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Armada Hoffler (AHH) Form 4: Haddad Adds Net 7,071 Shares, Tax Withhold Only Sale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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

Director Louis S. Haddad reported two equity transactions dated 18 June 2025:

  • Grant of 7,938 restricted common shares (Transaction Code A) issued at $0.00. These shares will vest at the 2026 annual meeting.
  • Surrender of 867 common shares (Transaction Code F) at $6.94 per share to satisfy tax-withholding obligations tied to previously vested restricted stock.

After the transactions, Mr. Haddad directly owns 295,781 common shares and 5,000 shares of 6.75 % Series A preferred stock. He also holds 2,108,918 common units of Armada Hoffler, L.P., each exchangeable—at the company’s election—into cash or one AHH common share; these units have no expiration date and were issued more than one year ago, meaning they are currently redeemable.

No open-market purchases or discretionary sales occurred; the only disposition was the tax-withholding share surrender. The net change to direct common-share ownership is an increase of 7,071 shares.

The filing is routine executive compensation disclosure and does not signal any strategic shift or performance update for AHH.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine equity grant; minimal dollar value; neutral signal.

The 7,938-share restricted grant represents roughly 0.01 % of AHH’s outstanding stock, carrying an estimated value of about $55k at the 6/18/25 close. The tax-related surrender is non-discretionary. Beneficial ownership now totals 295.8k shares plus over 2.1 million OP units, underscoring continued alignment but conveying no new information on fundamentals or future outlook. Because no open-market buying or large-scale selling occurred, the filing is neutral for valuation and sentiment.

TL;DR: Standard compensation vesting, no governance concerns.

The one-year cliff vest on the new restricted shares follows typical REIT director compensation schedules. Use of Form 4 timely complies with Section 16 requirements, and the attorney-in-fact signature indicates proper delegation. No red flags arise regarding insider disposal; the F-code shares were withheld solely for taxes. Consequently, the event is administratively routine and not impactful to shareholders.

Insider Haddad Louis S
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 7,938 $0.00 --
Tax Withholding Common Stock 867 $6.94 $6K
holding Common Units -- -- --
holding 6.75% Series A Preferred Stock -- -- --
Holdings After Transaction: Common Stock — 296,648 shares (Direct); Common Units — 2,108,918 shares (Direct); 6.75% Series A Preferred Stock — 5,000 shares (Direct)
Footnotes (1)
  1. Represents a grant of restricted shares of common stock, all of which will vest on the date of the 2026 Annual Meeting of Stockholders of Armada Hoffler Properties, Inc. (the "Company"). Reflects shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of restricted shares of common stock. Represents common units of limited partnership interest ("Common Units") in Armada Hoffler, L.P., the operating partnership of the Company and of which the Company is the general partner. Commencing one year from the date of issuance, 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. All Common Units in this report were issued more than one year prior to the date hereof and, therefore, may be tendered for redemption by the holder. 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
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*
Haddad Louis S

(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 06/18/2025 A 7,938(1) A $0 296,648 D
Common Stock 06/18/2025 F 867(2) D $6.94 295,781 D
6.75% Series A Preferred Stock 5,000 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
Common Units (3) (3) (3) Common Stock 2,108,918 2,108,918 D
Explanation of Responses:
1. Represents a grant of restricted shares of common stock, all of which will vest on the date of the 2026 Annual Meeting of Stockholders of Armada Hoffler Properties, Inc. (the "Company").
2. Reflects shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of restricted shares of common stock.
3. Represents common units of limited partnership interest ("Common Units") in Armada Hoffler, L.P., the operating partnership of the Company and of which the Company is the general partner. Commencing one year from the date of issuance, 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. All Common Units in this report were issued more than one year prior to the date hereof and, therefore, may be tendered for redemption by the holder. Common Units have no expiration date.
Remarks:
/s/ Matthew T. Barnes Smith, Attorney-in-Fact for Louis S. Haddad 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 Armada Hoffler (AHH) shares did Louis S. Haddad acquire on 18 June 2025?

7,938 restricted common shares were granted at no cost.

Why were 867 AHH shares disposed of in the Form 4 filing?

They were surrendered to cover tax-withholding on vested restricted stock (Transaction Code F).

What is Louis S. Haddad’s total direct ownership of AHH common stock after the transactions?

He now holds 295,781 common shares directly.

How many Armada Hoffler operating partnership units does the director own?

He beneficially owns 2,108,918 common units, exchangeable for cash or AHH shares.

Does the filing indicate any open-market buying or selling by the insider?

No. The activity consists solely of a restricted share grant and tax-withholding surrender; there were no market purchases or discretionary sales.