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What changed in Armada Hoffler Properties, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Armada Hoffler Properties, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+331 added−369 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-28)

Top changes in Armada Hoffler Properties, Inc.'s 2025 10-K

331 paragraphs added · 369 removed · 251 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

66 edited+26 added−32 removed64 unchanged
Biggest changeAdditionally, any property that is fully or partially taken out of service for the purpose of redevelopment is no longer considered stabilized until the redevelopment activities are complete, the asset is placed back into service, and the stabilization criteria above are again met. 3 Table of Contents Property Location Year Built / Renovated / Redeveloped Ownership Interest Net Rentable Square Feet (1) Occupancy (2) ABR (3) ABR per Leased SF (3) Retail Town Center of Virginia Beach 249 Central Park Retail* Virginia Beach, VA 2004 100 % 35,161 100.0 % $ 1,177,891 $ 33.50 4525 Main Street Retail* Virginia Beach, VA 2014 100 % 26,328 100.0 % 485,188 18.43 4621 Columbus Retail* (4) Virginia Beach, VA 2020 100 % 84,000 100.0 % 1,176,000 14.00 Columbus Village* Virginia Beach, VA 2020 100 % 62,207 100.0 % 2,022,540 32.51 Commerce Street Retail* Virginia Beach, VA 2008 100 % 19,173 100.0 % 890,078 46.42 Fountain Plaza Retail* Virginia Beach, VA 2004 100 % 35,961 94.4 % 1,119,318 32.98 Pembroke Square* Virginia Beach, VA 2015 100 % 124,181 100.0 % 2,096,262 16.88 Premier Retail* Virginia Beach, VA 2018 100 % 39,015 94.9 % 1,254,924 33.88 South Retail* Virginia Beach, VA 2002 100 % 38,515 100.0 % 1,065,261 27.66 Studio 56 Retail* Virginia Beach, VA 2007 100 % 11,594 100.0 % 413,118 35.63 The Cosmopolitan Retail* Virginia Beach, VA 2020 100 % 41,872 88.6 % 1,220,239 32.90 Two Columbus Retail* Virginia Beach, VA 2009 100 % 13,752 100.0 % 526,978 38.32 West Retail* Virginia Beach, VA 2002 100 % 17,558 83.4 % 494,102 33.74 Harbor Point - Baltimore Waterfront Constellation Retail* Baltimore, MD 2016 90 % 38,464 76.7 % 783,891 26.58 Point Street Retail* Baltimore, MD 2018 100 % 18,632 60.8 % 439,665 38.82 Grocery Anchored Broad Creek Shopping Center (5) Norfolk, VA 2001 100 % 121,504 97.2 % 2,330,199 19.74 Broadmoor Plaza South Bend, IN 1980 100 % 115,059 98.2 % 1,359,075 12.03 Brooks Crossing Retail* Newport News, VA 2016 65 % (6) 18,349 84.8 % 229,537 14.75 Delray Beach Plaza* (5) Delray Beach, FL 2021 100 % 87,207 98.0 % 2,959,879 34.62 Greenbrier Square Chesapeake, VA 2017 100 % 260,625 100.0 % 2,624,984 10.07 Greentree Shopping Center Chesapeake, VA 2014 100 % 15,719 91.1 % 335,615 23.44 Hanbury Village Chesapeake, VA 2009 100 % 98,638 100.0 % 2,045,579 20.74 Lexington Square Lexington, SC 2017 100 % 85,440 97.2 % 1,892,535 22.79 North Pointe Center Durham, NC 2009 100 % 226,083 100.0 % 2,996,368 13.25 Parkway Centre Moultrie, GA 2017 100 % 61,200 100.0 % 861,149 14.07 Parkway Marketplace Virginia Beach, VA 1998 100 % 37,804 94.2 % 712,610 20.01 Perry Hall Marketplace Perry Hall, MD 2001 100 % 74,251 100.0 % 1,299,008 17.49 Sandbridge Commons Virginia Beach, VA 2015 100 % 69,417 100.0 % 951,730 13.71 Tyre Neck Harris Teeter (5) Portsmouth, VA 2011 100 % 48,859 100.0 % 559,948 11.46 Southeast Sunbelt Chronicle Mill Retail* Belmont, NC 2022 85 % (6) 11,530 22.4 % 112,500 43.50 North Hampton Market Taylors, SC 2004 100 % 114,954 98.8 % 1,605,665 14.14 One City Center Retail* Durham, NC 2019 100 % 22,679 55.7 % 421,442 33.38 Overlook Village Asheville, NC 1990 100 % 151,365 100.0 % 2,289,281 15.12 Patterson Place Durham, NC 2004 100 % 159,842 99.1 % 2,682,119 16.93 Providence Plaza Retail* Charlotte, NC 2008 100 % 49,447 100.0 % 1,565,800 31.67 South Square Durham, NC 2005 100 % 109,590 97.1 % 1,935,908 18.19 The Interlock Retail* (5) Atlanta, GA 2021 100 % 108,379 85.0 % 5,071,860 55.08 Wendover Village Greensboro, NC 2004 100 % 176,997 99.3 % 3,635,403 20.69 Mid-Atlantic Dimmock Square Colonial Heights, VA 1998 100 % 106,166 100.0 % 1,932,887 18.21 Harrisonburg Regal Harrisonburg, VA 1999 100 % 49,000 100.0 % 753,620 15.38 Liberty Retail* Newport News, VA 2013 100 % 26,534 75.8 % 371,241 18.45 Marketplace at Hilltop (5) Virginia Beach, VA 2001 100 % 116,953 97.3 % 2,810,566 24.71 Red Mill Commons Virginia Beach, VA 2005 100 % 373,808 96.1 % 7,118,113 19.81 Southgate Square Colonial Heights, VA 2016 100 % 260,131 81.2 % 3,256,484 15.42 Southshore Shops Midlothian, VA 2006 100 % 40,307 100.0 % 885,326 21.96 The Edison Retail* Richmond, VA 2014 100 % 20,196 — % 58,276 — Total / Weighted Average 3,824,446 95.3 % $ 72,830,162 $ 19.98 4 Table of Contents Property Location Year Built / Renovated / Redeveloped Ownership Interest Net Rentable Square Feet (1) Occupancy (2) ABR (3) ABR per Leased SF (3) Office Town Center of Virginia Beach 249 Central Park Office* Virginia Beach, VA 2004 100 % 57,103 100.0 % $ 1,448,997 $ 25.38 4525 Main Street Office* Virginia Beach, VA 2014 100 % 208,760 100.0 % 6,932,898 33.21 4605 Columbus Office* Virginia Beach, VA 2002 100 % 19,335 100.0 % 522,045 27.00 Armada Hoffler Tower* (7) Virginia Beach, VA 2002 100 % 296,200 98.6 % 9,196,624 31.49 One Columbus* Virginia Beach, VA 1984 100 % 129,066 98.3 % 3,416,942 26.93 Two Columbus Office* Virginia Beach, VA 2009 100 % 94,708 91.6 % 2,402,802 27.68 Harbor Point - Baltimore Waterfront Constellation Office* Baltimore, MD 2016 90 % 453,018 100.0 % 15,484,541 34.18 Thames Street Wharf* (7) Baltimore, MD 2010 100 % 263,426 98.8 % 8,071,078 31.01 Wills Wharf* (5) Baltimore, MD 2020 100 % 327,991 93.8 % 9,471,823 30.79 Southeast Sunbelt Chronicle Mill Office* Belmont, NC 2022 85 % (6) 5,932 100.0 % 177,960 30.00 One City Center Office* Durham, NC 2019 100 % 128,920 95.3 % 3,270,013 26.63 Providence Plaza Office* Charlotte, NC 2008 100 % 53,671 100.0 % 1,636,062 30.48 The Interlock Office* (5) Atlanta, GA 2021 100 % 198,872 88.6 % 6,845,907 38.84 Mid-Atlantic Brooks Crossing Office* Newport News, VA 2019 100 % 98,061 100.0 % 2,002,945 20.43 Total / Weighted Average 2,335,063 97.2 % $ 70,880,637 $ 31.24 Property Location Year Built / Renovated / Redeveloped Ownership Interest Units Occupancy (2) AQR (8) Monthly Rent per Occupied Unit Multifamily Town Center of Virginia Beach Encore Apartments* Virginia Beach, VA 2014 100 % 286 93.7 % $ 5,862,228 $ 1,823 Premier Apartments* Virginia Beach, VA 2018 100 % 131 96.2 % 3,046,848 2,015 The Cosmopolitan* Virginia Beach, VA 2020 100 % 342 93.9 % 8,972,952 2,329 Harbor Point - Baltimore Waterfront 1305 Dock Street* Baltimore, MD 2016 90 % 103 96.1 % 3,115,440 2,622 1405 Point* (5) Baltimore, MD 2018 100 % 289 94.5 % 8,844,300 2,700 Southeast Sunbelt Chronicle Mill Apartments* Belmont, NC 2022 85 % (6) 238 96.6 % 5,055,672 1,832 Greenside Apartments Charlotte, NC 2018 100 % 225 90.7 % 4,598,520 1,878 The Everly* Gainesville, GA 2022 100 % 223 95.5 % 4,596,096 1,798 Mid-Atlantic Liberty Apartments* Newport News, VA 2013 100 % 197 98.5 % 4,070,124 1,748 Smith's Landing (5) Blacksburg, VA 2009 100 % 284 100.0 % 6,121,680 1,796 The Edison* Richmond, VA 2014 100 % 174 94.3 % 3,176,436 1,614 Total / Weighted Average 2,492 95.3 % $ 57,460,296 $ 2,015.30 ________________________________________ * Mixed-use asset or located in a mixed-use development.
Biggest changeA property classified as Held for Sale is not considered stabilized. 4 Table of Contents Property Location Year Built / Renovated / Redeveloped Ownership Interest Net Rentable Square Feet (1) Occupancy (2) ABR (3) ABR per Leased SF (3) Retail Town Center of Virginia Beach 249 Central Park Retail* Virginia Beach, VA 2004 100 % 35,161 100.0 % $ 1,245,944 $ 35.44 4525 Main Street Retail* Virginia Beach, VA 2014 100 % 26,328 100.0 % 683,284 25.95 4621 Columbus Retail* Virginia Beach, VA 2020 100 % 84,000 100.0 % 1,218,000 14.50 Columbus Village* Virginia Beach, VA 2020 100 % 62,207 100.0 % 2,055,522 33.04 Commerce Street Retail* Virginia Beach, VA 2008 100 % 19,173 100.0 % 896,323 46.75 Fountain Plaza Retail* Virginia Beach, VA 2004 100 % 35,961 94.4 % 1,179,738 34.76 Pembroke Square* Virginia Beach, VA 2015 100 % 124,181 100.0 % 2,096,262 16.88 Premier Retail* Virginia Beach, VA 2018 100 % 39,015 94.9 % 1,348,564 36.41 South Retail* Virginia Beach, VA 2002 100 % 38,515 84.9 % 1,055,290 32.26 Studio 56 Retail* Virginia Beach, VA 2007 100 % 11,594 100.0 % 415,639 35.85 The Cosmopolitan Retail* Virginia Beach, VA 2020 100 % 41,872 100.0 % 1,388,025 33.15 Two Columbus Retail* Virginia Beach, VA 2009 100 % 13,752 100.0 % 532,919 38.75 West Retail* Virginia Beach, VA 2002 100 % 17,558 83.4 % 495,194 33.82 Harbor Point - Baltimore Waterfront Constellation Retail* Baltimore, MD 2016 90 % 38,464 66.3 % 791,697 31.05 Point Street Retail* Baltimore, MD 2018 100 % 18,632 80.5 % 537,784 35.84 Grocery Anchored Broad Creek Shopping Center (4) Norfolk, VA 2001 100 % 121,504 89.6 % 2,207,241 20.28 Broadmoor Plaza South Bend, IN 1980 100 % 115,059 83.8 % 1,129,674 11.71 Brooks Crossing Retail* Newport News, VA 2016 65 % (5) 18,349 91.3 % 255,832 15.27 Delray Beach Plaza* (4) Delray Beach, FL 2021 100 % 87,207 91.2 % 2,820,684 35.46 Greenbrier Square Chesapeake, VA 2017 100 % 260,625 100.0 % 2,644,891 10.15 Greentree Shopping Center Chesapeake, VA 2014 100 % 15,719 100.0 % 374,082 23.80 Hanbury Village Chesapeake, VA 2009 100 % 98,638 100.0 % 2,062,304 20.91 Lexington Square Lexington, SC 2017 100 % 85,440 97.2 % 1,878,986 22.63 North Pointe Center Durham, NC 2009 100 % 226,083 96.8 % 2,965,802 13.56 Parkway Centre Moultrie, GA 2017 100 % 61,200 100.0 % 867,367 14.17 Parkway Marketplace Virginia Beach, VA 1998 100 % 37,804 97.1 % 740,768 20.18 Perry Hall Marketplace Perry Hall, MD 2001 100 % 74,251 100.0 % 1,306,156 17.59 Sandbridge Commons Virginia Beach, VA 2015 100 % 69,417 100.0 % 966,598 13.92 Tyre Neck Harris Teeter (4) Portsmouth, VA 2011 100 % 48,859 100.0 % 559,948 11.46 Southeast Sunbelt Chronicle Mill Retail* Belmont, NC 2022 85 % (5) 11,530 22.4 % 172,042 66.53 North Hampton Market Taylors, SC 2004 100 % 114,954 97.7 % 1,597,698 14.22 One City Center Retail* Durham, NC 2019 100 % 22,679 55.7 % 431,762 34.20 Overlook Village Asheville, NC 1990 100 % 151,365 100.0 % 2,436,216 16.09 Patterson Place Durham, NC 2004 100 % 159,842 98.4 % 2,717,897 17.27 Providence Plaza Retail* Charlotte, NC 2008 100 % 49,447 100.0 % 1,595,867 32.27 South Square Durham, NC 2005 100 % 109,590 100.0 % 2,117,638 19.32 The Interlock Retail* (4) Atlanta, GA 2021 100 % 108,379 93.4 % 5,271,998 52.09 Wendover Village Greensboro, NC 2004 100 % 176,997 98.3 % 3,627,499 20.84 Mid-Atlantic Dimmock Square Colonial Heights, VA 1998 100 % 106,166 100.0 % 1,945,347 18.32 Harrisonburg Regal Harrisonburg, VA 1999 100 % 49,000 100.0 % 753,620 15.38 Liberty Retail* Newport News, VA 2013 100 % 25,461 79.0 % 361,844 17.98 Marketplace at Hilltop (4) Virginia Beach, VA 2001 100 % 116,953 95.9 % 2,805,804 25.02 Red Mill Commons Virginia Beach, VA 2005 100 % 373,808 96.6 % 7,302,851 20.23 Southgate Square Colonial Heights, VA 2016 100 % 260,131 84.6 % 3,377,837 15.34 Southshore Shops Midlothian, VA 2006 100 % 40,307 95.7 % 886,406 22.98 The Edison Retail* Richmond, VA 2014 100 % 20,196 23.3 % 139,940 29.72 Total / Weighted Average 3,823,373 94.9 % $ 74,262,784 $ 20.47 5 Table of Contents Property Location Year Built / Renovated / Redeveloped Ownership Interest Net Rentable Square Feet (1) Occupancy (2) ABR (3) ABR per Leased SF (3) Office Town Center of Virginia Beach 249 Central Park Office* Virginia Beach, VA 2004 100 % 57,295 100.0 % $ 1,493,213 $ 26.06 4525 Main Street Office* Virginia Beach, VA 2014 100 % 208,760 96.0 % 6,596,868 32.91 4605 Columbus Office* (6) Virginia Beach, VA 2002 100 % 19,335 100.0 % 522,045 27.00 Armada Hoffler Tower* (6) Virginia Beach, VA 2002 100 % 298,353 99.1 % 9,512,751 32.18 One Columbus* Virginia Beach, VA 1984 100 % 129,066 100.0 % 3,562,255 27.60 Two Columbus Office* Virginia Beach, VA 2009 100 % 94,708 96.5 % 2,561,548 28.02 Harbor Point - Baltimore Waterfront Constellation Office* Baltimore, MD 2016 90 % 453,018 100.0 % 15,946,114 35.20 Thames Street Wharf* (6) Baltimore, MD 2010 100 % 263,426 98.8 % 8,209,507 31.54 Wills Wharf* (4) Baltimore, MD 2020 100 % 326,895 94.1 % 9,665,509 31.42 Southeast Sunbelt Chronicle Mill Office* Belmont, NC 2022 85 % (5) 5,932 100.0 % 177,960 30.00 One City Center Office* Durham, NC 2019 100 % 128,920 71.0 % 2,814,779 30.73 Providence Plaza Office* Charlotte, NC 2008 100 % 53,671 100.0 % 1,675,231 31.21 The Interlock Office* (4) Atlanta, GA 2021 100 % 199,170 94.4 % 7,600,150 40.43 Mid-Atlantic Brooks Crossing Office* Newport News, VA 2019 100 % 98,061 100.0 % 2,043,004 20.83 Total / Weighted Average 2,336,610 96.4 % $ 72,380,934 $ 32.15 Property Location Year Built / Renovated / Redeveloped Ownership Interest Units Occupancy (2) AQR (7) Monthly Rent per Occupied Unit Multifamily Town Center of Virginia Beach Encore Apartments* Virginia Beach, VA 2014 100 % 286 94.4 % $ 6,077,041 $ 1,876 Premier Apartments* Virginia Beach, VA 2018 100 % 131 91.6 % 3,092,764 2,148 The Cosmopolitan* Virginia Beach, VA 2020 100 % 342 94.2 % 9,192,499 2,379 Harbor Point - Baltimore Waterfront 1305 Dock Street* Baltimore, MD 2016 90 % 103 97.1 % 3,165,430 2,638 1405 Point* (4) Baltimore, MD 2018 100 % 289 94.5 % 8,937,582 2,728 Southeast Sunbelt Chandler Residences* Roswell, GA 2024 100 % 137 88.3 % 4,059,612 2,796 Chronicle Mill Apartments* Belmont, NC 2022 85 % (5) 238 96.2 % 5,201,291 1,893 The Everly Gainesville, GA 2022 100 % 223 92.8 % 4,449,264 1,791 Mid-Atlantic Liberty Apartments* Newport News, VA 2013 100 % 199 95.0 % 4,168,458 1,838 Smith's Landing (4) Blacksburg, VA 2009 100 % 284 100.0 % 6,203,040 1,820 The Edison* Richmond, VA 2014 100 % 174 92.0 % 3,301,430 1,719 Total / Weighted Average 2,406 94.6 % $ 57,848,411 $ 2,119 ________________________________________ * Mixed-use asset or located in a mixed-use development.
See Note 7 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K. The Allure at Edinburgh On July 26, 2023, we entered into a $9.2 million preferred equity investment for the development of a multifamily property located in Chesapeake, Virginia ("The Allure at Edinburgh").
See Note 8 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K. The Allure at Edinburgh On July 26, 2023, we entered into a $9.2 million preferred equity investment for the development of a multifamily property located in Chesapeake, Virginia ("The Allure at Edinburgh").
(3) For the properties in our retail and office portfolios, annualized base rent ("ABR") is calculated by multiplying (a) monthly base rent (defined as cash base rent, before contractual tenant concessions and abatements, and excluding tenant reimbursements for expenses paid by us) as of December 31, 2024 for in-place leases as of such date by (b) 12, and does not give effect to periodic contractual rent increases or contingent rental revenue (e.g., percentage rent based on tenant sales thresholds).
