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

Rhea-AI Filing Summary

Marsh & McLennan Companies, Inc. (MMC) has filed a Form 8-K dated July 9, 2025 announcing that the Board has appointed Bruce Broussard, 63, as an independent director effective immediately. He will also join the Board’s Audit Committee after the directors determined that he meets all applicable independence and financial-literacy requirements. As a non-management director, Mr. Broussard will receive the standard compensation package previously disclosed for independent directors (see Exhibit 10.1 to MMC’s Q2-2024 Form 10-Q). A press release detailing the appointment is furnished as Exhibit 99.1 and incorporated by reference. No other material changes, financial results, or transactions are reported in this filing.

Positive

• Appointment of independent director Bruce Broussard adds experience and strengthens Audit Committee oversight.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR – New independent director improves governance; financial impact is negligible.

The 8-K is narrowly focused on board composition. Adding Bruce Broussard increases the number of independent directors and fills a seat on the Audit Committee, supporting best-practice oversight and SOX requirements. Because compensation follows the existing non-employee director schedule, cash expense is immaterial. While the move is strategically positive from a governance standpoint, it does not alter MMC’s earnings outlook, capital structure, or strategy. Investors may view the appointment as a modest credibility enhancer with regulators and proxy advisers, but no near-term valuation catalyst is evident.

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^*

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)
07/03/2025

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								40,604	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)	07/03/2025		X			4,645(3)	(1)(2)	(1)(2)	Common Stock	4,645	$0(1)	12,919	D
Common Units	(2)(4)	07/03/2025		X		4,645(3)		(2)(4)	(2)(4)	Common Stock	4,645	$0(1)	4,645	D

Explanation of Responses:

1. 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 limited partnership agreement 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.

2. 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.

3. Represents the conversion of Time-Based LTIP Units granted on June 28, 2023 in to Common Units.

4. Represents Common Units. All Common Units reflected in this report may be tendered for redemption by the holder.

Remarks:

	/s/ Matthew T. Barnes-Smith, as Attorney-in-Fact for James A. Carroll	07/07/2025
	** 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.
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FAQ

Who was appointed to MMC's Board on July 9, 2025?

Bruce Broussard, age 63, was appointed as an independent director.

Which Board committee will Bruce Broussard join?

He will serve on the Audit Committee.

When is the appointment effective?

The appointment is effective immediately as of July 9, 2025.

How will the new director be compensated?

He will receive the standard independent-director compensation package described in Exhibit 10.1 to MMC’s Q2-2024 Form 10-Q.

Does the 8-K include financial results or earnings data?

No, the filing is limited to the director appointment; no financial statements or earnings information are provided.

What form type covers this disclosure?

The disclosure is made via a Form 8-K current report.