[Form 4] Armada Hoffler Properties, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Armada Hoffler Properties director James A. Carroll reported transactions dated 09/15/2025. Mr. Carroll received 704 shares of common stock at a reported price of $7.322 per share, increasing his total beneficial ownership of common stock to 41,308 shares. The filing states the 704 shares were issued in lieu of a portion of his cash retainer. The report also shows dispositions of 4,645 common units of the company
s operating partnership and 12,919 time-based LTIP units, which convert into common units under specified conditions. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Carroll and filed on 09/17/2025.

Positive

• Director received 704 common shares as compensation, increasing direct common-stock ownership to 41,308 shares
• Issuance was in lieu of cash retainer, indicating alignment of director compensation with equity ownership

Negative

• Reported disposals of 4,645 common units of the operating partnership which reduce indirect partnership holdings
• Reported dispositions of 12,919 time-based LTIP units, reducing future potential indirect common-unit holdings

Insights

Financial Analyst

TL;DR: Director acquired a small block of shares while disposing of partnership units; overall impact appears immaterial to company valuation.

The 704-share acquisition at $7.322 increases direct common-stock holdings to 41,308 shares, a modest change relative to typical public-company float sizes. The issuance "in lieu of cash retainer" indicates compensation conversion rather than open-market purchase, which is generally neutral for market demand. The reported disposals of 4,645 common units and 12,919 time-based LTIP units reduce the reporting person's indirect partnership interests but are described as convertible/redeemable under the OP Agreement. No cash proceeds from the dispositions or reasons beyond the unit terms are provided in the filing, limiting assessment of tax or liquidity drivers. Impact rating: 0

Corporate Governance Expert

TL;DR: Transactions reflect routine director compensation mechanics and unit conversions with no governance red flags disclosed.

The filing clarifies the 704 shares were issued instead of a cash retainer, a common director compensation approach that aligns pay with equity. The common units are redeemable for cash or stock and time-based LTIP units convert post-vesting, consistent with incentive plan structures. The presence of an attorney-in-fact signature is standard and the report appears complete and timely. There is no disclosure of related-party transfers, acceleration, or amendments to award terms. Impact rating: 0

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^*

Carroll James 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)
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		704(1)	A	$7.322	41,308	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
Common Units	(2)(3)							(2)(3)	(2)(3)	Common Stock	4,645		4,645	D
Time-Based LTIP Units	(3)(4)							(3)(4)	(3)(4)	Common Stock	12,919		12,919	D

Explanation of Responses:

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

2. Represents common units of limited partnership interest ("Common Units") in 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. All Common Units reflected in this report may be tendered for redemption by the holder.

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 Time-Based LTIP Units in the Operating Partnership ("Time-Based LTIP Units"). 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, 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.

Remarks:

	/s/ Matthew T. Barnes-Smith, as Attorney-in-Fact for James A. Carroll	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

When were these Form 4 transactions for AHH reported?

The transactions are dated 09/15/2025 and the Form 4 was filed and signed on 09/17/2025.

How many shares did James A. Carroll acquire and at what price?

Mr. Carroll acquired 704 shares of common stock at a reported price of $7.322 per share.

What is Mr. Carroll
s total beneficial ownership after the reported acquisition?

The filing reports total beneficial ownership of common stock of 41,308 shares following the transaction.

What dispositions are reported on the Form 4 for AHH?

The Form 4 reports dispositions of 4,645 common units of the operating partnership and 12,919 time-based LTIP units.

Why were the 704 shares issued to the director?

The filing states the 704 shares were issued in lieu of a portion of his cash retainer.