(3) For the properties in our retail and office portfolios, annualized base rent ("ABR") is calculated by multiplying (a) monthly base rent (defined as cash base rent, before contractual tenant concessions and abatements, and excluding tenant reimbursements for expenses paid by us) as of December 31, 2025 for in-place leases as of such date by (b) 12, and does not give effect to periodic contractual rent increases or contingent rental revenue (e.g., percentage rent based on tenant sales thresholds).
We are a vertically-integrated, self-managed REIT with over four decades of experience managing high-quality properties located primarily in the Mid-Atlantic and Southeastern United States. Our focus is to deliver long-term, sustainable shareholder value by consistently investing in and operating the highest-quality assets, maintaining a robust and resilient balance sheet, and fostering a dynamic, highly skilled team.
We are a self-managed REIT with over four decades of experience managing high-quality properties located primarily in the Mid-Atlantic and Southeastern United States. Our focus is to deliver long-term, sustainable shareholder value by consistently investing in and operating the highest-quality assets, maintaining a robust and resilient balance sheet, and fostering a dynamic, highly skilled team.
The net rentable square footage included in office leases is generally consistent with the Building Owners and Managers Association 1996 measurement guidelines. (2) Occupancy for each of our retail and office properties is calculated as (a) square footage under executed leases as of December 31, 2024, divided by (b) net rentable square feet, expressed as a percentage.
The net rentable square footage included in office leases is generally consistent with the Building Owners and Managers Association 1996 measurement guidelines. (2) Occupancy for each of our retail and office properties is calculated as (a) square footage under executed leases as of December 31, 2025, divided by (b) net rentable square feet, expressed as a percentage.
We also received a call option to purchase a controlling interest in the entity that owns Solis Gainesville II at fair market value during the period from January 1, 2025 to December 31, 2025, which option also gives us a right of first refusal to buy the property during the same period.
We also received a call option to purchase a controlling interest in the entity that owns Solis Gainesville II at fair market value during the period from January 1, 2025 to December 31, 2025, which option also gave us a right of first refusal to buy the property during the same period.
The preferred equity investment has economic and other terms consistent with a note receivable, including a mandatory redemption feature effective on January 16, 2028, and it is accounted for as a note receivable. Our investment bears interest at a rate of 15.0%, which does not compound.
The preferred equity investment has economic and other terms consistent with a note receivable, including a mandatory redemption feature effective on January 16, 2028, and it is accounted for as a note receivable. Our investment bore interest at a rate of 15.0%, which does not compound.
The preferred equity investment has economic and other terms consistent with a note receivable, including a mandatory redemption feature effective on October 27, 2027, and it is accounted for as a note receivable. Our investment bears interest at a rate of 15.0% for the first 27 months.
The preferred equity investment has economic and other terms consistent with a note receivable, including a mandatory redemption feature effective on October 27, 2027, and it is accounted for as a note receivable. Our investment bore interest at a rate of 15.0% for the first 27 months.
In addition, all but one of the properties in our portfolio as of December 31, 2024 were located in Maryland, Virginia, North Carolina, South Carolina, Florida and Georgia, which are areas subject to an increased risk of hurricanes.
In addition, all but one of the properties in our portfolio as of December 31, 2025 were located in Maryland, Virginia, North Carolina, South Carolina, Florida and Georgia, which are areas subject to an increased risk of hurricanes.
The Sustainability Report is updated periodically. This website address is intended to be an inactive textual reference only. None of the information on, or accessible through, our website is part of this Form 10-K or is incorporated by reference herein.
The Sustainability Report is updated annually. This website address is intended to be an inactive textual reference only. None of the information on, or accessible through, our website is part of this Form 10-K or is incorporated by reference herein.
As a result, we may be required to provide rent concessions or abatements, incur charges for tenant improvements and other inducements, including early termination rights or below-market renewal options, or we may not be able to timely lease vacant space. We also face competition when pursuing development, acquisition, and lending opportunities.
As a result, we may be required to provide rent concessions or abatements, incur charges for tenant improvements and other inducements, including early termination rights, rights to reduce their leased space, or below-market renewal options, or we may not be able to timely lease vacant space. We also face competition when pursuing development, acquisition, and lending opportunities.
See Note 7 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K. 10 Table of Contents Solis Peachtree Corners On July 26, 2023, we entered into a $28.4 million preferred equity investment for the development of a multifamily property located in Peachtree Corners, Georgia ("Solis Peachtree Corners").
See Note 8 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K. Solis Peachtree Corners On July 26, 2023, we entered into a $28.4 million preferred equity investment for the development of a multifamily property located in Peachtree Corners, Georgia ("Solis Peachtree Corners").
Beginning on November 1, 2025, the investment will bear interest at a rate of 9.0% for 12 months. On November 1, 2026, the investment will again bear interest at a rate of 15.0% through maturity. The interest compounds annually.
Beginning on November 1, 2025, the investment began bearing interest at a rate of 9.0% for 12 months. On November 1, 2026, the investment will again bear interest at a rate of 15.0% through maturity. The interest compounds annually.
In operating and managing our portfolio, we compete for tenants based on a number of factors, including location, rental rates, security, flexibility, and expertise to design space to meet prospective tenants’ needs and the manner in which the property is operated, maintained, and marketed.
In operating and managing our portfolio, we compete for tenants based on a number of factors, including location, rental rates, security, flexibility, and expertise to design space to meet prospective tenants’ needs and the 14 Table of Contents manner in which the property is operated, maintained, and marketed.
In addition, the presence of ACBM in our properties may expose us to third-party liability (e.g. liability for personal 13 Table of Contents injury associated with exposure to asbestos). We are not presently aware of any material adverse issues at our properties including ACBM.
In addition, the presence of ACBM in our properties may expose us to third-party liability (e.g. liability for personal injury associated with exposure to asbestos). We are not presently aware of any material adverse issues at our properties including ACBM.
Our Business and Growth Strategies Armada Hoffler's primary business objectives are to: (i) continue to acquire and manage high quality multifamily, office, and retail properties in our target markets, (ii) finance and operate our portfolio in a manner that increases cash flow and property values, (iii) pursue selective acquisition and disposition opportunities, and (iv) deliver long-term sustainable shareholder value.
Our Business and Growth Strategies Armada Hoffler's primary business objectives are to: (i) continue to acquire and manage high quality commercial properties in our target markets, (ii) finance and operate our portfolio in a manner that increases cash flow and property values, (iii) pursue selective acquisition and disposition opportunities, and (iv) deliver long-term sustainable shareholder value.
ABR per leased square foot is calculated by dividing (a) ABR by (b) square footage under in-place leases as of December 31, 2024. In the case of triple net or modified gross 5 Table of Contents leases, our calculation of ABR does not include tenant reimbursements for real estate taxes, insurance, common area, or other operating expenses.
ABR per leased square foot is calculated by dividing (a) ABR by (b) square footage under in-place leases as of December 31, 2025. In the case of triple net or modified gross 6 Table of Contents leases, our calculation of ABR does not include tenant reimbursements for real estate taxes, insurance, common area, or other operating expenses.
Upon The Allure at Edinburgh obtaining a certificate of occupancy, the investment will bear interest at a rate of 10.0%. The common equity partner in the development property holds an option to sell the property to us at a predetermined amount if certain conditions are met.
Upon The Allure at Edinburgh obtaining a certificate of occupancy, the investment bears interest at a rate of 10.0%. The common equity partner in the development property holds an option to sell the property to us at a predetermined amount if certain conditions are met.
The preferred equity investment is subject to a minimum interest guarantee of $5.9 million over the life of the investment, which represents approximately 24 months of interest.
The preferred equity investment was subject to a minimum interest guarantee of $5.9 million over the life of the investment, which represents approximately 24 months of interest.
(8) For the properties in our multifamily portfolio, annualized quarterly rent ("AQR") is calculated by multiplying (a) revenue for the quarter ended December 31, 2024 by (b) four. Lease Expirations The following tables summarize the scheduled expirations of leases in our retail and office operating property portfolios as of December 31, 2024.
(7) For the properties in our multifamily portfolio, annualized quarterly rent ("AQR") is calculated by multiplying (a) revenue for the quarter ended December 31, 2025 by (b) four. Lease Expirations The following tables summarize the scheduled expirations of leases in our retail and office operating property portfolios as of December 31, 2025 .
In addition, we have elected to treat AHP Holding, Inc., which, through its wholly-owned subsidiaries, operates our construction, development, and third-party asset management businesses, as a taxable REIT subsidiary ("TRS"). As a REIT, we generally will not be subject to U.S. federal income tax on our net taxable income that we distribute currently to our stockholders.
In addition, we have elected to treat AHP Holding, Inc., which, through its wholly-owned subsidiaries, has historically operated our construction, development, and third-party asset management businesses, as a TRS. As a REIT, we generally will not be subject to U.S. federal income tax on our net taxable income that we distribute currently to our stockholders.
Solis Gainesville II On October 3, 2022, we entered into a $19.6 million preferred equity investment for the development of a multifamily property located in Gainesville, Georgia (Solis Gainesville II). This project is located nearby our recently completed multifamily development project in Gainesville, The Everly.
Real Estate Financing Investments Solis Gainesville II On October 3, 2022, we entered into a $19.6 million preferred equity investment for the development of a multifamily property located in Gainesville, Georgia (Solis Gainesville II). This project is located nearby our recently completed multifamily development project in Gainesville, The Everly.
Additionally, effective January 1, 2023, the investment earns an unused commitment fee of 10.0% on the unfunded portion of the investment's maximum loan commitment and an equity fee on our commitment of $0.3 million, which is amortized through the date of redemption. Both the interest and unused commitment fee compound annually.
Additionally, effective January 1, 2023, the investment earned an unused commitment fee of 10.0% on the unfunded portion of the investment's maximum loan commitment and an equity fee on our commitment of $0.3 million, which was amortized through the date of redemption. Both the interest and unused commitment fee compound annually.
As of December 31, 2024, our executive officers and directors collectively held a stake of approximately 10.8% in our company on a fully diluted basis, which we believe aligns their interests with those of our stockholders. • Armada Hoffler strategically focuses on target markets in the Mid-Atlantic and Southeastern regions of the United States.
As of December 31, 2025, our executive officers and directors collectively held a stake of approximately 9.4% in our company on a fully diluted basis, which we believe aligns their interests with those of our stockholders. • Armada Hoffler strategically focuses on target markets in the Mid-Atlantic and Southeastern regions of the United States.
The preferred equity investment has economic and other terms consistent with a note receivable, including a mandatory redemption or maturity on October 3, 2026, and it is accounted for as a note receivable. Our investment bears interest at a rate of 14.0% through the first 24 months of the investment.
The preferred equity investment had economic and other terms consistent with a note receivable, including a mandatory redemption or maturity on October 3, 2026, and it was accounted for as a note receivable. Our investment bore interest at a rate of 14.0% through the first 24 months of the investment.
The balance on the Solis Kennesaw note was $45.6 million as of December 31, 2024, which includes $5.2 million of cumulative accrued interest, $2.9 million of cumulative accrued unused commitment fees, and a discount of $0.3 million due to unamortized equity fees. During the year ended December 31, 2024, we recognized $5.4 million of interest income on the note.
The balance on the Solis Kennesaw note was $50.4 million as of December 31, 2025, which includes $9.9 million of cumulative accrued interest, $2.9 million of cumulative accrued unused commitment fees, and a discount of $0.2 million due to unamortized equity fees. During the year ended December 31, 2025, we recognized $4.9 million of interest income on the note.
As of December 31, 2024, the asset value of our entire interest rate derivative portfolio, net of unrealized gains, was $15.9 million.
As of December 31, 2025, the asset value of our entire interest rate derivative portfolio, net of unrealized gains, was $7.9 million.
The balance on the Solis Peachtree Corners note was $33.5 million as of December 31, 2024, which includes $3.3 million of cumulative accrued interest, $2.1 million of cumulative accrued unused commitment fees, and a discount of $0.3 million due to unamortized equity fees. During the year ended December 31, 2024, we recognized $4.1 million of interest income on the note.
The balance on the Solis Peachtree Corners note was $38.4 million as of December 31, 2025, which includes $8.1 million of cumulative accrued interest, $2.1 million of cumulative accrued unused commitment fees, and a discount of $0.2 million due to unamortized equity fees. During the year ended December 31, 2025, we recognized $4.9 million of interest income on the note.
Our investment bears interest at a rate of 14.0% for the first 24 months. Beginning on May 25, 2025, the investment will bear interest at a rate of 9.0% for the following 12 months. On May 25, 2026, the investment will again bear interest at a rate of 14.0% through maturity. The interest compounds annually.
Beginning on May 25, 2025, the investment began bearing interest at a rate of 9.0% for the following 12 months. On May 25, 2026, the investment will again bear interest at a rate of 14.0% through maturity. The interest compounds annually.
(4) Formerly known as Apex Entertainment. (5) We lease all or a portion of the land underlying this property pursuant to a ground lease. (6) We are entitled to a preferred return on our investment in this property.
(4) We lease all or a portion of the land underlying this property pursuant to a ground lease. (5) We are entitled to a preferred return on our investment in this property.
(2) Represents leases that expired on December 31, 2024.
(2) Represents leases that expired on December 31, 2025.
(2) Represents leases that expired on December 31, 2024.
(2) Represents leases that expired on December 31, 2025.
Beginning on October 3, 2024, the investment will bear interest at a rate of 10.0% for 12 months. On October 3, 2025, the investment will again bear interest at a rate of 14.0% through maturity.
Beginning on October 3, 2024, the investment bore interest at a rate of 10.0% for 12 months. On October 3, 2025, the investment began bearing interest at a rate of 14.0% through maturity.
We seek to achieve our objectives through the following strategies: • Armada Hoffler intends to continue to grow our asset base and create value through the selective acquisition of high-quality properties that are well-located in submarkets, with strong demand, which we believe will provide solid returns. • Armada Hoffler intends to optimize operational efficiency and maximize cash flow by implementing strategies such as reducing operating costs, optimizing property performance, and focusing on value-add enhancements such as strategic redevelopment opportunities and tenant retention strategies to enhance the long-term value of each property. • Armada Hoffler seeks to provide financial stability, liquidity, and the ability to invest in growth opportunities by managing assets, liabilities, and equity efficiently. • Armada Hoffler opportunistically divests properties when we believe returns have been maximized and we believe redeploying the capital into new acquisition, repositioning, or redevelopment projects will generate higher potential risk-adjusted returns. • Armada Hoffler will selectively deploy capital with our real estate financing platform in order to create opportunities to acquire select properties.
We seek to achieve our objectives through the following strategies: • Armada Hoffler intends to continue to grow our asset base and create value through the selective acquisition of high-quality properties that are mixed-use communities, with strong demand, which we believe will provide solid returns. • Armada Hoffler intends to optimize operational efficiency and maximize cash flow by implementing strategies such as reducing operating costs, optimizing property performance, and focusing on value-add enhancements such as strategic redevelopment opportunities and tenant retention strategies to enhance the long-term value of each property. • Armada Hoffler seeks to provide financial stability, liquidity, and the ability to invest in growth opportunities by managing assets, liabilities, and equity efficiently. • Armada Hoffler opportunistically divests properties when we believe returns have been maximized and we believe redeploying the capital into new acquisition, repositioning, or redevelopment projects will generate higher potential risk-adjusted returns. 3 Table of Contents Our Properties The table below sets forth certain information regarding our stabilized portfolio as of December 31, 2025.
The balance on the Solis North Creek note was $5.8 million as of December 31, 2024, which includes $0.2 million of cumulative accrued interest and $0.5 million of cumulative accrued unused commitment fees. During the year ended December 31, 2024, we recognized $0.7 million of interest income on the note.
The balance on the Solis North Creek note was $30.0 million as of December 31, 2025, which includes $2.3 million of cumulative accrued interest and $1.0 million of cumulative accrued unused commitment fees. During the year ended December 31, 2025, we recognized $2.6 million of interest income on the note.
(7) As of December 31, 2024, we occupied 54,621 square feet at these two properties at an ABR of $1.7 million, or $30.37 per leased square foot, which amounts are reflected in this table. The rent paid by us is eliminated in the consolidated financial statements in accordance with U.S. generally accepted accounting principles ("GAAP").
(6) As of December 31, 2025, we occupied 38,879 square feet at these three properties at an ABR of $1.1 million, or $28.06 per leased square foot, which amounts are reflected in this table. The rent paid by us is eliminated in the consolidated financial statements in accordance with U.S. generally accepted accounting principles ("GAAP").
The land parcel was classified as held-for-sale as of December 31, 2024. Tax Status We have elected and qualified to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2013.
Tax Status We have elected and qualified to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2013.
Development Pipeline In addition to the properties in our operating property portfolio as of December 31, 2024, we had the following properties in various stages of development and stabilization.
(2) Represents the Company’s 50% share of ABR. Development Pipeline In addition to the properties in our operating property portfolio as of December 31, 2025, we had the following properties in various stages of development and stabilization.
See "Non-GAAP Financial Measures." • Normalized funds from operations attributable to common stockholders and OP Unitholders ("Normalized FFO") of $118.9 million, or $1.29 per diluted share, for the year ended December 31, 2024. See "Non-GAAP Financial Measures." • As of December 31, 2024, weighted average stabilized portfolio occupancy was 96.0%.
See "Non-GAAP Financial Measures." 1 Table of Contents • Normalized funds from operations attributable to common stockholders and OP Unitholders ("Normalized FFO") of $110.4 million, or $1.08 per diluted share, for the year ended December 31, 2025. See "Non-GAAP Financial Measures." • As of December 31, 2025, weighted average stabilized portfolio occupancy was 95.3%.
Competition may also have the effect of reducing the number of suitable development and acquisition opportunities available to us or increasing the price required to consummate a development or acquisition opportunity.
Competition may also have the effect of reducing the number of suitable development and acquisition opportunities available to us or increasing the price required to consummate a development or acquisition opportunity. Human Capital As of December 31, 2025, we had 98 employees.
Under the ADA, all public accommodations must meet federal requirements related to access and use by disabled persons. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable.
The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable.
Retail occupancy was 95.3%, office occupancy was 97.2%, and multifamily occupancy was 95.3%. • Positive spreads on renewals across all segments: ▪ Retail 11.1% (GAAP) and 2.9% (Cash) ▪ Office 18.7% (GAAP) and 3.5% (Cash) ▪ Multifamily 4.7% (GAAP and Cash) • Executed 93 lease renewals and 44 new leases during the year ended December 31, 2024 for an aggregate of 952,019 of net rentable square feet. • Same Store net operating income ("NOI") for the year ended December 31, 2024 increased 1.9% on a GAAP basis compared to the year ended December 31, 2023. • Property segment NOI of $171.0 million for the year ended December 31, 2024, which represents a 6.8% increase compared to $160.1 million for the year ended December 31, 2023. • Third-party construction backlog as of December 31, 2024 was $123.8 million and general contracting and real estate services gross profit for the year ended December 31, 2024 was $13.9 million. • Dividends declared during the year ended December 31, 2024 of $0.82 per share, representing a 5.8% year-over-year increase. 1 Table of Contents • During the fourth quarter of 2024, unrealized gains on non-designated interest rate derivatives that positively affected FFO were $2.5 million.
Retail occupancy was 94.9%, office occupancy was 96.4%, and multifamily occupancy was 94.6%. • Positive spreads on renewals across commercial segments for the year ended December 31, 2025: ▪ Retail 9.7% (GAAP) and 7.1% (Cash) ▪ Office 21.0% (GAAP) and 3.8% (Cash) • Executed 93 lease renewals and 35 new leases during the year ended December 31, 2025 for an aggregate of 858,509 of net rentable square feet. • Same Store net operating income ("NOI") for the year ended December 31, 2025 increased 2.8% on a GAAP basis compared to the year ended December 31, 2024. • Property segment NOI of $177.6 million for the year ended December 31, 2025, which represents a 3.9% increase compared to $171.0 million for the year ended December 31, 2024. • Dividends declared during the year ended December 31, 2025 of $0.56 per share. • During the fourth quarter of 2025, unrealized gains on non-designated interest rate derivatives that positively affected FFO were $4.9 million.
