Armada Hoffler Director Equity Award: 1,877 Shares Issued, 12,919 LTIP Units Noted

Rhea-AI Filing Summary

Armada Hoffler director F. Blair Wimbush reported equity awards and a share issuance on 09/15/2025. The filing shows 1,877 shares of Company common stock were issued to the director in lieu of his cash retainer at a reported price of $7.322 per share, leaving the reporting person with 25,823.834 shares beneficially owned after the transaction. The filing also discloses 12,919 Time-Based LTIP Units in the Operating Partnership that are convertible into common units (and ultimately into shares or cash) after vesting and subject to a two-year conversion restriction absent a change of control.

Positive

• Director alignment: Shares issued in lieu of cash retainer align director interests with shareholders
• Long-term incentive: 12,919 Time-Based LTIP Units provide retention and future alignment through conversion into common units or stock

Negative

• None.

Insights

Financial Analyst

TL;DR Director received equity compensation in lieu of cash and holds vested LTIP units convertible into equity after vesting restrictions.

The transaction is routine director compensation and does not indicate a change in control or material shift in ownership. The issuance of 1,877 shares at $7.322 increases the reporting person's direct stake to 25,823.834 shares. The 12,919 Time-Based LTIP Units are long-dated compensation awards subject to a two-year conversion limitation, which limits near-term dilution risk but represents future potential conversion into common units or shares.

Corporate Governance Expert

TL;DR Equity-in-lieu retainer and LTIP units reflect standard board compensation and alignment with shareholders, with customary conversion restrictions.

The Form 4 shows compensation governance consistent with using equity to align directors and conserve cash. The LTIP Units' two-year conversion restriction (except on a change of control) is a typical retention feature. There is no indication of director departure, accelerated vesting, or a related-party control transaction in this filing.

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)
09/15/2025

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	09/15/2025		A		1,877(1)	A	$7.322	25,823.834	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	09/17/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did F. Blair Wimbush report on Form 4 for AHH?

He reported issuance of 1,877 common shares received in lieu of his cash retainer and ownership of 12,919 Time-Based LTIP Units.

When was the transaction executed?

The transaction date was 09/15/2025 and the Form 4 was signed on 09/17/2025 by an attorney-in-fact.

At what price were the shares issued?

The filing shows a price of $7.322 per share for the 1,877 shares issued in lieu of cash retainer.

How many shares does the reporting person own after the transaction?

25,823.834 shares beneficially owned following the reported transaction.

What are the key terms of the Time-Based LTIP Units?

12,919 Time-Based LTIP Units are convertible into common units after vesting, generally not convertible until two years after grant except on a change of control; common units are redeemable for cash equal to market value or for shares.