AHH Armada Hoffler Properties Inc

Armada Hoffler (NYSE: AHH) today announced that it has priced an underwritten public offering of 9,000,000 shares of its common stock for total gross proceeds (before underwriters’ discounts and commissions and offering expenses) of approximately $94.5 million.

The offering is expected to close on September 27, 2024, subject to customary closing conditions. The Company has granted the underwriters a 30-day option to purchase up to an additional 1,350,000 shares at the public offering price, less the underwriting commissions.

The Company intends to use the net proceeds from the offering to repay (A) the loan secured by Chronicle Mill, (B) the loan secured by Premier, (C) the loan secured by Market at Mill Creek and (D) amounts outstanding under the Company’s revolving credit facility, with any remaining net proceeds being used for general corporate purposes and working capital.

Jefferies, BofA Securities and Barclays are serving as the joint book-running managers for the offering. Scotiabank and Stifel are serving as additional book-running managers for this offering. Janney Montgomery Scott and Regions Securities LLC are serving as co-managers for the offering.

Copies of the final prospectus supplement and accompanying prospectus related to these securities may be obtained, when available, from: (i) Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com, (ii) BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, NC  28255-0001, Attn: Prospectus Department, Email: dg.prospectus_requests@bofa.com and (iii) Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: (888) 603-5847.

The offering is being made pursuant to a shelf registration statement on Form S-3, which became automatically effective upon filing with the Securities and Exchange Commission on February 28, 2023. A preliminary prospectus supplement relating to the offering was filed with the Securities and Exchange Commission, and a final prospectus supplement relating to the offering will be filed with the Securities and Exchange Commission. Prospective investors should read the prospectus forming a part of that registration statement, the preliminary prospectus supplement related to the offering, the final prospectus supplement related to the offering, when available, and the other documents that the Company has filed with the Securities and Exchange Commission for more complete information about the Company and the offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Armada Hoffler

Armada Hoffler (NYSE: AHH) is a vertically integrated, self-managed real estate investment trust (“REIT”) with over four decades of experience developing, building, acquiring, and managing high-quality multifamily, office, and retail properties located primarily in the Mid-Atlantic and Southeastern United States. The Company also provides general construction and development services to third-party clients, in addition to developing and building properties to be placed in their stabilized portfolio. Founded in 1979 by Daniel A. Hoffler, Armada Hoffler has elected to be taxed as a REIT for U.S. federal income tax purposes.

Forward-Looking Statements

Certain matters within this press release are discussed using forward-looking language as specified in the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statement. For example, the fact that the offering has priced may imply that the offering will close, but the closing is subject to conditions customary in transactions of this type and may be delayed or may not occur at all. In addition, the fact that the underwriters have an option to purchase additional shares may imply that this option will be exercised. However, the underwriters are not under any obligation to exercise this option, or any portion of it, and may not do so. Investors should not place undue reliance upon forward-looking statements. Completion of the offering on the terms described and the application of net proceeds are subject to numerous conditions, many of which are beyond the control of the Company, including, market conditions, general economic conditions and other factors, including those set forth under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and those set forth in other documents filed by the Company from time to time with the Securities and Exchange Commission.

Contact:Chelsea D. ForrestArmada HofflerVice President of Corporate Communications and Investor RelationsEmail: CForrest@armadahoffler.comPhone: (757) 612.4248