In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants, or others if property damage or personal injury occurs. We are not presently aware of any material adverse indoor air quality issues at our properties.
In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants, or others if property damage or personal injury occurs.
In addition, environmental laws may create liens on contaminated sites in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures.
Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures.
Insurance We carry comprehensive liability, fire, extended coverage, business interruption, and rental loss insurance covering all of the properties in our portfolio under a blanket insurance policy in addition to other coverage that may be appropriate for certain of our properties.
Additionally, any income earned by our services company, and any other TRS we form in the future, will be fully subject to federal, state, and local corporate income tax. 12 Table of Contents Insurance We carry comprehensive liability, fire, extended coverage, business interruption, and rental loss insurance covering all of the properties in our portfolio under a blanket insurance policy in addition to other coverage that may be appropriate for certain of our properties.
Solis North Creek On July 10, 2024, we entered into a $27.0 million preferred equity investment for the development of a multifamily property located in Huntersville, North Carolina ("Solis North Creek").
See Note 8 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K. 11 Table of Contents Solis North Creek On July 10, 2024, we entered into a $27.0 million preferred equity investment for the development of a multifamily property located in Huntersville, North Carolina ("Solis North Creek").
In addition, we maintain a variety of other governance documents, including, among others, a Human Rights Policy, an Insider Trading Policy, an Environmental Policy, a Vendor Conduct Policy, and the charter of our Sustainability Committee, all of which are available in the Corporate Governance section of the Investor Relations section of our website.
In addition, we maintain a variety of other governance documents, including, among others, a Human Rights Policy, an Insider Trading Policy, an Environmental Policy, a Vendor Conduct Policy, and the charter of our Sustainability Committee, all of which are available in the Corporate Governance section of the Investor Relations section of our website. 15 Table of Contents Financial Information For required financial information related to our operations, please refer to our consolidated financial statements, including the notes thereto, included with this Annual Report on Form 10-K.
Development, Not Delivered Schedule (1) Estimated Initial Stabilized AHH Property Type Property Location Size (1) Start Occupancy Operation (2) Ownership % Southern Post Retail Roswell, GA 42,000 sf retail 4Q21 3Q24 1Q26 100% Retail* Southern Post Office Roswell, GA 95,000 sf office 4Q21 2Q24 1Q26 100% Office* Chandler Residences Roswell, GA 137 multifamily units 4Q21 2Q24 2Q25 100% Multifamily* Redevelopment AHH Property Type Property Location Ownership % Columbus Village II Virginia Beach, VA 100% Retail* ________________________________________ 8 Table of Contents * Mixed-use asset or located in a mixed-use development.
Development, Not Delivered Schedule (1) Estimated Initial Stabilized AHH Property Type Property Location Size (1) Start Occupancy Operation (2) Ownership % Southern Post Retail Roswell, GA 42,000 sf retail 4Q21 2Q24 1Q26 100% Retail Southern Post Office Roswell, GA 95,000 sf office 4Q21 2Q24 2Q26 100% Office Allied | Harbor Point Retail Baltimore, MD 12,700 sf retail 2Q22 1Q25 1H26 100% Retail Allied | Harbor Point Office Garage Baltimore, MD 1,246 parking spaces 2Q22 1Q25 1H26 100% Office Allied | Harbor Point Baltimore, MD 312 units 2Q22 1Q25 1H26 100% Multifamily 9 Table of Contents Redevelopment, impacted by significant disruptive events, or unstabilized AHH Property Type Property Location Ownership % Columbus Village II Virginia Beach, VA 100% Retail* Greenside Apartments Charlotte, NC 100% Multifamily Solis Gainesville II Gainesville, GA 100% Multifamily ________________________________________ * Mixed-use asset or located in a mixed-use development.
The investment has economic terms consistent with a note receivable, including a mandatory redemption or maturity on April 28, 2026, and it is accounted for as a note receivable. Our investment bears interest at a rate of 13%, compounded annually, with a minimum preferred return of $5.2 million, which represents approximately 24 months of interest.
The investment has economic terms consistent with a note receivable, including a mandatory redemption or maturity on May 25, 2027, and it is accounted for as a note receivable. Our investment bears interest at a rate of 14.0% for the first 24 months.
We believe that each of the properties in our portfolio has the necessary permits and approvals to operate its business. Americans With Disabilities Act Our properties must comply with Title III of the Americans with Disabilities Act of 1990 (the "ADA"), to the extent that such properties are "public accommodations" as defined by the ADA.
Americans With Disabilities Act Our properties must comply with Title III of the Americans with Disabilities Act of 1990 (the "ADA"), to the extent that such properties are "public accommodations" as defined by the ADA. Under the ADA, all public accommodations must meet federal requirements related to access and use by disabled persons.
Furthermore, we may not be able to obtain adequate insurance coverage at reasonable costs in the future as the costs associated with property and casualty renewals may be higher than anticipated. Regulation General Our properties are subject to various covenants, laws, ordinances, and regulations, including regulations relating to common areas and fire and safety requirements.
In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged. Furthermore, we may not be able to obtain adequate insurance coverage at reasonable costs in the future as the costs associated with property and casualty renewals may be higher than anticipated.
We also hold an option to purchase the property at any time prior to maturity of the preferred equity investment, and at the same predetermined amount as the common equity partner's option to sell. The balance on The Allure at Edinburgh note was $11.2 million as of December 31, 2024, which includes $2.0 million of cumulative accrued interest.
We also hold an option to purchase the property at any time prior to maturity of the preferred equity investment, and at the same predetermined amount as the common equity partner's option to sell. On December 11, 2025, the Company and the investee entered into an amendment to the operating agreement that modified the rights and obligations of the parties.
Our execution on all of the projects identified in the preceding tables are subject to, among other factors, regulatory approvals, financing availability, and suitable market conditions.
Our execution on all of the projects identified in the preceding tables are subject to, among other factors, regulatory approvals, financing availability, and suitable market conditions. Equity Method Investments Harbor Point Parcel 3 During December 2020, we formed a 50/50 joint venture to develop and build T. Rowe Price's new global headquarters in Baltimore's Harbor Point. T.
Our Properties The table below sets forth certain information regarding our stabilized portfolio as of December 31, 2024. We generally consider a property to be stabilized upon the earlier of: (i) the quarter after the property reaches 80% occupancy or (ii) the thirteenth quarter after the property receives its certificate of occupancy.
The Company generally considers a property to be stabilized upon the earlier of (a) the quarter after the property reaches 80% occupancy, or (b) the thirteenth quarter after the property receives its certificate of occupancy.
As of December 31, 2024, we owned, through a combination of direct and indirect interests, 78.6% of the common units of limited partnership interest in our Operating Partnership ("OP Units"). 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.
The Company provides financing for development projects that serve as a pipeline for future acquisition of the stabilized assets. 2025 and Recent Highlights The following highlights our results of continuing operations and significant transactions for the year ended December 31, 2025: • Net loss attributable to common stockholders and holders of OP Units ("OP Unitholders") of $7.5 million, or $0.07 per diluted share, for the year ended December 31, 2025. • Funds from operations attributable to common stockholders and OP Unitholders ("FFO") of $79.7 million, or $0.78 per diluted share, for the year ended December 31, 2025.
See Note 7 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
See Note 8 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K. Acquisitions On June 10, 2025, we acquired the remaining interest in the joint venture that owns Allied | Harbor Point from our partner for the project.
The proceeds were used to pay off the $21.1 million loan secured by the Nexton Square property and pay down our revolving credit facility. For definitions and discussion of FFO, Normalized FFO, NOI, and Same Store NOI, see the section below entitled "Item 7.
For definitions and discussion of FFO, Normalized FFO, NOI, and Same Store NOI, see the section below entitled "Item 7.
Solis Kennesaw On May 25, 2023, we entered into a $37.9 million preferred equity investment for the development of a multifamily property located in Marietta, Georgia. The investment has economic terms consistent with a note receivable, including a mandatory redemption or maturity on May 25, 2027, and it is accounted for as a note receivable.
See Note 8 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K. 10 Table of Contents Solis Kennesaw On May 25, 2023, we entered into a $37.9 million preferred equity investment for the development of a multifamily property located in Marietta, Georgia.
During the year ended December 31, 2024, we recognized $1.4 million of interest income on the note. As of December 31, 2024, this note was fully funded and the development property was approximately 24% leased. See Note 7 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
The balance on The Allure at Edinburgh note was $11.7 million as of December 31, 2025, which includes $2.5 million of cumulative accrued interest. During the year ended December 31, 2025, we recognized $0.9 million of interest income on the note. As of December 31, 2025, this note was fully funded and the development property was approximately 99% leased.
During the year ended December 31, 2024, we recognized $1.5 million of interest income on the note. See Note 7 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
During the year ended December 31, 2025, we recognized $1.6 million of interest income on the note.
Substantially all of our assets are held by, and all of our operations are conducted through, our Operating Partnership.
Substantially all of our assets are held by, and all of our operations are conducted through, our Operating Partnership. As of December 31, 2025, we owned, through a combination of direct and indirect interests, 77.3% of the common units of limited partnership interest in our Operating Partnership ("OP Units").
Plans for this development may evolve as the development process proceeds. Project costs at this time are subject to change and currently estimated at $277.9 million. We have a current projected equity commitment of $52.9 million relating to this project, of which we had funded $46.4 million as of December 31, 2024.
We have a current projected equity commitment of $54.0 million relating to this project, of which we had funded $50.3 million as of December 31, 2025. We provided a completion guarantee to the lender for this project.
These markets demonstrate attractive fundamentals driven by favorable supply and demand characteristics, high barriers, and limited competition.
These markets demonstrate attractive fundamentals driven by favorable supply and demand characteristics, high barriers, and limited competition. We believe that our longstanding presence in our target markets provides us with significant advantages in sourcing and executing development opportunities, identifying and mitigating potential risks, and negotiating attractive pricing.
The spaces were available for lease as of January 1, 2025. 7 Table of Contents Tenant Diversification The following table lists the 20 largest tenants in our retail and office operating property portfolios, based on ABR as of December 31, 2024 ($ in thousands): Tenant (1) Number of Leases Lease Expiration ABR % of Total ABR/AQR Constellation Energy Generation 1 2036 $ 15,463 7.7 % Morgan Stanley 3 2028 - 2035 8,883 4.4 % Harris Teeter/Kroger 6 2026 - 2035 3,781 1.9 % Clark Nexsen 1 2029 2,914 1.4 % Canopy by Hilton 1 2045 2,698 1.3 % Dick's Sporting Goods/Golf Galaxy 2 2028 - 2032 1,977 1.0 % Franklin Templeton 1 2038 1,898 0.9 % Huntington Ingalls Industries 2 2025 - 2029 1,774 0.9 % Duke University 1 2029 1,742 0.9 % TJ Maxx/Homegoods 5 2026 - 2030 1,554 0.8 % PetSmart 5 2027 - 2030 1,527 0.8 % Georgia Tech 1 2031 1,446 0.7 % WeWork 1 2034 1,348 0.7 % Mythics 1 2030 1,311 0.7 % Puttshack 1 2036 1,203 0.6 % Apex Entertainment 1 2035 1,176 0.6 % Pindrop 1 2027 1,172 0.6 % Kimley-Horn 1 2027 1,145 0.6 % Amazon/Whole Foods 1 2040 1,144 0.6 % Ross Dress for Less 3 2027 - 2030 1,122 0.6 % Top 20 Total $ 55,278 27.7 % ________________________________________ (1) Excludes leases from development and redevelopment properties that have been delivered but are not yet stabilized.
Rowe Price (2) 1 2026 - 2035 7,900 3.9 % The Kroger Co. 6 2029 3,781 1.8 % Clark Nexsen 1 2045 2,914 1.4 % Canopy by Hilton 1 2028 - 2032 2,725 1.3 % Dick's Sporting Goods 3 2038 2,480 1.2 % The Gathering Spot 2 2025 - 2029 2,030 1.0 % Franklin Templeton 1 2029 1,936 0.9 % Huntington Ingalls Industries 2 2026 - 2030 1,807 0.9 % Duke University 1 2027 - 2030 1,786 0.9 % PetSmart 5 2031 1,566 0.8 % The TJX Companies 5 2034 1,566 0.8 % Williams Mullen 1 2030 1,506 0.7 % Georgia Tech 1 2036 1,475 0.7 % Vestis Corporation 1 2035 1,465 0.7 % Mythics 1 2027 1,337 0.7 % Apex Entertainment 1 2027 1,218 0.6 % Regal Cinemas 2 2040 1,215 0.6 % Amazon/Whole Foods 1 2027 - 2030 1,214 0.6 % Top 20 Total $ 64,419 31.5 % ________________________________________ (1) Excludes leases from development and redevelopment properties that have been delivered but are not yet stabilized.
As of December 31, 2024, this note was fully funded and the development property was approximately 69% leased. See Note 7 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
See Note 6 of the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. On December 5, 2025, we executed a purchase and sale agreement to acquire Solis Gainesville II, a 184-unit multifamily asset in Gainesville, Georgia. The acquisition was closed on December 10, 2025.
The spaces were available for lease as of January 1, 2025. 6 Table of Contents Office Lease Expirations Year of Lease Expiration (1) Number of Leases Expiring Square Footage of Leases Expiring % Portfolio Net Rentable Square Feet ABR % of Office Portfolio ABR Available — 66,385 2.8 % $ — — % Month-to-Month 7 15,137 0.6 % 180,545 0.3 % 2024 (2) 1 2,174 0.1 % 64,263 0.1 % 2025 10 62,742 2.7 % 2,604,074 3.6 % 2026 10 46,312 2.0 % 1,429,004 2.0 % 2027 20 180,570 7.7 % 6,205,737 8.7 % 2028 14 111,841 4.8 % 3,441,772 4.8 % 2029 16 356,996 15.3 % 10,183,388 14.3 % 2030 14 169,665 7.3 % 5,433,353 7.6 % 2031 8 142,915 6.1 % 4,171,960 5.8 % 2032 4 43,522 1.9 % 1,228,475 1.7 % 2033 6 70,374 3.0 % 2,153,946 3.0 % 2034 6 119,019 5.1 % 2,986,668 4.2 % Thereafter 13 947,411 40.6 % 31,320,571 43.9 % Total / Weighted Average 129 2,335,063 100.0 % $ 71,403,756 100.0 % ________________________________________ (1) Excludes leases from development and redevelopment properties that have been delivered but are not yet stabilized.
The spaces were available for lease as of January 1, 2026. 7 Table of Contents Office Lease Expirations Year of Lease Expiration (1) Number of Leases Expiring Square Footage of Leases Expiring % Portfolio Net Rentable Square Feet ABR % of Office Portfolio ABR Available — 85,249 3.6 % $ — — % Month-to-Month 5 1,312 0.1 % 98,374 0.1 % 2025 (2) 1 17,405 0.7 % 554,871 0.8 % 2026 9 40,857 1.7 % 1,214,870 1.7 % 2027 20 144,500 6.2 % 5,198,358 7.2 % 2028 16 120,564 5.2 % 3,821,936 5.3 % 2029 15 272,371 11.7 % 7,449,231 10.3 % 2030 15 168,115 7.2 % 5,377,902 7.4 % 2031 10 151,776 6.5 % 4,532,462 6.3 % 2032 6 58,051 2.5 % 1,699,695 2.3 % 2033 11 86,790 3.7 % 2,695,482 3.7 % 2034 7 99,783 4.3 % 2,867,745 4.0 % 2035 3 293,189 12.5 % 9,190,091 12.7 % Thereafter 16 796,648 34.1 % 27,679,917 38.2 % Total 134 2,336,610 100.0 % $ 72,380,934 100.0 % ________________________________________ (1) Excludes leases from development and redevelopment properties that have been delivered but are not yet stabilized.
Removed
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.
Added
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.
Removed
These unrealized gains are excluded from normalized FFO. • In July, we realized $25.8 million in cash upon full redemption of the Solis City Park II preferred equity investment. • In September, we raised $108.7 million of gross proceeds in an underwritten public offering of 10.35 million shares of our common stock at a public offering price of $10.50 per share.
Added
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.
Removed
Net proceeds, after deducting the underwriting discount and offering expenses, totaled $103.5 million. • On September 27, 2024, we paid off the $35.0 million, $23.7 million, and $10.9 million balances of the loans secured by the Chronicle Mill mixed-use multifamily, retail, and office property, the Premier mixed-use multifamily and retail property, and the Market at Mill Creek retail property, respectively. • We delivered Southern Post Retail, Southern Post Office, and Chandler Residences, a mixed-use development comprised of 42,000 square feet of retail space, 95,000 square feet of office space, and 137 multifamily units. • Consistent with our previously announced succession plan, on November 14, 2024, Louis S.
Added
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.
Removed
Haddad informed our board of directors of his decision to retire from his position as Chief Executive Officer of the Company (“Chief Executive Officer”), effective December 31, 2024. Mr. Haddad remains a director and the Executive Chairman of our board through the Company’s 2025 annual meeting of stockholders, at which Mr.
Added
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.
Removed
Haddad is expected to be nominated for reelection to the board. • Pursuant to the previously announced succession plan, the board appointed Shawn J. Tibbetts, the Company’s President and Chief Operating Officer, to the position of Chief Executive Officer and President effective January 1, 2025. The board appointed Mr.
Added
Operating Segments Following the discontinuation of the general contracting and real estate services segment, we operate our business through four reportable segments: 1. Retail real estate: The Company’s retail portfolio is concentrated in high-barrier-to-entry markets and is anchored by credit-worthy tenants, including grocery stores and big-box retailers.
Removed
Tibbetts to the board in connection with his promotion to Chief Executive Officer . • On November 27, 2024, we closed on a loan secured by the Premier Retail and Premier Apartments properties, using the $29.4 million in proceeds to pay off the $24.5 million balance of the loan secured by the Southgate Square retail property and pay down $4.9 million on our revolving credit facility. • On December 18, 2024, we completed the disposition of the Market at Mill Creek and Nexton Square retail properties for gross proceeds of $82.0 million, resulting in a combined net gain on real estate dispositions of $21.3 million.
Added
As of December 31, 2025, the retail portfolio had an occupancy level of 94.9%, and renewal spreads (on a GAAP basis) of 15.3%. 2. Office real estate: The office portfolio consists primarily of Class A office space located in mixed-use town centers, such as the Town Center of Virginia Beach and Harbor Point in Baltimore.
Removed
We believe that our longstanding presence in our target 2 Table of Contents markets provides us with significant advantages in sourcing and executing development opportunities, identifying and mitigating potential risks, and negotiating attractive pricing. • Armada Hoffler leverages mezzanine lending and preferred equity arrangements, which provide opportunities to acquire completed development projects at prices that are below market or at cost and may enable us to realize profit on projects we do not intend to own. • Our platform consists of asset management, development, and construction expertise, which comprise an integrated delivery system for every project that we build for our portfolio or for third-party clients.
Added
The segment continues to benefit from the "flight to quality" trend, maintaining an occupancy level of 96.4% and renewal spreads (on a GAAP basis) of 9.1%. 3. Multifamily real estate: The Company owns and operates luxury apartment communities, primarily within its mixed-use developments. This segment provides stable cash flows and serves as a hedge against inflation through short-term leases. 4.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

75 edited+18 added−46 removed300 unchanged
Biggest changeGround lease costs are contractual, but in some cases, lease payments reset every few years based on changes on consumer price indices. 21 Table of Contents Our operating expenses, with the exception of ground lease rental expenses and multifamily properties, are typically recoverable through our lease arrangements, which allow us to pass through substantially all expenses associated with property taxes, insurance, utilities, repairs and maintenance, and other operating expenses (including increases thereto) to our tenants.
