Armada Hoffler Strengthens Board Retention with New Director Stock Awards

Rhea-AI Filing Summary

Form 4 Filing: Insider Trading Activity at Armada Hoffler Properties

Director Jennifer R. Boykin received a grant of 7,938 Time-Based LTIP Units in Armada Hoffler's Operating Partnership on June 18, 2025. These units represent a form of equity compensation with the following key terms:

• The LTIP Units will fully vest at the 2026 Annual Meeting of Stockholders
• After vesting and a two-year holding period, units are convertible to Common Units at holder's option
• Common Units can be redeemed for either cash equal to market value of common stock or, at company's election, exchanged for common stock on a 1:1 basis
• The grant was priced at $0 as compensation
• Following this transaction, Boykin directly owns 9,637 derivative securities

This equity grant aligns the director's interests with shareholders through long-term ownership requirements and demonstrates the company's commitment to performance-based compensation.

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^*

Boykin Jennifer R.

(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

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	9,637	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 Jennifer R. Boykin	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 Time-Based LTIP Units did Jennifer Boykin receive from AHH on June 18, 2025?

Jennifer Boykin received 7,938 Time-Based LTIP Units in Armada Hoffler, L.P. (the operating partnership of AHH) on June 18, 2025.

When will AHH director Jennifer Boykin's newly granted LTIP Units vest?

The Time-Based LTIP Units granted to Jennifer Boykin will vest on the date of Armada Hoffler Properties' 2026 Annual Meeting of Stockholders.

What is the conversion restriction period for AHH's Time-Based LTIP Units granted in June 2025?

The Time-Based LTIP Units cannot be converted to Common Units until two years following the date of grant, except in the case of a Change of Control. This means the earliest conversion date would be June 18, 2027.

How can AHH's LTIP Units be converted and redeemed according to the June 2025 Form 4?

After vesting and the two-year waiting period, the LTIP Units can be converted into Common Units at the holder's option. Each Common Unit can then be redeemed for either cash equal to the current market value of one AHH common stock share, or at the company's election, one share of AHH common stock.

What is Jennifer Boykin's total beneficial ownership of AHH Time-Based LTIP Units after the June 2025 grant?

Following the reported transaction, Jennifer Boykin beneficially owns 9,637 Time-Based LTIP Units directly (Form D ownership).