Armada Hoffler (AHH) Form 4: Director Adds Equity via 7.9K LTIP Units

Rhea-AI Filing Summary

Armada Hoffler Properties, Inc. (AHH) – Form 4 filing reports that Director James C. Cherry received an equity award on 06/18/2025.

• 7,938 Time-Based LTIP Units in the operating partnership were acquired; these units are convertible into common units after a two-year holding period and will vest at the 2026 annual meeting.
• Post-transaction beneficial ownership stands at 52,342 common shares, 12,000 Series A preferred shares, and 17,564 LTIP Units (including previously held units).
• No common or preferred shares were sold; the filing reflects an incentive grant rather than open-market activity.

The award suggests ongoing alignment of director incentives with shareholder value, but the relatively modest size limits immediate financial impact.

Positive

• Insider acquisition: Director James C. Cherry acquired 7,938 Time-Based LTIP Units, signaling continued commitment and alignment with shareholders.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider award; neutral market impact.

The grant of 7,938 Time-Based LTIP Units increases Director Cherry's equity exposure but represents less than 0.07 % of AHH’s 77 million shares outstanding. Because the units require two years before conversion and have no strike price, the award functions as deferred equity compensation, not a cash transaction. No shares were sold, so supply overhang is unchanged. While insider accumulation can be viewed positively, the scale is immaterial to valuation models; therefore, the filing should not meaningfully move the stock.

Corporate Governance Expert

TL;DR: Grant aligns director incentives; governance standard practice.

The use of Time-Based LTIP Units—renamed per the February 13, 2025 OP Agreement amendment—ties director compensation to long-term share performance and mandates a two-year conversion lock-up, bolstering alignment with shareholders. Vesting at the 2026 AGM promotes board continuity through the strategic planning cycle. No red flags arise: the attorney-in-fact signature is valid, and reporting is timely (filed within the two-business-day window). Overall governance impact is neutral-to-positive but not material enough to affect investment theses.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Cherry James C.

(Last) (First) (Middle)

C/O ARMADA HOFFLER PROPERTIES, INC.

222 CENTRAL PARK AVENUE, 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)
06/18/2025

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								52,342	D
6.75% Series A Preferred Stock								12,000	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(1)	(2)(3)	06/18/2025		A		7,938(4)		(2)(3)	(2)(3)	Common Stock	7,938	$0	17,564	D

Explanation of Responses:

1. On February 13, 2025, the agreement of limited partnership (the "OP Agreement") of Armada Hoffler, L.P. (the "Operating Partnership"), the operating partnership of Armada Hoffler Properties, Inc. (the "Company"), and of which the Company is the general partner, was amended, which amendment renamed existing "LTIP Units" as "Time-Based LTIP Units".

2. Represents Time-Based LTIP Units in the Operating Partnership ("Time-Based LTIP Units"). Under 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.

4. Represents a grant of unvested Time-Based LTIP Units, all of which will vest on the date of the Company's 2026 Annual Meeting of Stockholders.

Remarks:

	/s/ Matthew T. Barnes-Smith, as Attorney-in-Fact for James C. Cherry	06/23/2025
	** 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

How many shares does Director James C. Cherry now own in Armada Hoffler (AHH)?

52,342 common shares, 12,000 Series A preferred shares, and 17,564 Time-Based LTIP Units after the reported grant.

What was the size of the equity award reported in the June 18 2025 Form 4 for AHH?

The filing shows an acquisition of 7,938 Time-Based LTIP Units.

When will the newly granted LTIP Units vest for Director Cherry?

All units vest at the 2026 Annual Meeting of Stockholders.

Can the LTIP Units be converted to common stock immediately?

No. Except in a Change of Control, conversion is prohibited until two years after the grant date.

Did the Form 4 indicate any share sales by the insider?

No. The filing reflects an acquisition only; there were no dispositions of shares.