Biggest changeOur operating expenses, with the exception of ground lease rental expenses and multifamily properties, are typically recoverable through our lease arrangements, which allow us to pass through substantially all expenses associated with property taxes, insurance, utilities, repairs and maintenance, and other operating expenses (including increases thereto) to our tenants. 22 Table of Contents Our remaining leases are generally gross leases, which provide for recoveries of operating expenses above the operating expenses from the initial year within each lease.
Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following: • our cash flow may be insufficient to meet our required principal and interest payments; • we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to meet operational needs; • we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness, particularly if interest rates remain elevated; 17 Table of Contents • we may be forced to dispose of one or more of our properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject; • we may default on our obligations, in which case the lenders or mortgagees may have the right to foreclose on any properties that secure the loans or collect rents and other income from our properties; • we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations or reduce our ability to pay, or prohibit us from paying, distributions to our stockholders; and • our default under any loan with cross-default provisions could result in a default on other indebtedness.
Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following: • our cash flow may be insufficient to meet our required principal and interest payments; • we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to meet operational needs; • we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness, particularly if interest rates remain elevated; • we may be forced to dispose of one or more of our properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject; 18 Table of Contents • we may default on our obligations, in which case the lenders or mortgagees may have the right to foreclose on any properties that secure the loans or collect rents and other income from our properties; • we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations or reduce our ability to pay, or prohibit us from paying, distributions to our stockholders; and • our default under any loan with cross-default provisions could result in a default on other indebtedness.
Certain provisions of the Maryland General Corporation Law (the "MGCL") may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including: • "business combination" provisions that, subject to limitations, prohibit certain business combinations between us and an "interested stockholder" (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting shares or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding stock at any time within the two-year period immediately prior to the date in question) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose certain fair price and supermajority stockholder voting requirements on these combinations; and • "control share" provisions that provide that holders of "control shares" of our company (defined as shares of stock that, when aggregated with other shares of stock controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a "control share acquisition" (defined as the direct or indirect acquisition of ownership or control of issued and outstanding "control shares") have no voting rights with respect to their control shares, except to the extent approved by our 33 Table of Contents stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
Certain provisions of the Maryland General Corporation Law (the "MGCL") may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including: • "business combination" provisions that, subject to limitations, prohibit certain business combinations between us and an "interested stockholder" (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting shares or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding stock at any time within the two-year period immediately prior to the date in question) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose certain fair price and supermajority stockholder voting requirements on these combinations; and • "control share" provisions that provide that holders of "control shares" of our company (defined as shares of stock that, when aggregated with other shares of stock controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a "control share acquisition" (defined as the direct or indirect acquisition of ownership or control of issued and outstanding "control shares") have no voting rights with respect to their control shares, except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
Our access to third-party sources of capital depends, in part, on: • general market conditions; • the market’s perception of our growth potential; • our current debt levels; • our current and expected future earnings; • our cash flow and cash distributions; and • the market price per share of our common stock and Series A Preferred Stock. 18 Table of Contents If we cannot obtain capital from third-party sources, we may not be able to acquire or develop properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT.
Our access to third-party sources of capital depends, in part, on: • general market conditions; • the market’s perception of our growth potential; • our current debt levels; • our current and expected future earnings; • our cash flow and cash distributions; and • the market price per share of our common stock and Series A Preferred Stock. 19 Table of Contents If we cannot obtain capital from third-party sources, we may not be able to acquire or develop properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT.
Our continued success and our ability to manage anticipated future growth depend, in large part, upon the efforts of key personnel who have extensive market knowledge and relationships and exercise substantial influence over our operational, financing, development, and construction activity.
Our continued success and our ability to manage anticipated future growth depend, in large part, upon the efforts of key personnel who have extensive market knowledge and relationships and exercise substantial influence over our operational, financing, and development activity.
Our development and construction projects also have been and could in the future be adversely affected by factors related to an epidemic, pandemic or other health crisis, although, to date, such impacts have not been material.
Our development projects also have been and could in the future be adversely affected by factors related to an epidemic, pandemic or other health crisis, although, to date, such impacts have not been material.
Competitive housing in a particular area and an increase in affordability of owner-occupied single-family and 19 Table of Contents multifamily units due to, among other things, declining housing prices, oversupply, mortgage interest rates, and tax incentives and government programs to promote home ownership, could adversely affect our ability to retain residents, lease apartment units, and increase or maintain rents at our multifamily properties, which could adversely affect our results of operations, cash flow, and cash available for distribution.
Competitive housing in a particular area and an increase in affordability of owner-occupied single-family and multifamily units due to, among other things, declining housing prices, oversupply, mortgage interest rates, and tax incentives 20 Table of Contents and government programs to promote home ownership, could adversely affect our ability to retain residents, lease apartment units, and increase or maintain rents at our multifamily properties, which could adversely affect our results of operations, cash flow, and cash available for distribution.
Global supply chain disruptions, labor shortages, and increases in consumer demand still pose relevant risks in today's landscape despite relatively stable inflation year-over-year. A significant portion of our operating expenses and construction-related costs are sensitive to inflation. Operating expenses include those for property-related contracted services such as janitorial and engineering services, utilities, repairs and maintenance, and insurance.
Global supply chain disruptions, labor shortages, and increases in consumer demand still pose relevant risks in today's landscape despite relatively stable inflation year-over-year. A significant portion of our operating expenses are sensitive to inflation. Operating expenses include those for property-related contracted services such as janitorial and engineering services, utilities, repairs and maintenance, and insurance.
These provisions include, among others: • redemption rights; • a requirement that we may not be removed as the general partner of our Operating Partnership without our consent; • transfer restrictions on OP Units; • our ability, as general partner, in some cases, to amend the partnership agreement and to cause the Operating Partnership to issue units with terms that could delay, defer, or prevent a merger or other change of control of us or our Operating Partnership without the consent of the limited partners; and • the right of the limited partners to consent to direct or indirect transfers of the general partnership interest, including as a result of a merger or a sale of all or substantially all of our assets, in the event that such transfer requires approval by our common stockholders.
These provisions include, among others: • redemption rights; • a requirement that we may not be removed as the general partner of our Operating Partnership without our consent; • transfer restrictions on OP Units; 32 Table of Contents • our ability, as general partner, in some cases, to amend the partnership agreement and to cause the Operating Partnership to issue units with terms that could delay, defer, or prevent a merger or other change of control of us or our Operating Partnership without the consent of the limited partners; and • the right of the limited partners to consent to direct or indirect transfers of the general partnership interest, including as a result of a merger or a sale of all or substantially all of our assets, in the event that such transfer requires approval by our common stockholders.
Voting rights for holders of our Series A Preferred Stock exist primarily with respect to the ability to elect, together with holders of our capital stock ranking on parity with our Series A Preferred Stock and having similar voting rights, two additional directors to our board of directors in the event that six quarterly dividends (whether or not consecutive) payable on our Series A Preferred Stock are in arrears, and with respect to voting on amendments to our charter or articles supplementary relating to our Series A Preferred Stock that materially and adversely affect the rights of the holders of our Series A Preferred Stock or create additional classes or series of 40 Table of Contents our capital stock expressly designated as ranking senior to our Series A Preferred Stock as to distribution rights and rights upon our liquidation, dissolution, or winding up.
Voting rights for holders of our Series A Preferred Stock exist primarily with respect to the ability to elect, together with holders of our capital stock ranking on parity with our Series A Preferred Stock and having similar voting rights, two additional directors to our board of directors in the event that six quarterly dividends (whether or not consecutive) payable on our Series A Preferred Stock are in arrears, and with respect to voting on amendments to our charter or articles supplementary relating to our Series A Preferred Stock that materially and adversely affect the rights of the holders of our Series A Preferred Stock or create additional classes or series of our capital stock expressly designated as ranking senior to our Series A Preferred Stock as to distribution rights and rights upon our liquidation, dissolution, or winding up.
To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause us to curtail our investment activities or dispose of assets at inopportune times or on unfavorable terms, which could materially and adversely affect our 37 Table of Contents financial condition, results of operations, cash flow, cash available for distribution, and ability to service our debt obligations.
To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause us to curtail our investment activities or dispose of assets at inopportune times or on unfavorable terms, which could materially and adversely affect our financial condition, results of operations, cash flow, cash available for distribution, and ability to service our debt obligations.
All distributions will be made at the discretion of our board of directors and will be based upon, among other factors, our historical and projected results of operations, financial condition, cash flows and liquidity, maintenance of our REIT qualification and other tax considerations, capital expenditure and other expense obligations, debt covenants, contractual prohibitions or other limitations, applicable law, and such other matters as our board of directors may deem relevant from time to time.
All distributions will be made at the discretion of our board of directors and will be based upon, among other factors, our historical and projected results of operations, financial condition, cash flows and liquidity, maintenance of our REIT qualification and other tax considerations, capital expenditure and other expense obligations, debt covenants, contractual prohibitions or other limitations, applicable law, 36 Table of Contents and such other matters as our board of directors may deem relevant from time to time.
Risks Related to Our Business Adverse economic and geopolitical conditions and dislocations in the credit markets could have a material adverse effect on our financial condition, results of operations, cash flow, cash available for distribution, and ability to service our debt obligations.
Risks Related to Our Real Estate Business Adverse economic and geopolitical conditions and dislocations in the credit markets could have a material adverse effect on our financial condition, results of operations, cash flow, cash available for distribution, and ability to service our debt obligations.
We cannot assure stockholders that the market price of our common stock and Series A Preferred Stock will not fluctuate or decline significantly in the future, including as a result of factors unrelated to our operating performance or prospects in 2025 compared to 2024.
We cannot assure stockholders that the market price of our common stock and Series A Preferred Stock will not fluctuate or decline significantly in the future, including as a result of factors unrelated to our operating performance or prospects in 2026 compared to 2025.
Although our board of directors has no such intention at the present time, it could establish a class or series of preferred stock that could, depending on the terms of such series, delay, defer, or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests.
Although our board of directors has no such intention at the 31 Table of Contents present time, it could establish a class or series of preferred stock that could, depending on the terms of such series, delay, defer, or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests.
The occurrence of any of the following risks could materially and 15 Table of Contents adversely impact our financial condition, results of operations, cash flow, the market price of shares of our common stock, and our ability to, among other things, satisfy our debt service obligations and to make distributions to our stockholders, which in turn could cause our stockholders to lose all or a part of their investment.
The occurrence of any of the following risks could materially and adversely impact our financial condition, results of operations, cash flow, the market price of shares of our common stock, and our ability to, among other things, satisfy our debt service obligations and to make distributions to our stockholders, which in turn could cause our stockholders to lose all or a part of their investment.
Cybersecurity incidents, including physical or electronic break-ins, computer viruses, malware, attacks by hackers, ransomware attacks, phishing attacks, supply chain attacks, breaches due to employee error or misconduct and other 23 Table of Contents similar breaches can create system disruptions, shutdowns or unauthorized access to information maintained in our information technology systems and in the information technology systems of our third-party service providers.
Cybersecurity incidents, including physical or electronic break-ins, computer viruses, malware, attacks by hackers, ransomware attacks, phishing attacks, supply chain attacks, breaches due to employee error or misconduct and other similar breaches can create system disruptions, shutdowns or unauthorized access to information maintained in our information technology systems and in the information technology systems of our third-party service providers.
For example, all but one of the properties in our portfolio as of December 31, 2024 are located in Maryland, Virginia, North Carolina, South Carolina, Georgia, and Florida, which are areas particularly susceptible to hurricanes.
For example, all but one of the properties in our portfolio as of December 31, 2025 are located in Maryland, Virginia, North Carolina, South Carolina, Georgia, and Florida, which are areas particularly susceptible to hurricanes.
Therefore, as a result of the foregoing events or circumstances, we may not be able to achieve our strategic reshaping of our portfolio promptly, on favorable terms, or at all in response to changing economic, financial, and investment conditions, which may adversely affect our cash flows and our ability to make distributions to stockholders.
Therefore, as a result of the 17 Table of Contents foregoing events or circumstances, we may not be able to achieve our strategic reshaping of our portfolio promptly, on favorable terms, or at all in response to changing economic, financial, and investment conditions, which may adversely affect our cash flows and our ability to make distributions to stockholders.
Local regulations, including municipal or local ordinances, zoning restrictions, and 29 Table of Contents restrictive covenants imposed by community developers may restrict our use of our properties and may require us to obtain approval from local officials or community standards organizations at any time with respect to our properties, including prior to developing or acquiring a property or when undertaking renovations of any of our existing properties.
Local regulations, including municipal or local ordinances, zoning restrictions, and restrictive covenants imposed by community developers may restrict our use of our properties and may require us to obtain approval from local officials or community standards organizations at any time with respect to our properties, including prior to developing or acquiring a property or when undertaking renovations of any of our existing properties.
Our 32 Table of Contents Operating Partnership will not indemnify or advance funds to any person with respect to any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person’s right to indemnification under the partnership agreement) or if the person is found to be liable to our Operating Partnership on any portion of any claim in the action.
Our Operating Partnership will not indemnify or advance funds to any person with respect to any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person’s right to indemnification under the partnership agreement) or if the person is found to be liable to our Operating Partnership on any portion of any claim in the action.
We have entered into indemnification agreements with each of our executive officers and directors whereby we agreed to indemnify our directors and executive officers to the fullest extent permitted by Maryland law against all 34 Table of Contents expenses and liabilities incurred in their capacity as an officer or director, subject to limited exceptions.
We have entered into indemnification agreements with each of our executive officers and directors whereby we agreed to indemnify our directors and executive officers to the fullest extent permitted by Maryland law against all expenses and liabilities incurred in their capacity as an officer or director, subject to limited exceptions.
If we incur material environmental liabilities in the future, we may face significant remediation costs, and we may find it difficult to sell any affected properties. 28 Table of Contents We are subject to risks from natural disasters, such as hurricanes and flooding, and the risks associated with the physical effects of climate change.
If we incur material environmental liabilities in the future, we may face significant remediation costs, and we may find it difficult to sell any affected properties. We are subject to risks from natural disasters, such as hurricanes and flooding, and the risks associated with the physical effects of climate change.
In addition, our TRS will be subject to regular corporate federal, state, and local taxes. Any of these taxes would decrease cash available for distribution to our stockholders. 35 Table of Contents Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.
In addition, our TRS will be subject to regular corporate federal, state, and local taxes. Any of these taxes would decrease cash available for distribution to our stockholders. Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.
As a result, we may not recover some or all of our initial investment. Additionally, in conjunction with certain investments, we issue partial payment guarantees to the senior lender for the property, which may require us to make payments to the senior lender in the event of a default on the senior note.
As a result, we may not recover some or all of our initial investment. Additionally, in conjunction with certain investments, we have issued partial payment guarantees to the senior lender for the property, which may require us to make payments to the senior lender in the event of a default on the senior note.
In particular, the market price of our common stock and Series A Preferred Stock could be subject to wide fluctuations in response to a number of factors, including, among others, the following: • actual or anticipated variations in our quarterly operating results or dividends; • changes in our FFO, Normalized FFO, or earnings estimates; • publication of research reports about us or the real estate industry; 38 Table of Contents • increases in market interest rates that lead purchasers of our shares to demand a higher yield; • changes in market valuations of similar companies; • adverse market views with respect to asset classes in which we invest; • adverse market reaction to any additional debt we incur in the future; • additions or departures of key management personnel; • actions by institutional stockholders; • speculation in the press or investment community; • the realization of any of the other risk factors presented in this Annual Report on Form 10-K; • the extent of investor interest in our securities; • the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies; • changes in the federal government, including the change from the Biden administration to the Trump administration and policy changes resulting therefrom; • our underlying asset value; • investor confidence in the stock and bond markets generally; • further changes in tax laws; • future equity issuances; • failure to meet earnings estimates; • failure to meet and maintain REIT qualifications; • changes in our credit ratings; • general market and economic conditions; • our issuance of debt securities or additional preferred equity securities; and • our financial condition, results of operations, and prospects.
In particular, the market price of our common stock and Series A Preferred Stock could be subject to wide fluctuations in response to a number of factors, including, among others, the following: • actual or anticipated variations in our quarterly operating results or dividends; • changes in our FFO, Normalized FFO, or earnings estimates; • publication of research reports about us or the real estate industry; • increases in market interest rates that lead purchasers of our shares to demand a higher yield; • changes in market valuations of similar companies; • adverse market views with respect to asset classes in which we invest; • adverse market reaction to any additional debt we incur in the future; • additions or departures of key management personnel; • actions by institutional stockholders; • speculation in the press or investment community; • the realization of any of the other risk factors presented in this Annual Report on Form 10-K; • the extent of investor interest in our securities; • the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies; • changes in the federal government; • our underlying asset value; • investor confidence in the stock and bond markets generally; • further changes in tax laws; • future equity issuances; • failure to meet earnings estimates; • failure to meet and maintain REIT qualifications; • changes in our credit ratings; • general market and economic conditions; • our issuance of debt securities or additional preferred equity securities; and • our financial condition, results of operations, and prospects.
See “—The prohibited transactions tax may limit our ability to dispose of our properties.” 27 Table of Contents Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms. Our tax protection agreements could limit our ability to sell or otherwise dispose of certain properties.
See “—The prohibited transactions tax may limit our ability to dispose of our properties.” Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms. Our tax protection agreements could limit our ability to sell or otherwise dispose of certain properties.
Upon sales of properties or assets, we may become subject to contractual indemnity obligations, incur unusual or extraordinary distribution requirements, be required to expend funds to correct defects or make 16 Table of Contents capital improvements or, as a result of required debt repayment, face a shortage of liquidity.
Upon sales of properties or assets, we may become subject to contractual indemnity obligations, incur unusual or extraordinary distribution requirements, be required to expend funds to correct defects or make capital improvements or, as a result of required debt repayment, face a shortage of liquidity.
The existence of OP Units, LTIP Units, and shares of our common stock reserved for future issuance under our Equity Plan or upon redemption of OP Units may adversely affect the terms upon which we may be able to obtain 39 Table of Contents additional capital through the sale of equity securities.
The existence of OP Units, LTIP Units, and shares of our common stock reserved for future issuance under our Equity Plan or upon redemption of OP Units may adversely affect the terms upon which we may be able to obtain additional capital through the sale of equity securities.
Our board of directors may not grant an exemption from this restriction to any proposed transferee whose ownership in excess of 9.8% of the value of our outstanding shares would result in our failing to qualify as a REIT.
Our board of directors may not grant an exemption from this restriction to any proposed transferee whose ownership in excess of 9.8% of the value of our outstanding shares would result in our failing to 35 Table of Contents qualify as a REIT.
Adverse conditions in the general retail environment could have a material adverse effect on our financial condition, results of operations, cash flow, cash available for distribution, and ability to service our debt obligations. Approximately 39.0% of our NOI for the year ended December 31, 2024 was from retail properties.
Adverse conditions in the general retail environment could have a material adverse effect on our financial condition, results of operations, cash flow, cash available for distribution, and ability to service our debt obligations. Approximately 39.8% of our NOI for the year ended December 31, 2025 was from retail properties.
Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition. The real estate investments made, and to be made, by us are difficult to sell quickly.
Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition. 27 Table of Contents The real estate investments made, and to be made, by us are difficult to sell quickly.
In addition, approximately 21,401,367 OP Units were outstanding (other than OP Units held by us), all of which are eligible to be tendered for redemption for cash or, at our option, for shares of our common stock on a one-for-one basis, subject to certain limitations.
