[8-K] Armada Hoffler Properties, Inc. Reports Material Event

Rhea-AI Filing Summary

Armada Hoffler Properties (AHH) reported a planned leadership change. The company announced that Louis S. Haddad will resign as Chairman of the Board and that Chief Executive Officer and President Shawn J. Tibbetts will be appointed Chairman, each effective January 1, 2026.

The disclosure was furnished under Regulation FD (Item 7.01), and a related press release was included as Exhibit 99.1.

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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):  October 16, 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 7.01 Regulation FD Disclosure.

On October 16, 2025, Armada Hoffler Properties, Inc. (the “Company”) issued a press release announcing the resignation of Louis S. Haddad as the Chairman of the Board of Directors of the Company (the “Chairman”) and the appointment of Shawn J. Tibbetts, the Company’s Chief Executive Officer and President, as the Chairman, each effective January 1, 2026. 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 of this Current Report on Form 8-K (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 October 16, 2025, issued by Armada Hoffler Properties, 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.

			ARMADA HOFFLER PROPERTIES, INC.
Date: October 16, 2025			By:			/s/ Matthew Barnes-Smith
						Matthew Barnes-Smith
						Chief Financial Officer, Treasurer, and Corporate Secretary

FAQ

What did AHH announce in its 8-K?

Armada Hoffler disclosed that Louis S. Haddad will resign as Chairman and CEO/President Shawn J. Tibbetts will be appointed Chairman effective January 1, 2026.

Who is resigning as Chairman of Armada Hoffler (AHH)?

Louis S. Haddad will resign as Chairman of the Board.

Who will become Chairman of AHH and when?

Shawn J. Tibbetts, the CEO and President, will become Chairman effective January 1, 2026.

Under which item was this disclosure made?

The information was furnished under Item 7.01 (Regulation FD Disclosure).

Did AHH include a press release with the 8-K?

Yes. A press release dated October 16, 2025 was attached as Exhibit 99.1.

What exhibits accompanied the filing?

Exhibit 99.1 (Press Release) and Exhibit 104 (Cover Page Inline XBRL).