Armada Hoffler Properties (AHH) director granted 2,013 shares as fee

Rhea-AI Filing Summary

Armada Hoffler Properties, Inc. director F. Blair Wimbush reported receiving 2,013 shares of common stock on 12/15/2025 at a reported price of $6.828 per share. These shares were issued to him in lieu of his cash retainer for board service.

Following this transaction, he beneficially owns 28,356.887 shares of Armada Hoffler common stock in direct ownership. He also holds 12,919 Time-Based LTIP Units in Armada Hoffler, L.P., which, after vesting and a holding period, may be converted into common units and then redeemed for cash equal to the then-current market value of one share of the company’s common stock or, at the company’s election, one share of common stock. Both the Time-Based LTIP Units and the related common units have no expiration date.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wimbush Frederick Blair

(Last) (First) (Middle)

C/O ARMADA HOFFLER PROPERTIES, INC.

222 CENTRAL PARK AVE, SUITE 1000

(Street)

VIRGINIA BEACH VA 23462

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Armada Hoffler Properties, Inc. [ AHH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/15/2025		A		2,013(1)	A	$6.828	28,356.887	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Time-Based LTIP Units	(2)(3)							(2)(3)	(2)(3)	Common Stock	12,919		12,919	D

Explanation of Responses:

1. These shares were issued to the director in lieu of his cash retainer.

2. Represents Time-Based LTIP Units ("Time-Based LTIP Units") in the Armada Hoffler, L.P. (the "Operating Partnership"), the operating partnership of the Armada Hoffler Properties, Inc. (the "Company"), and of which the Company is the general partner. Under the agreement of limited partnership of the Operating Partnership (the "OP Agreement") and subject to conditions set forth in the OP Agreement, following the date on which the Time-Based LTIP Units vest, Time-Based LTIP Units are convertible into common units of limited partnership interest in the Operating Partnership ("Common Units"), at the holder's option. Under the award agreement pursuant to which the Time-Based LTIP Units were granted to the reporting person, except in connection with a Change of Control (as defined in the OP Agreement), the Time-Based LTIP Units may not be converted to Common Units until two years following the date of grant. Time-Based LTIP Units have no expiration date.

3. Each Common Unit is redeemable for cash equal to the then-current market value of one share of the Company's common stock or, at the election of the Company, one share of the Company's common stock. Common Units have no expiration date.

Remarks:

	/s/ Matthew T. Barnes-Smith, as Attorney-in-Fact for F. Blair Wimbush	12/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Armada Hoffler Properties (AHH) report for director F. Blair Wimbush?

Director F. Blair Wimbush reported acquiring 2,013 shares of Armada Hoffler Properties, Inc. common stock on 12/15/2025 at a reported price of $6.828 per share. The shares were issued to him in lieu of his cash retainer.

How many Armada Hoffler (AHH) shares does the director own after this transaction?

After the reported transaction, the director beneficially owns 28,356.887 shares of Armada Hoffler common stock in direct ownership.

What are the Time-Based LTIP Units held by the Armada Hoffler (AHH) director?

The director holds 12,919 Time-Based LTIP Units in Armada Hoffler, L.P.. After vesting and subject to conditions in the partnership agreement and award agreement, these units may be converted into common units of the operating partnership.

How can the Time-Based LTIP Units ultimately relate to Armada Hoffler (AHH) common stock?

Once Time-Based LTIP Units vest and are converted into common units, each common unit is redeemable for cash equal to the then-current market value of one share of Armada Hoffler common stock or, at the company’s election, one share of common stock.

Do the Time-Based LTIP Units or common units tied to Armada Hoffler (AHH) have an expiration date?

The filing states that Time-Based LTIP Units have no expiration date and that the related common units also have no expiration date.

Why did Armada Hoffler (AHH) issue shares to the director instead of paying cash?

The explanation notes that the 2,013 shares of common stock were issued to the director in lieu of his cash retainer, indicating they were used as equity compensation for board service.