Armada Hoffler (AHH) Director Boosts Equity Stake via LTIP Grant

Rhea-AI Filing Summary

Form 4 Overview – Armada Hoffler Properties, Inc. (AHH)

The filing reports insider activity by Daniel A. Hoffler, a director of the company, on 18-Jun-2025. Mr. Hoffler acquired 7,938 Time-Based LTIP Units in the operating partnership, increasing his derivative exposure to 24,743 units. These LTIP Units will vest at the 2026 Annual Meeting and, once vested and past the two-year holding requirement, can convert one-for-one into common partnership units that are ultimately redeemable for AHH common stock or cash.

Post-transaction ownership

• Common Stock: 266,647 shares (direct)
• 6.75% Series A Preferred: 4,000 shares (direct)
• Common Units: 4,976,439 (direct) and 279 (indirect via limited partnership)
• Time-Based LTIP Units: 24,743 (direct) – no expiration date

Key structural details

• LTIP Units were renamed “Time-Based LTIP Units” under the February 13 2025 amendment to the operating partnership agreement.
• Each Time-Based LTIP Unit converts to a common partnership unit at the holder’s election after vesting; the partnership unit is then redeemable for cash or one share of AHH common stock.
• No common stock was bought or sold; the transaction strictly involves derivative equity tied to long-term incentive compensation.

Investor takeaways

The acquisition signals continued alignment between a key insider and common shareholders, but the transaction’s size (≈0.2% of Mr. Hoffler’s total partnership units) is unlikely to be material to AHH’s capital structure or near-term valuation.

Positive

• Insider Alignment: Director increased holdings by 7,938 Time-Based LTIP Units, reinforcing long-term alignment with shareholders.
• No Disposals: The filing shows zero sales of common or preferred stock, avoiding negative supply signals.

Negative

• None.

Insights

Financial Analyst

TL;DR Modest insider grant boosts long-term incentive holdings; minimal balance-sheet impact, mildly positive governance signal.

The grant of 7,938 Time-Based LTIP Units modestly increases Mr. Hoffler’s economic exposure without immediate cash outlay. Because LTIP Units convert one-for-one into partnership units and are ultimately exchangeable for AHH common shares, the potential future dilution is de minimis relative to the roughly five million units already held. Importantly, no common stock was sold, so market supply is unchanged. Although insider accumulation is generally viewed favorably, the quantitative impact on float, earnings or leverage is negligible; hence, valuation models remain largely unaffected.

Corporate Governance Specialist

TL;DR New equity grant strengthens pay-for-performance design; governance risk unchanged.

The filing illustrates AHH’s continuing use of partnership-level LTIP Units that vest over time, aligning director incentives with long-term shareholder value. The two-year post-vesting conversion lock-up and ability to settle in stock or cash offer flexibility while discouraging short-termism. There are no red flags—no accelerated vesting, no related-party transfers, and the reporting remains timely (filed 23-Jun-2025). From a governance standpoint, this is standard, non-problematic activity.

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
Estimated average burden
hours per response:			0.5

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^*

Hoffler Daniel A

(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								266,647	D
6.75% Series A Preferred Stock								4,000	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	24,743	D
Common Units	(3)(5)							(3)(5)	(3)(5)	Common Stock	4,976,439		4,976,439	D
Common Units	(3)(5)							(3)(5)	(3)(5)	Common Stock	279		279	I	By Limited Partnership(6)

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.

5. Represents Common Units in the Operating Partnership. All Common Units reflected in this report were issued more than one year prior to the date hereof and, therefore, may be tendered for redemption by the holder.

6. Represents Mr. Hoffler's pecuniary interest in Common Units held by a limited partnership.

Remarks:

	/s/ Matthew T. Barnes-Smith, as Attorney-in-Fact for Daniel A. Hoffler	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).
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

How many AHH shares does Daniel A. Hoffler own after this Form 4?

He now directly owns 266,647 common shares and 4,000 preferred shares plus derivative interests convertible into additional stock.

What was the transaction reported on 18-Jun-2025?

Mr. Hoffler acquired 7,938 unvested Time-Based LTIP Units in the operating partnership; no shares were sold.

When will the newly granted LTIP Units vest?

All 7,938 Time-Based LTIP Units will vest at Armada Hoffler’s 2026 Annual Meeting of Stockholders.

Can the LTIP Units cause dilution for AHH shareholders?

Potential dilution is minimal; units convert one-for-one into partnership units and can be redeemed for stock only after vesting and a two-year holding period.

Did the insider sell any AHH common stock in this filing?

No. The Form 4 shows no disposals of common, preferred, or partnership units.