Sec Form 4 Filing - Barnes-Smith Matthew @ Armada Hoffler Properties, Inc. - 2025-03-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Barnes-Smith Matthew 2. Issuer Name and Ticker or Trading Symbol Armada Hoffler Properties, Inc. [ AHH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO, Treasurer and Secretary (Last) (First) (Middle) C/O ARMADA HOFFLER PROPERTIES, INC., 222 CENTRAL PARK AVENUE, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2025 (Street) VIRGINIA BEACH, VA23462 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/03/2025 F 1,486 ( 1 ) D $ 9.18 11,617 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ) ( 4 ) 03/03/2025 A 84,020 ( 5 ) ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 84,020 $ 0 110,135 D Performance LTIP Units ( 4 ) ( 6 ) 03/03/2025 A 66,006 ( 7 ) ( 4 )( 6 ) ( 4 )( 6 ) Common Stock 66,006 $ 0 66,006 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Barnes-Smith Matthew C/O ARMADA HOFFLER PROPERTIES, INC. 222 CENTRAL PARK AVENUE, SUITE 1000 VIRGINIA BEACH, VA23462 CFO, Treasurer and Secretary Signatures /s/ Matthew Barnes-Smith 03/05/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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". ( 3 )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. ( 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. ( 5 )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. ( 6 )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. ( 7 )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).

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.