In addition, approximately 21,209,375 OP Units were outstanding (other than OP Units held by us), all of which are eligible to be tendered for redemption for cash or, at our option, for shares of our common stock on a one-for-one basis, subject to certain limitations.
However, for taxable years prior to 2026, individual stockholders are generally allowed to deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations, which would reduce the maximum marginal effective tax rate for individuals on the receipt of such ordinary dividends to 29.6%.
However, individual stockholders are generally allowed to deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations, which would reduce the maximum marginal effective tax rate for individuals on the receipt of such ordinary dividends to 29.6%.
We have in the past experienced cybersecurity incidents involving information technology systems, including through phishing attacks, but we have not experienced any material cybersecurity incidents. We expect cybersecurity incidents to continue to occur in the future and we are constantly attempting to mitigate efforts to infiltrate and compromise our information technology systems and data.
We have in the past experienced cybersecurity incidents involving information technology systems, including through phishing attacks, but we have not experienced any material cybersecurity incidents. We expect cybersecurity incidents to continue to occur in the future and 24 Table of Contents we are constantly attempting to mitigate efforts to infiltrate and compromise our information technology systems and data.
Environmental laws govern the presence, maintenance, and removal of hazardous materials in buildings, and if we do not comply with such laws, we could face fines for such noncompliance.
Environmental laws govern the 28 Table of Contents presence, maintenance, and removal of hazardous materials in buildings, and if we do not comply with such laws, we could face fines for such noncompliance.
As of February 21, 2025, none of the outstanding LTIP Units are eligible to be converted into OP Units (except in connection with a Change of Control (as defined in the Amended and Restated Agreement of Limited Partnership)).
As of February 20, 2026, none of the outstanding LTIP Units are eligible to be converted into OP Units (except in connection with a Change of Control (as defined in the Amended and Restated Agreement of Limited Partnership)).
As of December 31, 2024, we had approximately $121.4 million in outstanding real estate financing investments. These types of investments involve a higher degree of risk than long-term senior mortgage loans secured by income-producing real property because the investment may become unsecured as a result of foreclosure by the senior lender.
As of December 31, 2025, we had approximately $130.6 million in outstanding real estate financing investments. These types of investments involve a higher degree of risk than long-term senior mortgage loans secured by income-producing real property because the investment may become unsecured as a result of foreclosure by the senior lender.
Most of our costs, such as operating and general and administrative expenses, interest expense, and real estate acquisition and construction costs, are subject to inflation . In 2024, the consumer price index rose by approximately 3% over the previous year, following 2023's increase in the index of 3%.
Most of our costs, such as operating and general and administrative expenses, interest expense, and real estate acquisition costs, are subject to inflation . In 2025, the consumer price index rose by approximately 3% over the previous year, following 2024's increase in the index of 3%.
Our credit facility, M&T term loan facility (as defined below), and TD term loan facility (as defined below) restrict our ability to engage in certain business activities, including our ability to incur additional indebtedness, make capital expenditures, and make certain investments. 22 Table of Contents Our credit facility, M&T term loan facility, and TD term loan facility contain customary negative covenants and other financial and operating covenants that, among other things: • restrict our ability to incur additional indebtedness; • restrict our ability to incur additional liens; • restrict our ability to make certain investments (including certain capital expenditures); • restrict our ability to merge with another company; • restrict our ability to sell or dispose of assets; • restrict our ability to make distributions to our stockholders; and • require us to satisfy minimum financial coverage ratios, minimum tangible net worth requirements, and maximum leverage ratios.
Our credit facility, M&T term loan facility, and TD term loan facility contain customary negative covenants and other financial and operating covenants that, among other things: • restrict our ability to incur additional indebtedness; 23 Table of Contents • restrict our ability to incur additional liens; • restrict our ability to make certain investments (including certain capital expenditures); • restrict our ability to merge with another company; • restrict our ability to sell or dispose of assets; • restrict our ability to make distributions to our stockholders; and • require us to satisfy minimum financial coverage ratios, minimum tangible net worth requirements, and maximum leverage ratios.
Hoffler, Haddad, and Kirk own a significant interest in our Operating Partnership as limited partners and may have conflicts of interest in making decisions that affect both our stockholders and the limited partners of our Operating Partnership.
Hoffler and Haddad own a significant interest in our Operating Partnership 30 Table of Contents as limited partners and may have conflicts of interest in making decisions that affect both our stockholders and the limited partners of our Operating Partnership.
Furthermore, many of our properties are located in the Town Center of Virginia Beach and Harbor Point at Baltimore, and the rental revenues from such properties represented 22% and 27%, respectively, of our total rental revenues for the year ended December 31, 2024.
Furthermore, many of our properties are located in the Town Center of Virginia Beach and Harbor Point at Baltimore, and the rental revenues from such properties represented 23% and 29%, respectively, of our total rental revenues for the year ended December 31, 2025.
We have originated, and in the future expect to originate or acquire, mezzanine loans, preferred equity investments, or 20 Table of Contents similar investments (together "real estate financing investments"), which take the form of subordinated loans secured by second mortgages on the underlying property or loans secured by a pledge of the ownership interests of either the entity owning the property or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property.
We have originated mezzanine loans, preferred equity investments, or similar investments (together "real estate financing investments"), which take the form of subordinated loans secured by second mortgages on the underlying property or 21 Table of Contents loans secured by a pledge of the ownership interests of either the entity owning the property or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property.
The limited partners in our Operating Partnership (other than us) owned approximately 21.4% of the outstanding OP Units of our Operating Partnership as of December 31, 2024. Our rights and the rights of our stockholders to take action against our directors and officers are limited.
The limited partners in our Operating Partnership (other than us) owned approximately 22.7% of the outstanding OP Units of our Operating Partnership as of December 31, 2025. Our rights and the rights of our stockholders to take action against our directors and officers are limited.
As of December 31, 2024, we owned 78.6% of the outstanding OP Units in our Operating Partnership. We regularly have issued OP Units to third parties as consideration for acquisitions, and we may continue to do so in the future.
As of December 31, 2025, we owned 77.3% of the outstanding OP Units in our Operating Partnership. We regularly have issued OP Units to third parties as consideration for acquisitions, and we may continue to do so in the future.
As of December 31, 2024, approximately 4.0% of the square footage of the stabilized properties in our retail and office portfolios was available.
As of December 31, 2025, approximately 4.6% of the square footage of the stabilized properties in our retail and office portfolios was available.
Additionally, as of February 21, 2025, 209,897 LTIP Units in the Operating Partnership (“LTIP Units”) are outstanding. Subject to any agreed upon exceptions (including pursuant to the applicable LTIP Unit award agreement), once vested (subject to certain requirements), LTIP Units are convertible into OP Units on a one-for-one basis.
Additionally, as of February 20, 2026, 2,291,851 LTIP Units in the Operating Partnership (“LTIP Units”) are outstanding. Subject to any agreed upon exceptions (including pursuant to the applicable LTIP Unit award agreement), once vested (subject to certain requirements), LTIP Units are convertible into OP Units on a one-for-one basis.
In addition, as of February 21, 2025, 975,518 shares of our common stock and other equity-based awards were available for issuance in the future (including shares issuable upon the vesting of outstanding performance units) under our Amended and Restated 2013 Equity Incentive Plan, as amended (our “Equity Plan”).
In addition, as of February 20, 2026, 2,104,475 shares of our common stock and other equity-based awards were available for issuance in the future (including shares issuable upon the vesting of outstanding performance units) under our Amended and Restated 2013 Equity Incentive Plan, as amended (our “Equity Plan”).
The Share Repurchase Program could affect the trading price of our stock and increase volatility, and any announcement of a termination of this program may result in a decrease in the trading price of our stock. In addition, the Share Repurchase Program could diminish our cash and cash equivalents and marketable securities.
The Share Repurchase Program could affect the trading price of our stock and increase volatility, and any announcement of a termination of this program may result in a decrease in the trading price of our stock.
As of December 31, 2024, our properties in the Virginia, Maryland. and North Carolina markets represented approximately 41%, 28%, and 13%, respectively, of the total rental revenues of the properties in our portfolio.
As of December 31, 2025, our properties in the Virginia, Maryland, and North Carolina markets represented approximately 42%, 29%, and 13%, respectively, of the total rental revenues of the properties in our portfolio.
The issuance of substantial numbers of shares of our common stock in the public market, or upon redemption of OP Units for shares of our common stock, or the perception that such issuances might occur, could adversely affect the per-share trading price of our common stock. As of February 21, 2025, approximately 79,918,740 shares of our common stock were outstanding.
The issuance of substantial numbers of shares of our common stock in the public market, or upon redemption of OP Units for shares of our common stock, or the perception that such issuances might occur, could adversely affect the per-share trading price of our common stock. As of February 20, 2026, approximately 80,176,689 shares of our common stock were outstanding.
This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material and adverse effect on our financial condition, results of operations, cash flow, cash available for distribution, ability to service our debt obligations, and the per share trading price of our common stock and Series A Preferred Stock.
This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material and adverse effect on our financial condition, results of operations, cash flow, cash available for distribution, ability to service our debt obligations, and the per share trading price of our common stock and Series A Preferred Stock. 37 Table of Contents The number of shares of our common stock available for future issuance or sale could adversely affect the per-share trading price of our common stock and our ability to obtain additional capital.
In addition, in general, no more than 5% of the value of our assets (other than government securities, securities of TRSs, and qualified real estate assets) can consist of the securities of any one issuer, and no more than 20% of the value of our total assets can be represented by the securities of one or more TRSs.
In addition, in general, no more than 5% of the value of our assets (other than government securities, securities of TRSs, and qualified real estate assets) can consist of the securities of any one issuer, and for taxable years beginning after December 31, 2017 through December 31, 2025, no more than 20% of the value of our total assets can be represented by the securities of one or more TRSs.
There can be no assurance, however, that we will be able to comply with the 20% REIT subsidiaries limitation or to avoid application of the 100% excise tax. Shareholders may be restricted from acquiring or transferring certain amounts of our capital stock.
There can be no assurance, however, that we will be able to comply with the 20% TRS limitation (25% TRS limitation for years beginning after December 31, 2025) or to avoid application of the 100% excise tax. Shareholders may be restricted from acquiring or transferring certain amounts of our capital stock.
Further, the recent imposition by the United States of tariffs on imported goods could cause certain retail tenants to raise the prices on their products, lowering demand.
Further, the recent imposition by the United States of tariffs on imported goods, retaliatory tariffs by other countries, and global supply chain disruption could cause certain retail tenants to raise the prices on their products, lowering demand.
Additionally, 4.7% and 12.3% of the ABR in our retail portfolio was scheduled to expire in 2025 and 2026, respectively, and 3.6% and 2.0% of the ABR in our office portfolio was scheduled to expire in 2025 and 2026, respectively.
Additionally, 6.3% and 9.9% of the ABR in our retail portfolio was scheduled to expire in 2026 and 2027, respectively, and 1.7% and 7.2% of the ABR in our office portfolio was scheduled to expire in 2026 and 2027, respectively.
The loss of services of one or more members of our senior management team, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities, and weaken our relationships with lenders, business partners, existing and prospective tenants, and industry participants, which could materially 24 Table of Contents and adversely affect our financial condition, results of operations, cash flow, and the per share trading price of our common stock and Series A Preferred Stock.
The loss of services of one or more members of our senior management team, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities, and weaken our relationships with lenders, business partners, existing and prospective tenants, and industry participants, which could materially and adversely affect our financial condition, results of operations, cash flow, and the per share trading price of our common stock and Series A Preferred Stock. 25 Table of Contents Joint venture investments could be materially and adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition, and disputes between us and our co-venturers.
We may be subject to ongoing or future litigation, including existing claims relating to the entities that owned the properties prior to our initial public offering and otherwise in the ordinary course of business, which could have a material adverse effect on our financial condition, results of operations, cash flow, the per share trading price of our common stock and Series A Preferred Stock, cash available for distribution, and ability to service our debt obligations.
Such anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, legal opinions, and scrutiny could result in additional compliance obligations, becoming the subject of investigations and enforcement actions, or sustaining reputational harm. 26 Table of Contents We may be subject to ongoing or future litigation, including existing claims relating to the entities that owned the properties prior to our initial public offering and otherwise in the ordinary course of business, which could have a material adverse effect on our financial condition, results of operations, cash flow, the per share trading price of our common stock and Series A Preferred Stock, cash available for distribution, and ability to service our debt obligations.
As of December 31, 2024, Daniel Hoffler, our Chairman Emeritus, owned approximately 5.2% and, collectively, Messrs. Hoffler, Haddad, and Kirk owned approximately 9.6% of the combined outstanding shares of our common stock and OP Units (which OP Units may be redeemable for shares of our common stock).
As of December 31, 2025, Daniel Hoffler owned approximately 5.1% and, collectively, Messrs. Hoffler and Haddad owned approximately 7.4% of the combined outstanding shares of our common stock and OP Units (which OP Units may be redeemable for shares of our common stock).
Property taxes are also impacted by inflationary changes as taxes are regularly reassessed based on changes in the fair value of our properties. We also have ground lease expenses in certain of our properties.
Property taxes are also impacted by inflationary changes as taxes are regularly reassessed based on changes in the fair value of our properties. We also have ground lease expenses in certain of our properties. Ground lease costs are contractual, but in some cases, lease payments reset every few years based on changes on consumer price indices.
Our Series A Preferred Stock is subordinate to our existing and future debt, and the interests of holders of our Series A Preferred Stock could be diluted by the issuance of additional shares of preferred stock and by other transactions.
In addition, the Share Repurchase Program could diminish our cash and cash equivalents and marketable securities. 38 Table of Contents Our Series A Preferred Stock is subordinate to our existing and future debt, and the interests of holders of our Series A Preferred Stock could be diluted by the issuance of additional shares of preferred stock and by other transactions.
In addition, the total amount of costs and expenses that may be incurred with respect to liabilities associated with these properties may exceed our expectations, and we may experience other unanticipated adverse effects, all of which may materially and adversely affect us.
In addition, the total amount of costs and expenses that may be incurred with respect to liabilities associated with these properties may exceed our expectations, and we may experience other unanticipated adverse effects, all of which may materially and adversely affect us. 29 Table of Contents Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs of remediation.
In addition, the criteria by which companies’ corporate responsibility practices are assessed may change, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria.
Third-party providers of corporate responsibility ratings and reports on companies have increased to meet growing investor demand for measurement of corporate responsibility performance. In addition, the criteria by which companies’ corporate responsibility practices are assessed may change, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria.
If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on the total return to our stockholders. 36 Table of Contents Our ownership of our TRS will be subject to limitations and our transactions with our TRS will cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on arm’s-length terms.
If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on the total return to our stockholders.
Payments of principal and interest on borrowings may leave us with insufficient cash resources to operate our properties or to pay the dividends currently contemplated or necessary to maintain our REIT qualification.
Excluding unamortized fair value adjustments and debt issuance costs, the aggregate outstanding principal balance of our debt was $1.5 billion as of December 31, 2025. Payments of principal and interest on borrowings may leave us with insufficient cash resources to operate our properties or to pay the dividends currently contemplated or necessary to maintain our REIT qualification.
The Code also imposes a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.
In addition, the Code limits the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. The Code also imposes a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.
Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions.
Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses, and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions.
As of December 31, 2024, we had total debt of approximately $1.3 billion, including amounts drawn under our credit facility, and we may incur significant additional debt to finance future acquisition and development activities. Excluding unamortized fair value adjustments and debt issuance costs, the aggregate outstanding principal balance of our debt was $1.3 billion as of December 31, 2024.
As of December 31, 2025, we had total debt of approximately $1.5 billion, including amounts drawn under our credit facility, and we may incur significant additional debt to finance future appropriately leveraged acquisition and redevelopment activities.
Consequently, we may choose not to engage in certain sales of our properties or may conduct such sales through our TRS, which would be subject to federal and state income taxation. Changes to the U.S. federal income tax laws, including the enactment of certain tax reform measures, could have an adverse impact on our business and financial results.
Changes to the U.S. federal income tax laws, including the enactment of certain tax reform measures, could have an adverse impact on our business and financial results.
Our remaining leases are generally gross leases, which provide for recoveries of operating expenses above the operating expenses from the initial year within each lease. During inflationary periods, we expect to recover increases in operating expenses from our triple net leases and our gross leases.
During inflationary periods, we expect to recover increases in operating expenses from our triple net leases and our gross leases.
Because stockholders do not directly own OP Units, you do not have any voting rights with respect to any such issuances or other partnership level activities of our Operating Partnership.
Because stockholders do not directly own OP Units, you do not have any voting rights with respect to any such issuances or other partnership level activities of our Operating Partnership. 33 Table of Contents Risks Related to Our Status as a REIT Failure to maintain our qualification as a REIT would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distribution to our stockholders.
Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs of remediation. When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time.
When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants.
V arious regulatory authorities, including the SEC, also focus on such matters, and the activities and expense required to comply with new regulations or standards may be significant.
V arious regulatory authorities also focus on such matters, and the activities and expense required to comply with new regulations or standards may be significant. Some investors may use these factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating to corporate responsibility are inadequate.
If we are unable to maintain a consistent backlog of third-party construction contracts, our results of operations and cash flow could be materially and adversely affected.
If we are unable to retain key personnel, or if management fails to execute the strategic plan effectively, our business and results of operations could be materially and adversely affected.
Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRS. In addition, the Code limits the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation.
Overall, for taxable years beginning after December 31, 2017 through December 31, 2025, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRS.
Removed
Joint venture investments could be materially and adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition, and disputes between us and our co-venturers.
Added
Our recently announced 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.
Removed
Some investors may use these factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating to corporate responsibility are inadequate. Third-party providers of corporate responsibility ratings and reports on companies have increased to meet growing investor demand for measurement of corporate responsibility performance.
Added
We recently announced a strategic plan to reposition the Company, which includes, among other things, the sale of our construction business, the planned disposition of our multifamily property portfolio and our mezzanine loan portfolio, the use of disposition proceeds to reduce our outstanding indebtedness, changes to our corporate branding and public market identity, and the adoption of a revised executive compensation program intended to support the execution of this strategy.
Removed
Such anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, legal opinions, and scrutiny 25 Table of Contents could result in additional compliance obligations, becoming the subject of investigations and enforcement actions, or sustaining reputational harm.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur audit committee and board of directors regularly receive updates (including, in the case of our audit committee, quarterly updates) from our Chief Financial Officer, Senior Director of Information Technology, and other 42 Table of Contents members of management regarding the status of cybersecurity initiatives and the effectiveness of our internal control system related to information security.
Biggest changeOur audit committee and board of directors regularly receive updates (including, in the case of our audit committee, quarterly updates) from our Chief Financial Officer, Senior Director of Information Technology, and other members 41 Table of Contents of management regarding the status of cybersecurity initiatives and the effectiveness of our internal control system related to information security.
Our Chief Financial Officer holds an undergraduate and graduate degree in economics and has over 15 years of experience with managing risks at the Company and in environments similar to the Company’s, including risks arising from cybersecurity threats. Additionally, our Senior Director of IT has served in various roles in information technology and information security for over 24 years.
Our Chief Financial Officer holds an undergraduate and graduate degree in economics and has over 15 years of experience with managing risks at the Company and in environments similar to the Company’s, including risks arising from cybersecurity threats. Additionally, our Senior Director of IT has served in various roles in information technology and information security for over 25 years.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeOther than routine litigation arising out of the ordinary course of business, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us. 43 Table of Contents Item 4. Mine Safety Disclosures. Not Applicable. 44 Table of Contents PART II
Biggest changeOther than routine litigation arising out of the ordinary course of business, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us. 42 Table of Contents Item 4. Mine Safety Disclosures. Not Applicable. 43 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+2 added−0 removed7 unchanged
Biggest changeOur OP Units are redeemable for cash or, at our election, for shares of our common stock. Unregistered Sales of Equity Securities None. Issuer Purchases of Equity Securities On June 15, 2023, we adopted a $50.0 million share repurchase program (the "Share Repurchase Program").
