Matthew Barnes-Smith - Mar 3, 2025 Form 4 Insider Report for Armada Hoffler Properties, Inc. (AHH)

Role: CFO, Treasurer and Secretary
Signature: /s/ Matthew Barnes-Smith
Stock symbol: AHH
Transactions as of: Mar 3, 2025
Transactions value $: -$13,641
Form type: 4
Date filed: 3/5/2025, 04:55 PM
Previous filing: Mar 13, 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AHH	Common Stock	Tax liability	-$13.6K	-1.49K	-11.34%	$9.18	11.6K	Mar 3, 2025	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AHH	Time-Based LTIP Units	Award	$0	+84K	+321.73%	$0.00	110K	Mar 3, 2025	Common Stock	84K		Direct	F2, F3, F4, F5
transaction	AHH	Performance LTIP Units	Award	$0	+66K		$0.00	66K	Mar 3, 2025	Common Stock	66K		Direct	F4, F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects shares of common stock surrendered to Armada Hoffler Properties, Inc. (the "Company") to satisfy tax withholding obligations in connection with the vesting of restricted shares of common stock.
F2	On February 13th, 2025, the agreement of limited partnership (the "OP Agreement") of Armada Hoffler, L.P. (the "Operating Partnership"), the operating partnership of the Company and of which the Company serves as the general partner, was amended, which amendment renamed existing "LTIP Units" as "Time-Based LTIP Units".
F3	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.
F4	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.
F5	Represents a grant of unvested Time-Based LTIP Units, of which 48,267 LTIP Units are subject to the following vesting schedule: 40% vested on the grant date, 20% will vest on the first anniversary of the grant date, 20% will vest on the second anniversary of the grant date and 20% will vest on the third anniversary of the grant date, subject to the Reporting Person's continued employment on such dates. The remaining 35,753 LTIP Units are subject to the following vesting schedule: one-third will vest on the first anniversary of the grant date, one-third will vest on the second anniversary of the grant date, and one-third will vest on the third anniversary of the grant date, subject to the Reporting Person's continued employment on such dates.
F6	Represents Performance LTIP Units in the Operating Partnership ("Performance LTIP Units"). Under the OP Agreement and subject to conditions set forth in the OP Agreement, following the date on which the Performance LTIP Units vest, Performance LTIP Units are convertible into Common Units at the holder's option. Under the award agreement pursuant to which the Performance LTIP Units were granted to the Reporting Person, except in connection with a Change of Control (as defined in the OP Agreement), the Performance LTIP Units may not be converted to Common Units until two years following the date of grant. Performance LTIP Units have no expiration date.
F7	Represents a grant of unvested Performance LTIP Units. The number of Performance LTIP Units reflected in this Form 4 represents the target award, up to 200% of which may vest based on the performance criteria of the award. The Performance LTIP Units will vest, if at all, on the last day of the performance period, subject to the Reporting Person's continued employment on such date. The performance period begins on the grant date and ends on the earlier of the day before the third anniversary of the grant date and a Control Change Date (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan, as amended).