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

Rhea-AI Filing Summary

UBS AG London Branch is offering Contingent Income Auto-Callable Securities linked to the common stock of Spotify Technology S.A. (SPOT).

• Tenor: Approximately 24 months (expected maturity 15 Jul 2027).
• Coupon: $30.75 per $1,000 note (12.30% p.a.) payable on each quarterly determination date only if SPOT closes ≥ 50% of the initial price (the “downside threshold”). Missed coupons may be recovered later via the “memory” feature.
• Early Call: If SPOT closes ≥ 100% of the initial price on any determination date (other than final), the note is automatically redeemed for par plus the applicable coupon(s).
• Principal Repayment: • If not called and SPOT final price ≥ 50% of initial, investor receives par plus final (and any unpaid) coupons. • If SPOT final price < 50% of initial, investor receives physical settlement of SPOT shares equal to the exchange ratio (par ÷ initial price), worth substantially less than par and potentially zero.
• Issue price: $1,000; estimated initial value $935.50–$965.50 (reflects fees and hedging costs).
• Fees: 2.00% total (1.50% sales commission, 0.50% structuring fee). Proceeds to issuer 98% of par.
• Secondary market: Not exchange-listed; UBS Securities LLC may provide limited liquidity but is not obligated to do so.
• Credit risk: Unsecured, unsubordinated obligations of UBS AG; all payments subject to UBS creditworthiness.

Investor profile: Suitable only for investors who can tolerate equity-like downside, limited upside, issuer credit risk and potential illiquidity, and who seek high contingent income with possible early redemption.

Insights

Structured-Products Analyst

TL;DR – High coupon, no principal protection, 50% barrier; credit & liquidity risks remain.

The note offers an attractive 12.3% annual contingent coupon and a wide 50% downside threshold, but investors forego any participation above par and face full equity risk below the barrier. Early-call mechanics cap returns and shorten duration. Estimated fair value (~$935-$966) highlights a 3.4-6.5% embedded cost at issuance. Credit exposure to UBS and the absence of listing further heighten risk. Overall, risk-adjusted reward appears balanced to slightly unfavorable for most investors.

Credit & Risk Specialist

TL;DR – Significant tail risk; memory coupon mitigates income gaps but not capital loss.

The structure’s physical settlement below the 50% barrier can translate into losses mirroring SPOT’s decline, with no protection if UBS enters resolution. FINMA bail-in powers could write off the notes ahead of senior deposits. Liquidity risk is acute: non-listed notes typically price at wide bid-ask spreads, and dealer support wanes after the initial premium amortises. Investors must be comfortable with a worst-case 100% loss and uncertain exit pricing.

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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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)
07/08/2025

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	07/08/2025		P		475.203(1)	A	$6.942(2)	23,946.834	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	(3)(4)							(3)(4)	(3)(4)	Common Stock	12,919		12,919	D

Explanation of Responses:

1. Shares purchased pursuant to a broker-sponsored dividend reinvestment program.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.90 to $7.00, inclusive. The Reporting Person undertakes to provide to Armada Hoffler Properties, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (2) to this Form 4.

3. Represents Time-Based LTIP Units ("Time-Based LTIP Units") in the Operating Partnership. 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.

4. 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	07/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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