Biggest changeOur OP Units are redeemable for cash or, at our election, for shares of our common stock.
Market Information Our common stock trades on the New York Stock Exchange under the symbol "AHH" and our Series A Preferred Stock trades on the New York Stock Exchange under the symbol "AHHPrA." Stock Performance Graph The following graph sets forth the cumulative total stockholder return (assuming reinvestment of dividends) to our stockholders during the period December 31, 2019 through December 31, 2024, as well as the corresponding returns on an overall stock market index (Russell 2000) and a peer group index (MSCI US REIT Index).
Market Information Our common stock trades on the New York Stock Exchange under the symbol "AHH" and our Series A Preferred Stock trades on the New York Stock Exchange under the symbol "AHHPrA." Stock Performance Graph The following graph sets forth the cumulative total stockholder return (assuming reinvestment of dividends) to our stockholders during the period December 31, 2020 through December 31, 2025, as well as the corresponding returns on an overall stock market index (Russell 2000) and a peer group index (MSCI US REIT Index).
The stock performance graph assumes that $100 was invested on December 31, 2019. Historical total stockholder return is not necessarily indicative of future results.
The stock performance graph assumes that $100 was invested on December 31, 2020. Historical total stockholder return is not necessarily indicative of future results.
During the three months ended December 31, 2024, we did not repurchase any common stock or Series A Preferred Stock under the Share Repurchase Program. As of December 31, 2024, $37.4 million remained available for repurchases under the Share Repurchase Program. 46 Table of Contents Item 6. [Reserved]. Not applicable.
During the three months ended December 31, 2025, we did not repurchase any common stock or Series A Preferred Stock under the Share Repurchase Program. As of December 31, 2025, $37.4 million remained available for repurchases under the Share Repurchase Program. 45 Table of Contents Item 6. [Reserved]. Not applicable.
Declared cash dividends were $0.82 per share for the year ended December 31, 2024. We intend to continue to declare quarterly distributions. However, we cannot provide any assurance as to the amount or timing of future distributions.
Declared cash dividends were $0.56 per share for the year ended December 31, 2025. We intend to continue to declare quarterly distributions. However, we cannot provide any assurance as to the amount or timing of future distributions.
Return of capital distributions in excess of a stockholder’s basis generally will be treated as gain from the sale of such shares for federal income tax purposes. Stockholder Information As of February 21, 2025, there were approximately 116 holders of record of our common stock.
Return of capital distributions in excess of a stockholder’s basis generally will be treated as gain from the sale of such shares for federal income tax purposes. Stockholder Information As of February 20, 2026, there were approximately 87 holders of record of our common stock.
However, because many shares of our common stock are held by brokers and other institutions on behalf of stockholders, we believe there are substantially more beneficial holders of our common stock than record holders. As of February 21, 2025, there were 107 holders (other than our company) of our OP Units.
However, because many shares of our common stock are held by brokers and other institutions on behalf of stockholders, we believe there are substantially more beneficial holders of our common stock than record holders. As of February 20, 2026, there were 112 holders (other than our company) of our OP Units.
The information in this paragraph and the following graph shall not be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 201 of Regulation S-K, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act. 45 Table of Contents Period Ending Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Armada Hoffler Properties, Inc. 100.00 64.08 91.08 73.02 84.00 74.96 MSCI US REIT 100.00 92.43 132.23 99.82 113.54 123.47 Russell 2000 100.00 119.96 137.74 109.59 128.14 142.93 Distribution Information Since our initial quarter as a publicly-traded REIT, we have made regular quarterly distributions to our stockholders, other than in the second and third quarters of 2020 in order to preserve liquidity due to the uncertainty caused by the COVID-19 pandemic.
The information in this paragraph and the following graph shall not be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 201 of Regulation S-K, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act. 44 Table of Contents Period Ending Index 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Armada Hoffler Properties, Inc. 100.00 142.12 113.94 131.08 116.97 81.95 MSCI US REIT 100.00 143.06 108.00 122.84 133.59 137.53 Russell 2000 100.00 114.82 91.35 106.82 119.14 134.40 Distribution Information Since our initial quarter as a publicly-traded REIT, we have made regular quarterly distributions to our stockholders, other than in the second and third quarters of 2020 in order to preserve liquidity due to the uncertainty caused by the COVID-19 pandemic.
Added
Unregistered Sales of Equity Securities Subject to the satisfaction of certain conditions, holders of OP Units in the Operating Partnership may tender their OP Units for redemption by the Operating Partnership in exchange for cash equal to the market price of shares of our common stock at the time of redemption or, at our option and sole discretion, for shares of common stock on a one-for-one basis.
Added
During the year ended December 31, 2025, we elected to satisfy certain redemption requests by issuing a total of 264,618 shares of common stock in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act. Issuer Purchases of Equity Securities On June 15, 2023, we adopted a $50.0 million share repurchase program (the "Share Repurchase Program").

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

96 edited+34 added−40 removed73 unchanged
Biggest changeConsolidated Results of Operations The following table summarizes our results of operations for the years ended December 31, 2024, 2023, and 2022 (in thousands): Years Ended December 31, 2024 2023 2024 2023 2022 Change Change Revenues Rental revenues $ 256,697 $ 238,924 $ 219,294 $ 17,773 $ 19,630 General contracting and real estate services revenues 433,177 413,131 234,859 20,046 178,272 Interest income 18,596 15,103 16,978 3,493 (1,875) Total revenues 708,470 667,158 471,131 41,312 196,027 Expenses Rental expenses 62,410 56,419 50,742 5,991 5,677 Real estate taxes 23,308 22,442 22,057 866 385 General contracting and real estate services expenses 419,302 399,713 227,158 19,589 172,555 Depreciation and amortization 90,962 97,427 74,084 (6,465) 23,343 General and administrative expenses 20,225 18,122 15,691 2,103 2,431 Acquisition, development, and other pursuit costs 5,531 84 37 5,447 47 Impairment charges 1,494 102 416 1,392 (314) Total expenses 623,232 594,309 390,185 28,923 204,124 Gain on real estate dispositions, net 21,305 738 53,466 20,567 (52,728) Operating income 106,543 73,587 134,412 32,956 (60,825) Interest expense (78,965) (57,810) (39,680) (21,155) (18,130) Loss on extinguishment of debt (247) — (3,374) (247) 3,374 Equity in income of unconsolidated real estate entities 245 — — 245 — Change in fair value of derivatives and other 14,251 (6,242) 8,698 20,493 (14,940) Unrealized credit loss (provision) (156) (574) (626) 418 52 Other income, net 209 31 378 178 (347) Income before taxes 41,880 8,992 99,808 32,888 (90,816) Income tax benefit (provision) 614 (1,329) 145 1,943 (1,474) Net income 42,494 7,663 99,953 34,831 (92,290) Net income attributable to noncontrolling interests in investment entities (43) (605) (5,948) 562 5,343 Preferred stock dividends (11,548) (11,548) (11,548) — — Net income (loss) attributable to common stockholders and OP Unitholders $ 30,903 $ (4,490) $ 82,457 $ 35,393 $ (86,947) 54 Table of Contents Rental revenues by segment for the years ended December 31, 2024, 2023, and 2022 were as follows (in thousands): Years Ended December 31, 2024 2023 2024 2023 2022 Change Change Retail $ 103,435 $ 99,924 $ 87,788 $ 3,511 $ 12,136 Office 95,007 82,855 74,970 12,152 7,885 Multifamily 58,255 56,145 56,536 2,110 (391) $ 256,697 $ 238,924 $ 219,294 $ 17,773 $ 19,630 Rental revenues increased $17.8 million, or 7.4%, during the year ended December 31, 2024 compared to the year ended December 31, 2023.
Biggest changeThe 2024 and 2023 columns have been restated to exclude the general contracting and real estate services segment: Years Ended December 31, 2025 2024 2025 2024 2023 Change Change (Restated) (Restated) Revenues Rental revenues $ 269,624 $ 256,697 $ 238,924 $ 12,927 $ 17,773 Interest income 15,577 17,371 14,987 (1,794) 2,384 Total revenues 285,201 274,068 253,911 11,133 20,157 Expenses Rental expenses 66,912 62,410 56,419 4,502 5,991 Real estate taxes 25,100 23,308 22,442 1,792 866 Depreciation and amortization 91,522 90,829 97,339 693 (6,510) General and administrative expenses 20,341 19,287 17,191 1,054 2,096 Acquisition, development, and other pursuit costs 93 5,530 84 (5,437) 5,446 Impairment charges 373 1,494 102 (1,121) 1,392 Total expenses 204,341 202,858 193,577 1,483 9,281 Gain on real estate dispositions, net — 21,305 738 (21,305) 20,567 Operating income 80,860 92,515 61,072 (11,655) 31,443 Interest expense (85,309) (78,965) (57,810) (6,344) (21,155) Loss on extinguishment of debt (69) (247) — 178 (247) Equity in income of unconsolidated real estate entities (2,140) 245 — (2,385) 245 Change in fair value of derivatives and other (1,522) 14,251 (6,242) (15,773) 20,493 Unrealized credit loss (provision) 437 (156) (574) 593 418 Other income, net (57) 209 31 (266) 178 Income before taxes (1,154) 27,852 (3,523) (29,006) 31,375 Income tax benefit (provision) — — — — — Net income (loss) from continuing operations (1,154) 27,852 (3,523) (29,006) 31,375 Discontinued operations: Income from discontinued operations, net of tax 5,062 14,642 11,186 (9,580) 3,456 Net income 3,908 42,494 7,663 (38,586) 34,831 Net income attributable to noncontrolling interests in investment entities 99 (43) (605) 142 562 Preferred stock dividends (11,548) (11,548) (11,548) — — Net income (loss) attributable to common stockholders and OP Unitholders $ (7,541) $ 30,903 $ (4,490) $ (38,444) $ 35,393 52 Table of Contents Rental Revenues Rental revenues by segment for the years ended December 31, 2025, 2024, and 2023 were as follows (in thousands): Years Ended December 31, 2025 2024 2025 2024 2023 Change Change Retail $ 100,394 $ 103,435 $ 99,924 $ (3,041) $ 3,511 Office 103,147 95,007 82,855 $ 8,140 $ 12,152 Multifamily 66,083 58,255 56,145 $ 7,828 $ 2,110 $ 269,624 $ 256,697 $ 238,924 $ 12,927 $ 17,773 Rental revenues increased $12.9 million, or 5.0%, during the year ended December 31, 2025 compared to the year ended December 31, 2024.
The margin under each interest rate election depends on our total leverage.
The margin under each interest rate election depends on our total leverage.
We have elected for the loan to bear interest at term SOFR plus margin. If we attain investment grade credit ratings from both S&P Global Ratings and Moody's Investor Service, Inc., we may elect to have borrowings become subject to interest rates based on such credit ratings.
We have elected for the loan to bear interest at term SOFR plus margin. If we attain investment grade credit ratings from both S&P Global Ratings and Moody's Investor Service, Inc., we may elect to have borrowings become subject to interest rates based on such credit ratings.
We consider NOI to be an appropriate supplemental measure to net income because it assists both investors and management in understanding the core operations of our real estate, construction, and real estate financing businesses.
We consider NOI to be an appropriate supplemental measure to net income because it assists both investors and management in understanding the core operations of our real estate and real estate financing businesses.
Gain on real estate dispositions, net for the year ended December 31, 2024 were due to the disposition of the Nexton Square and Market at Mill Creek retail properties.
The gain on real estate dispositions, net for the year ended December 31, 2024 were due to the dispositions of the Market at Mill Creek and Nexton Square retail properties.
Liquidity and Capital Resources Overview We believe our primary short-term liquidity requirements consist of general contractor expenses, operating expenses, and other expenditures associated with our properties, including tenant improvements, leasing commissions and leasing incentives, dividend payments to our stockholders required to maintain our REIT qualification, debt service, capital expenditures, new real estate development projects, mezzanine loan funding requirements, and strategic acquisitions.
Liquidity and Capital Resources Overview We believe our primary short-term liquidity requirements consist of operating expenses and other expenditures associated with our properties, including tenant improvements, leasing commissions and leasing incentives, dividend payments to our stockholders required to maintain our REIT qualification, debt service, capital expenditures, new real estate development projects, mezzanine loan funding requirements, and strategic acquisitions.
Accordingly, management believes that Normalized FFO is a more useful performance measure that excludes certain items, including but not limited to, debt extinguishment losses and prepayment penalties, impairment and accelerated amortization of intangible assets and liabilities, property acquisition, development, and other pursuit costs, mark-to-market adjustments for interest rate derivatives not designated as cash flow hedges, amortization of payments made to purchase interest rate caps and swaps designated as cash flow hedges, provision for unrealized non-cash credit losses, amortization of right-of-use assets attributable to finance leases, severance related costs, and other non-comparable items.
Accordingly, management believes that Normalized FFO is a more useful performance measure that excludes certain items, including but not limited to, acquisition, development, and other pursuit costs, debt extinguishment losses, prepayment penalties, impairment of intangible assets and liabilities, mark-to-market adjustments on interest rate derivatives not designated as cash flow hedges, amortization of payments made to purchase interest rate caps and swaps designated as cash flow hedges, provision for unrealized non-cash credit losses, amortization of right-of-use assets attributable to finance leases, severance related costs, and other non-comparable items.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Business Description We are a vertically-integrated, self-managed REIT with over four decades of experience managing high-quality properties located primarily in the Mid-Atlantic and Southeastern United States.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Business Description We are a self-managed REIT with over four decades of experience managing high-quality properties located primarily in the Mid-Atlantic and Southeastern United States.
See Note 3 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for a reconciliation of NOI to net income, the most directly comparable GAAP measure. 49 Table of Contents We define same store properties as those that we owned and operated and that were stabilized for the entirety of both periods compared.
See Note 3 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for a reconciliation of NOI to net income, the most directly comparable GAAP measure. We define same store properties as those that we owned and operated and that were stabilized for the entirety of both periods compared.
The loss on extinguishment of debt for the year ended December 31, 2024 was due to the payoff of the loans secured by the Chronicle Mill, Premier Retail and Apartments, Market at Mill Creek, Nexton Square, and Southgate Square properties.
The loss on extinguishment of debt for the year ended December 31, 2024 was due to the repayment of the loans secured by the Chronicle Mill, Premier Retail and Apartments, Market at Mill Creek, Nexton Square, and Southgate Square properties.
Nareit defines FFO as net income (loss) (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains or losses from the sales of certain real estate assets, gains or losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.
Nareit defines FFO as net income (loss) (calculated in accordance with GAAP), excluding depreciation and 65 Table of Contents amortization related to real estate, gains or losses from the sales of certain real estate assets, gains or losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.
During the year ended December 31, 2024, we did not repurchase any shares of common stock or Series A Preferred Stock. As of December 31, 2024, $37.4 million remained available for repurchases under the Share Repurchase Program.
During the year ended December 31, 2025, we did not repurchase any shares of common stock or Series A Preferred Stock. As of December 31, 2025, $37.4 million remained available for repurchases under the Share Repurchase Program.
Interest is recognized on these loans at the accrual rate subject to management's determination that accrued interest is ultimately collectible, based on the underlying collateral and the status of development activities, as applicable. If management cannot make this determination, recognition of interest income may be fully or partially deferred until it is ultimately paid.
Interest is recognized on these loans at the accrual rate subject to management's determination that accrued interest is ultimately collectible, based on the underlying collateral and the status of development activities, as applicable. If management cannot 47 Table of Contents make this determination, recognition of interest income may be fully or partially deferred until it is ultimately paid.
Acquisition, development, and other pursuit costs for the year ended December 31, 2024 related to the write off of development costs related to an undeveloped land parcel in predevelopment located in Charlotte, North Carolina. Refer to Note 5 to our condensed consolidated financial statements of this Annual Report on Form 10-K for more information.
Acquisition, development, and other pursuit costs for the year ended December 31, 2024 related to the write off of development costs related to an undeveloped land parcel in predevelopment located in Charlotte, North Carolina. Refer to Note 6 to our consolidated financial statements of this Annual Report on Form 10-K for more information.
The Operating Partnership is the borrower under the credit facility, and its obligations under the credit facility are guaranteed by us and certain of our subsidiaries that are not otherwise prohibited from providing such guaranty. 58 Table of Contents The Credit Agreement contains customary representations and warranties and financial and other affirmative and negative covenants.
The Operating Partnership is the borrower under the credit facility, and its obligations under the credit facility are guaranteed by us and certain of our subsidiaries that are not otherwise prohibited from providing such guaranty. The Credit Agreement contains customary representations and warranties and financial and other affirmative and negative covenants.
Our rental revenues are reduced by the amount of any leasing incentives on a straight-line basis over the term of the applicable lease. We include a renewal period in the lease term only if it appears at lease inception that the renewal is reasonably certain.
Our rental revenues are reduced by the amount of any leasing incentives on a straight-line basis over the term of the applicable lease. We include a renewal period in the lease term only if it appears at 46 Table of Contents lease inception that the renewal is reasonably certain.
The adjustment for depreciation and amortization for the years ended December 31, 2024, 2023, and 2022 excludes $0.9 million, $0.9 million and $1.0 million, respectively, of depreciation attributable to our partners.
The adjustment for depreciation and amortization for the years ended December 31, 2025, 2024, and 2023 excludes $1.0 million, $0.9 million and $0.9 million, respectively, of depreciation attributable to our partners.
(g) We novated an existing 3.43% fixed rate swap with a $100.0 million notional and assigned (A) $11.1 million notional to the loan secured by Market at Mill Creek, effective April 17, 2024, and (B) $21.0 million to the loan secured by Liberty Retail & Apartments, effective February 1, 2024.
(5) The Company novated an existing 3.43% fixed rate swap with a $100.0 million notional and assigned (A) $11.1 million notional to the loan secured by Market at Mill Creek, effective April 17, 2024 and (B) $21.0 million to the loan secured by Liberty Retail & Apartments, effective February 1, 2024.
The "Base Rate" is equal to the highest of: (a) the Federal Funds Rate for such day, plus 0.50% (b) the rate of interest in effect for such day as 60 Table of Contents publicly announced from time to time by the administrative agent as its “prime rate” for such day, (c) one month term SOFR for such day plus 0.01 basis points and (d) 1.00%.
The "Base Rate" is equal to the highest of: (a) the Federal Funds Rate for such day, plus 0.50% (b) the rate of interest in effect for such day as publicly announced from time to time by the administrative agent as its “prime rate” for such day, (c) one month term SOFR for such day plus 100 basis points and (d) 1.00%.
If the Company or the Operating Partnership attains investment grade credit ratings from both S&P Global Ratings and Moody’s Investors Service, Inc., we may elect to have borrowings become subject to interest rates based on such credit ratings. Our unencumbered borrowing pool will support revolving borrowings of up to $258.0 million, as of December 31, 2024.
If the Company or the Operating Partnership attains investment grade credit ratings from both S&P Global Ratings and Moody’s Investors Service, Inc., we may elect to have borrowings become subject to interest rates based on such credit ratings. Our unencumbered borrowing pool will support revolving borrowings of up to $293.3 million, as of December 31, 2025.
We are the sole general partner of our Operating Partnership and, as of December 31, 2024, we owned, through a combination of direct and indirect interests, 78.6% of the outstanding OP Units in our Operating Partnership. We elected to be taxed as a REIT for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2013.
We are the sole general partner of our Operating Partnership and, as of December 31, 2025, we owned, through a combination of direct and indirect interests, 77.3% of the outstanding OP Units in our Operating Partnership. We elected to be taxed as a REIT for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2013.
