Armada Hoffler Properties Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2024or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number001-35908_________________________________________________________________ ARMADA HOFFLER PROPERTIES, INC. (Exact Name of Registrant as Specified in Its Charter)_________________________________________________________________ Securities registered pursuant to Section12(b) of the Act: Name of each exchange on which registered Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesxNo◻ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Act.Yes◻Nox Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.YesxNo◻ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).YesxNo◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of theExchange Act. Large accelerated filerxNon-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.xIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.¨Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐Nox Table of Contents As of June30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stockheld by non-affiliates of the registrant was approximately $66,068,098million, based on the closing sales price of $11.09 per share as reported on the New York StockExchange. (For purposes of this calculation all of the registrant’s directors and executive officers are deemed affiliates of the registrant.) As of February21, 2025, the registrant had79,918,740shares of common stock outstanding. In addition, as of February21, 2025, Armada Hoffler, L.P., the registrant'soperating partnership subsidiary (the "Operating Partnership"), had 21,401,367 common units of limited partnership interest ("OP Units") outstanding (other than OPUnits held by the registrant). Based on the79,918,740shares of common stock and 21,401,367 OP Units held by limited partners other than the registrant, the registranthad a total common equity market capitalization of $902,762,153 as of February21, 2025 (based on the closing sales price of $8.91 on the New York Stock Exchangeon such date). Documents Incorporated by ReferencePortions of the registrant’s Definitive Proxy Statement relating to its 2025 Annual Meeting of Stockholders are incorporated by reference into PartIII of this report. The registrant expects to file its Definitive Proxy Statement with the Securities and Exchange Commission within 120days after December31, 2024. Armada Hoffler Properties, Inc. Form 10-KFor the Fiscal Year Ended December31, 2024 Table of Contents PART I Item 1.Business.Item 1A.Risk Factors.Item 1B.Unresolved Staff Comments.Item 1C.Cybersecurity.Item 2.Properties.Item 3.Legal Proceedings.Item 4.Mine Safety Disclosures.PARTIIItem 5.Market For Registrant’s Common Equity, Related Stockholder Ma