Armada Hoffler Strengthens Board Alignment with $8K Performance Incentive Grant

Rhea-AI Filing Summary

James A. Carroll, Director of Armada Hoffler Properties (NYSE: AHH), received a grant of 7,938 Time-Based LTIP Units on June 18, 2025. These units represent an equity-based compensation award in Armada Hoffler's Operating Partnership.

Key details of the transaction:

• The LTIP Units will fully vest at the 2026 Annual Meeting of Stockholders
• After vesting and a 2-year holding period, units are convertible to Common Units at holder's option
• Common Units can be redeemed for either cash or company common stock at current market value
• The grant was priced at $0 as compensation

Following this transaction, Carroll directly owns 40,604 shares of Common Stock and 17,564 Time-Based LTIP Units. This Form 4 filing indicates ongoing alignment of director compensation with shareholder interests through equity-based awards.

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

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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)
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								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)	06/18/2025		A		7,938(3)		(1)(2)	(1)(2)	Common Stock	7,938	$0	17,564	D

Explanation of Responses:

1. Represents Time-Based LTIP Units ("Time-Based LTIP Units") in 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. 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 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 A. Carroll	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 Time-Based LTIP Units did James Carroll receive in AHH on June 18, 2025?

James Carroll received 7,938 Time-Based LTIP Units in Armada Hoffler Properties (AHH) on June 18, 2025, as reported in the Form 4 filing.

When will AHH director James Carroll's new LTIP Units vest?

The newly granted Time-Based LTIP Units will vest on the date of Armada Hoffler Properties' 2026 Annual Meeting of Stockholders, as specified in the filing's explanatory notes.

How many shares of AHH common stock does James Carroll directly own?

According to the Form 4 filing, James Carroll directly owns 40,604 shares of Armada Hoffler Properties (AHH) common stock.

What are the conversion rights for AHH's Time-Based LTIP Units?

AHH's Time-Based LTIP Units can be converted into common units of limited partnership interest (Common Units) at the holder's option after vesting, but cannot be converted until two years following the grant date except in case of a Change of Control. Each Common Unit can then be redeemed for either cash equal to the current market value of one AHH common share or, at the Company's election, one share of AHH common stock.

How many total derivative securities (LTIP Units) does James Carroll own in AHH after this transaction?

Following the reported transaction, James Carroll beneficially owns 17,564 Time-Based LTIP Units in Armada Hoffler Properties (AHH), as shown in column 9 of Table II in the Form 4.