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

Rhea-AI Filing Summary

UBS AG, London Branch will issue $180,000 of senior unsecured Return Optimization Securities (ROS) linked to the common stock of CrowdStrike Holdings, Inc. The notes trade on 25 Jun 2025, settle on 27 Jun 2025 (T+2) and mature on 31 Dec 2026, giving an 18-month tenor.

• Upside: Investors receive 2.0× any positive underlying return, capped at a 53.89 % maximum gain (maximum payment of $15.389 per $10 Security).
• Principal protection: None. A zero return yields only the $10 principal; a negative return reduces repayment dollar-for-dollar, potentially to $0.
• Reference levels: Initial level $494.09; final level observed 28 Dec 2026.
• Estimated initial value: $9.494, about 5.1 % below the $10 issue price, reflecting UBS’s funding spread and embedded fees.
• Economics: Underwriting discount $0.20 (2 %) per Security; net proceeds $9.80 to UBS.

Secondary market trades will settle T+1 under SEC Rule 15c6-1. Early sale may not realize the multiplier benefit, and liquidity depends on UBS as market-maker. Investors face market risk in CrowdStrike shares and credit risk of UBS AG. The notes are not FDIC-insured and have not been approved by any regulator.

Identifiers: CUSIP 90309J560, ISIN US90309J5609. Read the ROS prospectus supplement, product supplement and risk factors before investing.

Positive

• 2× leveraged participation in positive CrowdStrike performance up to the cap provides enhanced upside versus direct equity for moderate gains.
• Short 18-month tenor allows tactical exposure without long-dated commitment.
• Defined payoff structure clarifies maximum potential gain (53.89 %) and downside mechanics.

Negative

• Uncapped downside exposes investors to full equity losses and potential total principal loss.
• Upside capped at 53.89 %, limiting benefit if CrowdStrike rallies strongly.
• Estimated initial value $9.494 is 5.1 % below issue price, creating an immediate economic drag.
• Subject to UBS AG credit risk; investors are unsecured creditors.
• Liquidity risk: small $180 k issuance and T+2 initial settlement versus T+1 market standard may hinder secondary trading.

Insights

Structured Products Analyst

TL;DR: Leveraged upside with hard 53.89% cap, full downside, no principal protection.

The ROS provide a simple leveraged payoff: 2× positive performance of CrowdStrike shares, up to 53.89 %. Above roughly a 26.95 % underlying gain, the cap binds, introducing reinvestment risk versus owning the equity. Downside is uncapped, giving holders equity-like risk while still carrying UBS credit exposure. The estimated initial value (94.94 % of face) confirms a notable 5 % issuance premium and embeds both funding cost and the 2 % underwriting fee. As a result, breakeven on positive performance occurs around a 5.1 % underlying rise before accounting for opportunity cost. For tactical investors confident in near-term CrowdStrike upside but willing to accept linear losses and credit risk, the profile may appeal; otherwise, vanilla equity or options could offer cleaner risk-return.

Portfolio Manager

TL;DR: Niche note—limited size, constrained upside, meaningful liquidity and credit risks.

The $180 k issuance is de-minimis, suggesting OTC placement and limited post-issuance liquidity. The two-day settlement creates mismatch with new T+1 rules, raising settlement-failure risk for early sellers. The cap at 53.89 % and 18-month tenor heighten path-dependency: strong early rallies in CrowdStrike may not translate into proportional gains at maturity. Meanwhile, a steep drawdown could wipe out capital. From a portfolio standpoint, the note looks like a covered call overlay with embedded leverage and counterparty risk—useful only for specific directional views. Overall impact to diversified portfolios is neutral; risk-conscious investors may prefer exchange-traded hedged strategies.

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^*

Wimbush Frederick Blair

(Last) (First) (Middle)

C/O ARMADA HOFFLER PROPERTIES, INC.

222 CENTRAL PARK AVE, 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)
06/16/2025

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	06/16/2025		A		1,964(1)	A	$7	23,471.631	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	(2)(3)							(2)(3)	(2)(3)	Common Stock	4,981		4,981	D

Explanation of Responses:

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

2. 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.

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.

Remarks:

	/s/ Matthew T. Barnes-Smith, as Attorney-in-Fact for F. Blair Wimbush	06/18/2025
	** 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 is the maximum return investors can earn on the UBS Return Optimization Securities?

The payoff is capped at 53.89 %, equivalent to a maximum payment of $15.389 per $10 Security.

How long do the Securities linked to CrowdStrike last?

They run for approximately 18 months, from the 25 Jun 2025 trade date to the 31 Dec 2026 maturity date.

What happens if CrowdStrike shares decline at maturity?

UBS repays $10 + $10 × Underlying Return; a negative return reduces principal linearly, potentially to zero.

Why is the estimated initial value below the $10 issue price?

The $9.494 estimate reflects UBS’s funding spread and embedded fees, indicating a 5.1 % issuance premium borne by investors.

Are the Securities protected by FDIC insurance?

No. They are unsecured obligations of UBS AG and are not insured by the FDIC or any governmental agency.