Armada Hoffler (AHH) Form 4: George F. Allen Receives Equity Grant

Rhea-AI Filing Summary

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

Director George F. Allen reported the grant of 7,938 unvested Time-Based LTIP Units in the company’s operating partnership on 18-Jun-2025. The units carry no purchase price, convert into common units once vested, and may be exchanged for cash or one AHH common share two years after the grant date, subject to the partnership agreement.

Post-grant holdings stand at 17,564 Time-Based LTIP Units, 29,676 common shares and 2,000 Series A 6.75 % preferred shares, all held directly. No open-market purchases or sales of common stock were disclosed; the filing reflects routine director equity compensation.

The size of the award is modest relative to AHH’s outstanding equity and is unlikely to have a material dilutive effect. Nevertheless, the grant incrementally aligns the director’s interests with long-term shareholder value as the units vest at the 2026 Annual Meeting of Stockholders.

Insights

Corporate Governance Analyst

TL;DR: Routine director equity grant; minimal dilution; neutral impact.

The Form 4 shows a standard compensation award—7,938 Time-Based LTIP Units—to Director George F. Allen. With no cash paid and conversion deferred at least two years, the transaction does not alter cash flow, leverage, or immediate share count. Total derivative holdings remain small versus AHH’s market capitalization, so dilution risk is immaterial. The filing slightly strengthens alignment between the director and shareholders but offers no insight into operational performance or future outlook. Overall, the disclosure is governance-related housekeeping with neutral investment impact.

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^*

Allen George F

(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								29,676	D
6.75% Series A Preferred Stock								2,000	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	17,564	D

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.

Remarks:

	/s/ Matthew T. Barnes-Smith, as Attorney-in-Fact for George F. Allen	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

What did Director George F. Allen report in the AHH Form 4?

He reported the acquisition of 7,938 unvested Time-Based LTIP Units granted on 18-Jun-2025.

How many AHH common shares does Allen own after this filing?

He beneficially owns 29,676 shares of common stock, held directly.

When will the granted Time-Based LTIP Units vest?

All units will vest on the date of the company’s 2026 Annual Meeting of Stockholders.

Were any open-market purchases or sales of AHH shares disclosed?

No; the filing only records an equity grant with no cash transaction.

What is the total number of derivative LTIP units Allen now holds?

After the grant, he holds 17,564 Time-Based LTIP Units in total.