ADDED
(For purposes of this calculation all of the registrant s directors and executive officers are deemed affiliates of the registrant.) As of February 20, 2026, the registrant had 80,176,689 shares of common stock outstanding.
In addition, as of February 20, 2026, Armada Hoffler, L.P., the registrant's operating partnership subsidiary (the "Operating Partnership"), had 23,501,226 common units of limited partnership interest ("OP Units") outstanding (other than OP Units held by the registrant).
Based on the 80,176,689 shares of common stock and 23,501,226 OP Units held by limited partners other than the registrant, the registrant had a total common equity market capitalization of $633.5 million as of February 20, 2026 (based on the closing sales price of $6.11 on the New York Stock Exchange on such date).
Our recently initiated strategic repositioning may not be successfully executed and could materially and adversely affect our business, financial condition, results of operations, cash flow, and ability to make distributions to our stockholders.
Any cost overruns, delays, contractual disputes, or project cancellations during this transition period could adversely affect our financial results and could also impact the value or timing of a potential sale of the construction business.
During the fourth quarter of December 31, 2025, the Company completed a strategic review of its operations and committed to a plan to sell its general contracting and real estate services segment.
This segment, which was historically conducted through the Company's taxable REIT subsidiary ("TRS"), builds properties for our own account and also provides construction and development services to both related and third parties.
The decision to exit this business segment aligns with the Company's long-term strategy to simplify its business model, reduce earnings volatility associated with low-margin construction contracts, and focus capital allocation on its stabilized income-producing real estate portfolio.
As a result of this strategic shift, the financial results of the general contracting and real estate services segment are presented as discontinued operations for all periods presented (each of the years ended December 31, 2025, 2024, and 2023) in this Annual Report on Form 10-K.
Operating Segments Following the discontinuation of the general contracting and real estate services segment, we operate our business through four reportable segments: 1.
REMOVED
(For purposes of this calculation all of the registrant s directors and executive officers are deemed affiliates of the registrant.) As of February 21, 2025, the registrant had 79,918,740 shares of common stock outstanding.
In addition, as of February 21, 2025, Armada Hoffler, L.P., the registrant's operating partnership subsidiary (the "Operating Partnership"), had 21,401,367 common units of limited partnership interest ("OP Units") outstanding (other than OP Units held by the registrant).
Based on the 79,918,740 shares of common stock and 21,401,367 OP Units held by limited partners other than the registrant, the registrant had a total common equity market capitalization of $902,762,153 as of February 21, 2025 (based on the closing sales price of $8.91 on the New York Stock Exchange on such date).
Mezzanine loans and similar investments are subject to significant risks, and losses related to these investments could have a material adverse effect on our financial condition and results of operations.
Our real estate development activities are subject to risks particular to development, such as unanticipated expenses, delays, and other contingencies, any of which could materially and adversely affect our financial condition, results of operations, and cash flow.
There can be no assurance that all of the projects for which our construction business is engaged as general contractor will be commenced or completed in their entirety in accordance with the anticipated cost or that we will achieve the financial results we expect from the construction of such properties.
Daniel Hoffler and his affiliates own, directly or indirectly, a substantial beneficial interest in our company on a fully diluted basis and have the ability to exercise significant influence on our company and our Operating Partnership, including the approval of significant corporate transactions.
In addition to the ownership of our operating property portfolio, we historically have developed and built properties for our own account and through joint ventures between us and unaffiliated partners and invested in development projects through real estate financing arrangements.
2024 and Recent Highlights The following highlights our results of operations and significant transactions for the year ended December 31, 2024: Net income attributable to common stockholders and holders of OP Units ("OP Unitholders") of $30.9 million, or $0.33 per diluted share, for the year ended December 31, 2024.
Funds from operations attributable to common stockholders and OP Unitholders ("FFO") of $99.8 million, or $1.08 per diluted share, for the year ended December 31, 2024.