Changes in other income (expense), net for the year ended December 31, 2024 were immaterial.
Changes in other income (expense), net for the year ended December 31, 2025 were immaterial.
A default under the Credit Agreement would also constitute a default under M&T term loan agreement. We are currently in compliance with all covenants under the M&T term loan agreement.
A default under the Credit Agreement would also constitute a default under the TD term loan agreement. We are currently in compliance with all covenants under the TD term loan agreement.
We expect to meet our short-term liquidity requirements through net cash provided by operations, reserves established from existing cash, borrowings under construction loans to fund new real estate development and construction, borrowings available under our amended credit facility, and net proceeds from the opportunistic sale of common stock through our at-the-market continuous equity offering program (the "ATM Program"), which is discussed below.
We expect to meet our short-term liquidity requirements through net cash provided by operations, reserves established from existing cash, borrowings available under our amended credit facility, and net proceeds from the opportunistic sale of common stock through our at-the-market continuous equity offering program (the "ATM Program"), which is discussed below.
During the year ended December 31, 2024, we did not issue any shares of Series A Preferred Stock under the ATM Program. Shares having an aggregate offering price of $178.5 million remained unsold under the ATM Program as of February 21, 2025.
During the year ended December 31, 2025, we did not issue any shares of common stock or Series A Preferred Stock under the ATM Program. Shares having an aggregate offering price of $178.5 million remained unsold under the ATM Program as of February 20, 2026.
As of December 31, 2024, our stabilized operating property portfolio was comprised of 46 retail properties, 14 office properties, and 11 multifamily properties. In addition to our operating property portfolio, we had 2 retail properties, 1 office property, and 1 multifamily property in various stages of predevelopment, development, redevelopment, or stabilization as of December 31, 2024.
As of December 31, 2025, our stabilized operating property portfolio was comprised of 46 retail properties, 14 office properties, and 11 multifamily properties. In addition to our operating property portfolio, we had three retail properties, two office properties, and three multifamily properties in various stages of predevelopment, development, redevelopment, or stabilization as of December 31, 2025.
We also provide general contracting services to third parties and invest in development projects through mezzanine lending arrangements and equity investments. Substantially all of our assets are held by, and all of our operations are conducted through, our Operating Partnership.
We also have historically provided general contracting services to third parties and invested in development projects through mezzanine lending arrangements and equity investments. Substantially all of our assets are held by, and all of our operations are conducted through, our Operating Partnership.
TD Term Loan Facility On May 19, 2023, we entered into a term loan agreement (the "TD term loan agreement") with Toronto Dominion (Texas) LLC, as administrative agent, and TD Bank, N.A. as lender, which provides a $75.0 million senior unsecured term loan facility (the "TD term loan facility"), with the option to increase the total capacity to $150.0 million, subject to our satisfaction of certain conditions.
We are currently in compliance with all covenants under the M&T term loan agreement. 59 Table of Contents TD Term Loan Facility On May 19, 2023, we entered into a term loan agreement (the "TD term loan agreement") with Toronto Dominion (Texas) LLC, as administrative agent, and TD Bank, N.A. as lender, which provides a $75.0 million senior unsecured term loan facility (the "TD term loan facility"), with the option to increase the total capacity to $150.0 million, subject to our satisfaction of certain conditions.
A default under the Credit Agreement would also constitute a default under the TD term loan agreement.
A default under the Credit Agreement would also constitute a default under M&T term loan agreement.
The impact of the same is included in Non-Same Store NOI for the year ended December 31, 2024. 51 Table of Contents Same store rental revenues and same store NOI for the year ended December 31, 2024 increased $4.8 million, or 6.2%, and $3.7 million, or 7.7%, respectively, compared to the year ended December 31, 2023.
The impact of the same is included in Non-Same Store NOI for the year ended December 31, 2025. Same store rental revenues and same store NOI for the year ended December 31, 2025 increased $5.2 million, or 5.7%, and $3.7 million, or 6.3%, respectively, compared to the year ended December 31, 2024.
During the year ended December 31, 2022, we began to implement a strategic transformation of the composition of borrowings by refinancing secured property debt with unsecured property debt in order to increase the flexibility of our financing cash flows.
During the year ended December 31, 2022, we began to implement a strategic transformation of the composition of borrowings by refinancing secured property debt with unsecured property debt in order to increase the flexibility of our financing cash flows. Additionally, we have begun transforming our debt portfolio from variable-rate to fixed-rate borrowings.
Additionally, any property that is fully or partially taken out of service for the purpose of redevelopment is no longer considered stabilized until the redevelopment activities are complete, the asset is placed back into service, and the stabilization criteria above are again met.
Additionally, any property that is fully or partially taken out of service for the purpose of redevelopment or is impacted by significant disruptive events (e.g. fire, flood) is no longer considered stabilized until the redevelopment or repair activities are complete, the asset is placed back into service, and the stabilization criteria above are again met.
During the year ended December 31, 2023, we executed new contracts or change orders with Beatty Development Group related to the Harbor Point development in Baltimore totaling $89.6 million in addition to $64.8 million with Terwilliger Pappas in connection with the development of Solis Kennesaw, and $49.6 million with Dominion Realty Partners.
During the year ended December 31, 2024, we executed new contracts or change orders with Beatty Development Group related to the Harbor Point developments in Baltimore totaling $29.8 million in addition to the $0.4 million with Terwilliger Pappas in connection with the development of Solis Kennesaw, and $53.4 million with Dominion Realty Partners.
Other equity REITs may not calculate Normalized FFO in the same manner as we do, and, accordingly, our Normalized FFO may not be comparable to such other REITs' Normalized FFO. 65 Table of Contents The following table sets forth a reconciliation of FFO and Normalized FFO for each of the years ended December 31, 2024, 2023, and 2022 to net income, the most directly comparable GAAP measure: Years Ended December 31, 2024 2023 2022 (in thousands, except per share and unit amounts) Net income (loss) attributable to common stockholders and OP Unitholders $ 30,903 $ (4,490) $ 82,457 Depreciation and amortization, net (1) 88,754 95,208 71,971 Gain on operating real estate dispositions, net (2) (21,305) — (47,984) Impairment of real estate assets 1,494 — 201 FFO attributable to common stockholders and OP Unitholders 99,846 90,718 106,645 Acquisition, development, and other pursuit costs 5,531 84 37 Accelerated amortization of intangible assets and liabilities (5) (653) 215 Loss on extinguishment of debt 247 — 3,374 Unrealized credit loss provision (release) 156 574 626 Amortization of right-of-use assets - finance leases 1,578 1,349 1,110 Increase (decrease) in fair value of derivatives not designated as cash flow hedges 9,612 14,185 (8,698) Amortization of interest rate derivatives on designated cash flow hedges 422 4,210 3,849 Severance related costs 1,506 — — Normalized FFO available to common stockholders and OP Unitholders $ 118,893 $ 110,467 $ 107,158 Net income (loss) attributable to common stockholders and OP Unitholders per diluted share and unit $ 0.33 $ (0.05) $ 0.93 FFO attributable to common stockholders and OP Unitholders per diluted share and unit $ 1.08 $ 1.02 $ 1.21 Normalized FFO attributable to common stockholders and OP Unitholders per diluted share and unit $ 1.29 $ 1.24 $ 1.22 Weighted average common shares and units - diluted 92,326 88,864 88,192 ________________________________________ (1) The adjustment for depreciation and amortization excludes amortization of above and below-market ground lease assets.
Other equity REITs may not calculate Normalized FFO in the same manner as we do, and, accordingly, our Normalized FFO may not be comparable to such other REITs' Normalized FFO. 66 Table of Contents The following table sets forth a reconciliation of FFO and Normalized FFO for each of the years ended December 31, 2025, 2024, and 2023 to net income, the most directly comparable GAAP measure: Years Ended December 31, 2025 2024 2023 (in thousands, except per share and unit amounts) Net (loss) income attributable to common stockholders and OP Unitholders $ (7,541) $ 30,903 $ (4,490) Depreciation and amortization, net (1) 93,541 88,754 95,208 Loss (gain) on consolidation of real estate entities (6,646) — — Gain on operating real estate dispositions, net (2) — (21,305) — Impairment of real estate assets 373 1,494 — FFO attributable to common stockholders and OP Unitholders 79,727 99,846 90,718 Acquisition, development, and other pursuit costs 517 5,531 84 Accelerated amortization of intangible assets and liabilities (169) (5) (653) Loss on extinguishment of debt 69 247 — Unrealized credit loss (release) provision (437) 156 574 Amortization of right-of-use assets - finance leases 1,580 1,578 1,349 Decrease (increase) in fair value of derivatives not designated as cash flow hedges 22,496 9,612 14,185 Stock compensation normalization 3,299 — — Amortization of interest rate derivatives on designated cash flow hedges 1,530 422 4,210 Severance related costs 1,801 1,506 — Normalized FFO available to common stockholders and OP Unitholders $ 110,413 $ 118,893 $ 110,467 Net (loss) income attributable to common stockholders and OP Unitholders per diluted share and unit $ (0.07) $ 0.33 $ (0.05) FFO attributable to common stockholders and OP Unitholders per diluted share and unit $ 0.78 $ 1.08 $ 1.02 Normalized FFO attributable to common stockholders and OP Unitholders per diluted share and unit $ 1.08 $ 1.29 $ 1.24 Weighted-average common shares and units - diluted 101,906 92,326 88,864 ________________________________________ (1) The adjustment for depreciation and amortization excludes amortization of above and below-market ground lease assets.
The occurrence of an event of default, if not cured within the applicable cure period, would permit the lenders to, among other things, declare the unpaid principal, accrued and unpaid interest, and all other amounts payable under the TD term loan facility to be immediately due and payable.
The TD term loan agreement includes customary events of default, in certain cases subject to customary cure periods. 60 Table of Contents The occurrence of an event of default, if not cured within the applicable cure period, would permit the lenders to, among other things, declare the unpaid principal, accrued and unpaid interest, and all other amounts payable under the TD term loan facility to be immediately due and payable.
In addition, substantially all of the leases provide for annual rent increases. We believe that inflationary increases may be offset in part by the contractual rent increases and expense escalations previously described.
Inflation Substantially all of our office and retail leases provide for the recovery of increases in real estate taxes and operating expenses. In addition, substantially all of the leases provide for annual rent increases. We believe that inflationary increases may be offset in part by the contractual rent increases and expense escalations previously described.
Unfunded Loan Commitments We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our borrowers. These commitments are not reflected on the consolidated balance sheet. As of December 31, 2024, our off-balance sheet arrangements consisted of $32.7 million of unfunded commitments of our notes receivable.
As of December 31, 2025, we had no outstanding guarantee liabilities. Unfunded Loan Commitments We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our borrowers. These commitments are not reflected on the consolidated balance sheet.
The M&T term loan facility has a scheduled maturity date of March 8, 2027, with a one-year extension option, subject to our satisfaction of certain conditions, including payment of a 0.075% extension fee. On June 21, 2024, the M&T term loan facility commitment increased to $135.0 million as a result of adding a new lender to the facility.
The M&T term loan facility has a scheduled maturity date of March 8, 2027, with a one-year extension option, subject to our satisfaction of certain conditions, including payment of a 0.075% extension fee.
(b) Does not reflect the effect of any maturity extension options. (c) Includes debt subject to interest rate swap locks. (d) Represents the fair value of additional ground lease payments at 1405 Point over the approximately 38-year remaining lease term. As of December 31, 2024, we were in compliance with all loan covenants on our outstanding indebtedness.
(5) Includes debt subject to interest rate swap locks. (6) Represents the fair value of additional ground lease payments at 1405 Point over the approximately 37-year remaining lease term. As of December 31, 2025, we were in compliance with all loan covenants on our outstanding indebtedness.
The Operating Partnership is the borrower under the M&T term loan facility, and its obligations under the M&T term 59 Table of Contents loan facility are guaranteed by us and certain of its subsidiaries that are not otherwise prohibited from providing such guaranty.
The Operating Partnership is the borrower under the M&T term loan facility, and its obligations under the M&T term loan facility are guaranteed by us and certain of its subsidiaries that are not otherwise prohibited from providing such guaranty. The M&T term loan agreement contains customary representations and warranties and financial and other affirmative and negative covenants.
We may, at any time, voluntarily prepay the TD term loan facility in whole or in part without premium or penalty, provided certain conditions are met. The TD term loan agreement includes customary events of default, in certain cases subject to customary cure periods.
We may, at any time, voluntarily prepay the TD term loan facility in whole or in part without premium or penalty, provided certain conditions are met.
Rental expenses by segment for each of the years ended December 31, 2024, 2023, and 2022 were as follows (in thousands): Years Ended December 31, 2024 2023 2024 2023 2022 Change Change Retail $ 18,221 $ 16,470 $ 13,980 $ 1,751 $ 2,490 Office 25,048 22,708 19,003 2,340 3,705 Multifamily 19,141 17,241 17,759 1,900 (518) $ 62,410 $ 56,419 $ 50,742 $ 5,991 $ 5,677 Rental expenses increased $6.0 million, or 10.6%, during the year ended December 31, 2024 compared to the year ended December 31, 2023.
Rental Expenses Rental expenses by segment for each of the years ended December 31, 2025, 2024, and 2023 were as follows (in thousands): Years Ended December 31, 2025 2024 2025 2024 2023 Change Change Retail $ 17,445 $ 18,221 $ 16,470 $ (776) $ 1,751 Office 27,059 25,048 22,708 $ 2,011 $ 2,340 Multifamily 22,408 19,141 17,241 $ 3,267 $ 1,900 $ 66,912 $ 62,410 $ 56,419 $ 4,502 $ 5,991 Rental expenses increased $4.5 million, or 7.2%, during the year ended December 31, 2025 compared to the year ended December 31, 2024.
The revolving credit facility bears interest at SOFR plus a margin ranging from 1.30% to 1.85% and a credit spread adjustment of 0.10%, and the term loan facility bears interest at SOFR plus a margin ranging from 1.25% to 1.80% and a credit spread adjustment of 0.10%, in each case depending on our total leverage.
On June 14, 2024, the term loan facility commitment increased to $350.0 million as a result of an existing lender increasing its outstanding commitment. 57 Table of Contents The revolving credit facility bears interest at SOFR plus a margin ranging from 1.30% to 1.85% and a credit spread adjustment of 0.10%, and the term loan facility bears interest at SOFR plus a margin ranging from 1.25% to 1.80% and a credit spread adjustment of 0.10%, in each case depending on our total leverage.
The change was primarily attributable to an increase in portfolio NOI and timing of receipts and payables for the construction business. Net cash used for investing activities for the year ended December 31, 2024 decreased by $210.6 million compared to the year ended December 31, 2023.
The change was primarily attributable to an increase in interest expense and timing of receipts and payables for the portfolio. Net cash used for investing activities of continuing operations for the year ended December 31, 2025 increased by $94.5 million compared to the year ended December 31, 2024.
Such analysis considers the contractual terms of the debt, including the period to maturity, credit characteristics, and other terms of the arrangements, which are Level 3 inputs in the fair value hierarchy (as described in Note 13 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K). 48 Table of Contents Real Estate Impairment We evaluate our real estate assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.
Such analysis considers the contractual terms of the debt, including the period to maturity, credit characteristics, and other terms of the arrangements, which are Level 3 inputs in the fair value hierarchy (as described in Note 13 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K).
We expect to meet our long-term liquidity requirements with net cash from operations, long-term secured and unsecured indebtedness, the issuance of equity and debt securities, and the opportunistic disposition of non-core properties. We also may fund property development and acquisitions and capital improvements using our credit facility pending long-term financing.
Our long-term liquidity needs consist primarily of funds necessary for the repayment of debt at or prior to maturity, property development and acquisitions, tenant improvements, and capital improvements. We expect to meet our long-term liquidity requirements with net cash from operations, long-term secured and unsecured indebtedness, the issuance of equity and debt securities, and the opportunistic disposition of non-core properties.
Such commitments are subject to our borrowers’ satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets. The commitments may or may not be funded depending on a variety of circumstances including timing, credit metric hurdles, and other nonfinancial events occurring.
Such commitments are subject to our borrowers’ satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.
There was no loss on extinguishment of debt for the year ended December 31, 2023. 56 Table of Contents Change in fair value of derivatives and other for the year ended December 31, 2024 includes an increase in interest receipts for non-designated derivatives due to an increase in the amount of non-designated derivatives, and a decrease in the fair value of our derivative instruments due to decreases in forward SOFR (the Secured Overnight Financing Rate).
Change in fair value of derivatives and other for the year ended December 31, 2025 includes an increase in interest receipts for non-designated derivatives due to a higher notional amount of derivatives not designated as cash flow hedges outstanding, and a decrease in the fair value of our derivative instruments due to decreases in the forward Secured Overnight Financing Rate ("SOFR") curve.
We are currently in compliance with all covenants under the TD term loan agreement. 61 Table of Contents Consolidated Indebtedness The following table sets forth our consolidated indebtedness as of December 31, 2024 ($ in thousands): Amount Outstanding Interest Rate (a) Effective Rate for Variable-Rate Debt Maturity Date (b) Balance at Maturity Secured Debt Red Mill South $ 4,502 3.57 % 3.57 % May 1, 2025 $ 4,383 The Everly 30,000 SOFR+ 1.50 % 5.83 % December 20, 2025 30,000 Encore Apartments & 4525 Main Street 52,187 2.93 % 2.93 % February 10, 2026 50,726 Southern Post 60,244 SOFR+ 2.25 % 6.58 % August 25, 2026 60,244 Thames Street Wharf 66,461 SOFR+ 1.30 % 2.33 % (c) September 30, 2026 64,072 Constellation Energy Building 175,000 SOFR+ 1.50 % 5.95 % November 1, 2026 175,000 Liberty 20,242 SOFR+ 1.50 % 4.93 % (c) September 27, 2027 19,230 Greenbrier Square 19,184 3.74 % 3.74 % October 10, 2027 18,049 Lexington Square 13,293 4.50 % 4.50 % September 1, 2028 12,044 Red Mill North 3,842 4.73 % 4.73 % December 31, 2028 3,295 Premier Apartments and Retail 29,415 5.53 % 5.53 % December 1, 2029 29,415 Greenside Apartments 30,321 3.17 % 3.17 % December 15, 2029 26,095 Smith's Landing 13,584 4.05 % 4.05 % June 1, 2035 384 The Edison 14,774 5.30 % 5.30 % December 1, 2044 100 The Cosmopolitan 39,461 3.35 % 3.35 % July 1, 2051 187 Total Secured Debt $ 572,510 $ 493,224 Unsecured Debt TD Unsecured Term Loan $ 95,000 SOFR+ 1.35%-1.90% 4.85 % (c) May 19, 2025 $ 95,000 Senior Unsecured Revolving Credit Facility 140,000 SOFR+ 1.30%-1.85% 6.42 % January 22, 2027 140,000 Senior Unsecured Revolving Credit Facility (Fixed) 5,000 SOFR+ 1.30%-1.85% 4.80 % (c) January 22, 2027 5,000 M&T Unsecured Term Loan 35,000 SOFR+ 1.25%-1.80% 6.22 % March 8, 2027 35,000 M&T Unsecured Term Loan (Fixed) 100,000 SOFR+ 1.25%-1.80% 4.90 % (c) March 8, 2027 100,000 Senior Unsecured Term Loan 271,000 SOFR+ 1.25%-1.80% 6.22 % January 21, 2028 271,000 Senior Unsecured Term Loan (Fixed) 79,000 SOFR+ 1.25%-1.80% 4.83 % (c) January 21, 2028 79,000 Total Unsecured Debt 725,000 725,000 Total Principal Balances $ 1,297,510 $ 1,218,224 Other notes payable (d) 6,121 Unamortized GAAP Adjustments (8,072) Indebtedness, Net $ 1,295,559 _______________________________________ (a) SOFR is determined by individual lenders.
Consolidated Indebtedness The following table sets forth our consolidated indebtedness as of December 31, 2025 ($ in thousands): Amount Outstanding Interest Rate (1) Effective Rate for Variable-Rate Debt Maturity Date (2) Balance at Maturity Secured Debt Encore Apartments & 4525 Main Street $ 50,840 2.93 % February 10, 2026 (3) 50,726 The Everly 30,000 SOFR+ 1.50 % 5.20 % March 19, 2026 (4) 30,000 Thames Street Wharf 65,028 SOFR+ 1.30 % 2.34 % (5) September 30, 2026 63,952 Constellation Energy Building 175,000 SOFR+ 1.50 % 5.31 % November 1, 2026 175,000 The Allied | Harbor Point 90,000 SOFR+ 2.00 % 4.25 % (5) June 10, 2027 90,000 Liberty 19,897 SOFR+ 1.50 % 4.93 % (5) September 27, 2027 19,250 Greenbrier Square 18,785 3.74 % October 10, 2027 18,049 Lexington Square 12,973 4.50 % September 1, 2028 12,044 Red Mill North 3,715 4.73 % December 31, 2028 3,295 Premier Apartments and Retail 29,415 5.53 % December 1, 2029 29,415 Greenside Apartments 29,512 3.17 % December 15, 2029 26,089 Smith's Landing 12,548 4.05 % June 1, 2035 384 The Edison 14,347 5.30 % December 1, 2044 100 The Cosmopolitan 38,524 3.35 % July 1, 2051 187 Total Secured Debt $ 590,584 $ 518,491 Unsecured Debt TD Unsecured Term Loan $ 95,000 SOFR+ 1.35%-1.90% 5.35 % May 19, 2026 $ 95,000 Senior Unsecured Revolving Credit Facility 241,000 SOFR+ 1.30%-1.85% 5.30 % January 22, 2027 241,000 M&T Unsecured Term Loan 35,000 SOFR+ 1.25%-1.80% 5.25 % March 8, 2027 35,000 M&T Unsecured Term Loan (Fixed) 100,000 SOFR+ 1.25%-1.80% 5.05 % (5) March 8, 2027 100,000 Senior Unsecured Term Loan 271,000 SOFR+ 1.25%-1.80% 5.25 % January 21, 2028 271,000 Senior Unsecured Term Loan (Fixed) 79,000 SOFR+ 1.25%-1.80% 4.98 % (5) January 21, 2028 79,000 Senior Notes, Series A 25,000 5.57 % July 22, 2028 25,000 Senior Notes, Series B 45,000 5.78 % July 22, 2030 45,000 Senior Notes, Series C 45,000 6.09 % July 22, 2032 45,000 Total - Unsecured Debt 936,000 936,000 Total Principal Balances $ 1,526,584 $ 1,454,491 Other notes payable (6) 6,107 Unamortized GAAP Adjustments (6,533) Indebtedness, Net $ 1,526,158 _______________________________________ (1) The Secured Overnight Financing Rate ("SOFR") is determined by individual lenders.
ATM Program On March 10, 2020, we commenced the ATM Program through which we may, from time to time, issue and sell shares of our common stock and Series A Preferred Stock having an aggregate offering price of up to $300.0 million, to or through our sales agents and, with respect to shares of our common stock, may enter into separate forward sales agreements to or through one or more forward purchasers. 57 Table of Contents During the year ended December 31, 2024, we issued and sold 2,288,541 shares of common stock at a weighted average price of $11.58 per share under the ATM Program, receiving net proceeds, after offering costs and commissions, of $26.1 million.
ATM Program On March 10, 2020, we commenced the ATM Program through which we may, from time to time, issue and sell shares of our common stock and Series A Preferred Stock having an aggregate offering price of up to $300.0 million, to or through our sales agents and, with respect to shares of our common stock, may enter into separate forward sales agreements to or through one or more forward purchasers.
Rental revenues and NOI for the year ended December 31, 2024 increased $12.2 million, or 14.7%, and $9.8 million, or 19.0%, respectively, compared to the year ended December 31, 2023.
Rental revenues and NOI for the year ended December 31, 2025 increased $8.1 million, or 8.6%, and $5.3 million, or 8.7%, respectively, compared to the year ended December 31, 2024.
Off-Balance Sheet Arrangements In connection with certain of our real estate financing activities and equity method investments, we have provided guarantees to pay portions of certain senior loans of third parties associated with the development projects.
(4) Contractual obligations above exclude increased ground lease payments at 1405 Point, which is classified as a note payable in the consolidated balance sheets. Off-Balance Sheet Arrangements In connection with certain of our real estate financing activities and equity method investments, we have provided guarantees to pay portions of certain senior loans of third parties associated with the development projects.
Same store rental revenues and same store NOI for the year ended December 31, 2024 are materially consistent with the year ended December 31, 2023. 52 Table of Contents General Contracting and Real Estate Services Segment Data General contracting and real estate services revenues, expenses, and gross profit for the years ended December 31, 2024, 2023, and 2022 were as follows ($ in thousands): Years Ended December 31, 2024 2023 2022 General contracting and real estate services revenues $ 433,177 $ 413,131 $ 234,859 General contracting and real estate services expenses 419,302 399,713 227,158 Segment gross profit 13,875 13,418 7,701 Operating margin (1) 3.2 % 3.2 % 3.3 % ________________________________________ (1) 50% and 90% of gross profit attributable to our T.
Discontinued Operations - General Contracting and Real Estate Services Data General contracting and real estate services revenues, expenses, and gross profit reported in discontinued operations, net for the years ended December 31, 2025, 2024, and 2023 were as follows ($ in thousands): Years Ended December 31, 2025 2024 2023 General contracting and real estate services revenues $ 119,161 $ 433,177 $ 413,131 General contracting and real estate services expenses 112,607 419,302 399,713 Segment gross profit in discontinued operations 6,554 13,875 13,418 Operating margin (1) (2) 5.5 % 3.2 % 3.2 % ________________________________________ (1) 50% and 90% of gross profit attributable to our T.
Office Segment Data Office rental revenues, property expenses, and NOI for the years ended December 31, 2024, 2023, and 2022 were as follows ($ in thousands): Years Ended December 31, 2024 2023 2022 Rental revenues $ 95,007 $ 82,855 $ 74,970 Property expenses 33,779 31,390 26,620 NOI $ 61,228 $ 51,465 $ 48,350 Square feet (1) 2,335,063 2,330,432 2,131,735 Occupancy (1) 97.2 % 95.2 % 98.0 % ________________________________________ (1) Stabilized properties as of the end of the periods presented.
Same store rental revenues and same store NOI for the year ended December 31, 2025 are materially consistent with the year ended December 31, 2024. 49 Table of Contents Office Segment Data Office rental revenues, property expenses, and NOI for the years ended December 31, 2025, 2024, and 2023 were as follows ($ in thousands): Years Ended December 31, 2025 2024 2023 Rental revenues $ 103,147 $ 95,007 $ 82,855 Property expenses 36,598 33,779 31,390 NOI $ 66,549 $ 61,228 $ 51,465 Square feet (1) 2,336,610 2,335,063 2,330,432 Occupancy (1) 96.4 % 97.2 % 95.2 % ________________________________________ (1) Stabilized properties as of the end of the periods presented.
Segment expenses include rental expenses and real estate taxes for our property segments, general contracting and real estate services expenses for our general contracting and real estate services segment, and interest expense for our real estate financing segment.
We calculate NOI as segment revenues less segment expenses. Segment revenues include rental revenues for our property segments and interest income for our real estate financing segment. Segment expenses include rental expenses and real estate taxes for our property segments and interest expense for our real estate financing segment.
As of December 31, 2024, SOFR was 4.32%. (2) Assumes the $145.0 million revolving credit facility balance outstanding as of December 31, 2024 remains constant through maturity of the facility.
As of December 31, 2025, SOFR was 3.69%. (2) Assumes the $241.0 million revolving credit facility balance outstanding as of December 31, 2025 remains constant through maturity of the facility. Amounts also include unused credit facility fees assuming the balance outstanding as of December 31, 2025 remains constant through maturity of our revolving credit facility.
The increases in same store rental revenues and same store NOI resulted primarily due to the receipt of a termination fee from one of our tenants at Wills Wharf and the addition of new tenants at Wills Wharf Multifamily Segment Data Multifamily rental revenues, property expenses, and NOI for the years ended December 31, 2024, 2023, and 2022 were as follows ($ in thousands): Years Ended December 31, 2024 2023 2022 Rental revenues $ 58,255 $ 56,145 $ 56,536 Property expenses 24,297 21,899 23,077 NOI $ 33,958 $ 34,246 $ 33,459 Apartment units/beds 2,492 2,492 2,254 Occupancy 95.3 % 95.5 % 96.1 % Rental revenues for the year ended December 31, 2024 increased $2.1 million, or 3.8%, compared to the year ended December 31, 2023.
The increases in same store rental revenues and same store NOI resulted primarily due to the increased occupancy at Armada Hoffler Tower Office, The Interlock Office, and Thames Street Office. 50 Table of Contents Multifamily Segment Data Multifamily rental revenues, property expenses, and NOI for the years ended December 31, 2025, 2024, and 2023 were as follows ($ in thousands): Years Ended December 31, 2025 2024 2023 Rental revenues $ 66,083 $ 58,255 $ 56,145 Property expenses 28,795 24,297 21,899 NOI $ 37,288 $ 33,958 $ 34,246 Apartment units/beds 2,406 2,492 2,492 Occupancy 94.6 % 95.3 % 95.5 % Rental revenues and NOI for the year ended December 31, 2025 increased $7.8 million, or 13.4%, and $3.3 million, or 9.8%, respectively, compared to the year ended December 31, 2024.
Ending backlog as of December 31, 2023 included $225.0 million in contracts with Beatty Development Group, $162.7 million in contracts with Dominion Realty Partners, and $58.3 million in contracts with Terwilliger Pappas.
Ending backlog as of December 31, 2025 included $2.8 million in contracts with Beatty Development Group, and $65.6 million in contracts with Dominion Realty Partners.
Interest Rate Derivatives As of December 31, 2024, the Company held the following interest rate swap agreements ($ in thousands): Related Debt Notional Amount Index Swap Fixed Rate Debt Effective Rate Effective Date Expiration Date Harbor Point Parcel 3 senior construction loan $ 90,000 (a) 1-month SOFR 2.75 % 4.82 % 10/2/2023 10/1/2025 Floating rate pool of loans 330,000 (b) 1-month SOFR 2.75 % 4.33 % 10/1/2023 10/1/2025 Harbor Point Parcel 4 senior construction loan 100,000 (c) 1-month SOFR 2.75 % 5.12 % 11/01/2023 11/01/2025 Floating rate pool of loans 300,000 (d) 1-month SOFR 2.75 % 4.33 % 12/01/2023 12/01/2025 Revolving credit facility and TD unsecured term loan 100,000 (e) Daily SOFR 3.20 % 4.70 % 05/19/2023 5/19/2026 Thames Street Wharf loan 66,057 (f) Daily SOFR 0.93 % 2.33 % 09/30/2021 9/30/2026 M&T unsecured term loan 100,000 (f) 1-month SOFR 3.50 % 4.90 % 12/06/2022 12/06/2027 Liberty Retail & Apartments loan 21,000 (g) 1-month SOFR 3.43 % 4.93 % 12/13/2022 1/21/2028 Senior unsecured term loan 79,000 (g) 1-month SOFR 3.43 % 4.83 % 12/13/2022 1/21/2028 Total $ 1,186,057 (a) This interest rate swap agreement reduces our interest rate exposure on the $180.4 million senior construction loan secured by our Harbor Point Parcel 3 equity method investment .
Interest Rate Derivatives As of December 31, 2025, the Company held the following interest rate swap agreements ($ in thousands): Related Debt Notional Amount Index Swap Fixed Rate Debt Effective Rate Effective Date Expiration Date Floating Rate Pool of Loans $ 320,000 (1) 1-month SOFR 2.25 % 3.87 % 8/1/2025 8/1/2026 Floating Rate Pool of Loans 320,000 (1) 1-month SOFR 2.25 % 3.87 % 8/1/2025 8/1/2026 Harbor Point Parcel 3 Senior Construction Loan 90,000 (2) 1-month SOFR 2.25 % 4.32 % 8/1/2025 8/1/2026 Allied Parcel 4 Loan 90,000 (2) 1-month SOFR 2.25 % 4.25 % 8/1/2025 8/1/2026 Thames Street Wharf Loan 63,007 (3) Daily SOFR 0.93 % 2.34 % 4/3/2023 9/30/2026 Floating Rate Pool of Loans 150,000 (4) 1-month SOFR 2.50 % 4.12 % 1/2/2025 1/1/2027 M&T Unsecured Term Loan 100,000 (3) 1-month SOFR 3.50 % 5.05 % 12/6/2022 12/6/2027 Liberty Retail & Apartments Loan 21,000 (5) 1-month SOFR 3.43 % 4.93 % 12/13/2022 1/21/2028 Senior Unsecured Term Loan 79,000 (5) 1-month SOFR 3.43 % 4.98 % 4/1/2024 1/21/2028 Total $ 1,233,007 (1) The Company paid $5.5 million to reduce the swap fixed rate on July 28, 2025.
As of December 31, 2024, our scheduled principal repayments and maturities during each of the next five years and thereafter were as follows ($ in thousands): Year (1)(2)(3) Amount Due Percentage of Total 2025 $ 136,701 11 % 2026 355,710 27 % 2027 321,819 25 % 2028 369,322 28 % 2029 59,167 5 % Thereafter 54,791 4 % Total $ 1,297,510 100 % ________________________________________ 62 Table of Contents (1) Does not reflect the exercise of any maturity extension options.
As of December 31, 2025, our scheduled principal repayments and maturities during each of the next five years and thereafter were as follows ($ in thousands): Year (1)(2)(3) Amount Due Percentage of Total 2026 $ 420,466 28 % 2027 507,838 33 % 2028 394,325 26 % 2029 59,163 4 % 2030 47,936 3 % Thereafter 96,856 6 % Total $ 1,526,584 100 % ________________________________________ (1) Does not reflect the exercise of any maturity extension options.
Refer to Note 5 in our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for more information. Impairment charges during the year ended December 31, 2023 were immaterial.
Refer to Note 6 in our consolidated financial statements in Item 8 of our 2024 Annual Report on Form 10-K for more information. Gain on Real Estate Dispositions, Net 54 Table of Contents There was no gain on real estate dispositions, net for the year ended December 31, 2025.
Real Estate Financing Segment Data Real estate financing interest income, interest expense, and gross profit for the years ended December 31, 2024, 2023, and 2022 were as follows (in thousands): Years Ended December 31, 2024 2023 2022 Interest income $ 16,077 $ 14,176 $ 16,461 Interest expense 6,588 3,667 3,497 Segment gross profit $ 9,489 $ 10,509 $ 12,964 Operating margin 59.0 % 74.1 % 78.8 % 53 Table of Contents Real estate financing gross profit for the year ended December 31, 2024 decreased 9.7% compared to the year ended December 31, 2023, primarily due to the effect of increased funded balances and the increase to allocated interest expense in connection therewith, partially offset by an increase in recognized interest income.
Real Estate Financing Segment Data Real estate financing interest income, interest expense, and gross profit for the years ended December 31, 2025, 2024, and 2023 were as follows (in thousands): Years Ended December 31, 2025 2024 2023 Interest income $ 14,831 $ 16,077 $ 14,176 Interest expense 8,002 6,588 3,667 Segment gross profit $ 6,829 $ 9,489 $ 10,509 Operating margin 46.0 % 59.0 % 74.1 % Real estate financing gross profit for the year ended December 31, 2025 decreased 28.0% compared to the year ended December 31, 2024, primarily due to decreased interest rates on Solis Gainesville II, The Allure at Edinburgh, and Solis 51 Table of Contents Kennesaw during 2025, combined with the absence of income from the Solis City Park II investment following its redemption in 2024.
On June 14, 2024, the term loan facility commitment increased to $350.0 million as a result of an existing lender increasing its outstanding commitment.
On June 21, 2024, the M&T term loan facility commitment increased to $135.0 million as a result of adding a new 58 Table of Contents lender to the facility.
(2) Same store excludes Pembroke Square and The Interlock Retail, as well as Columbus Village II due to redevelopment. Same store rental revenues and same store NOI for the year ended December 31, 2024 are materially consistent with the year ended December 31, 2023.
(2) Same store excludes Chronicle Mill Apartments and Chandler Residences. Same store rental revenues and same store NOI for the year ended December 31, 2025 are materially consistent with the year ended December 31, 2024.
Amounts also include unused credit facility fees assuming the balance outstanding as of December 31, 2024 remains constant through maturity of our revolving credit facility. 63 Table of Contents (3) Contractual obligations above do not include funding obligations to non-wholly owned development projects as well as unfunded real estate financing investment commitments due to the uncertainty of the timing and amounts of certain of these obligations.
(3) Contractual obligations above do not include funding obligations to non-wholly owned projects as well as unfunded real estate financing investment commitments due to the uncertainty of the timing and amounts of certain of these obligations. Refer to "Item 1. Business" for information about our equity method investment project and real estate financing investments.
Segment Results of Operations As of December 31, 2024, we operated our business in five segments: (i) retail real estate, (ii) office real estate, (iii) multifamily residential real estate, (iv) general contracting and real estate services, and (v) real estate financing.
Segment Results of Continuing Operations As of December 31, 2025, we operated our business in four segments: (i) retail real estate, (ii) office real estate, (iii) multifamily residential real estate, and (iv) real estate financing. NOI is the primary measure used by our chief operating decision-maker to assess segment performance and allocate our resources among our segments.
Acquisition, development, and other pursuit costs for the year ended December 31, 2023 were immaterial. Impairment charges during the year ended December 31, 2024 relate to the impairment of an undeveloped land parcel in predevelopment located in Charlotte, North Carolina.
Impairment Charges Impairment charges during the year ended December 31, 2025 relate to the leasehold improvements of our corporate offices due to the consolidation and relocation of the Company's operations to accommodate office space demand. Impairment charges during the year ended December 31, 2024 relate to the impairment of an undeveloped land parcel in predevelopment located in Charlotte, North Carolina.
Multifamily rental revenues for the year ended December 31, 2024 increased 3.8% compared to the year ended December 31, 2023, primarily due to the commencement of operations at Chandler Residences in 2024 as well as increased occupancy at Chronicle Mill and The Everly.
Multifamily rental revenues for the year ended December 31, 2025 increased 13.4% compared to the year ended December 31, 2024, primarily due to the consolidation of Allied | Harbor Point and a full year of operations for Chandler Residences.
Multifamily rental expenses for the year ended December 31, 2024 increased 11.0% compared to the year ended December 31, 2023, primarily as a result of the commencement of operations at Chandler Residences, as well as higher costs for contracted property services, utilities, compensation, and repairs and maintenance. 55 Table of Contents Real estate taxes by segment for the years ended December 31, 2024, 2023, and 2022 were as follows (in thousands): Years Ended December 31, 2024 2023 2024 2023 2022 Change Change Retail $ 9,421 $ 9,102 $ 9,122 $ 319 $ (20) Office 8,731 8,682 7,617 49 1,065 Multifamily 5,156 4,658 5,318 498 (660) $ 23,308 $ 22,442 $ 22,057 $ 866 $ 385 Real estate taxes increased $0.9 million, or 3.9%, during the year ended December 31, 2024 compared to the year ended December 31, 2023.
Real Estate Taxes Real estate taxes by segment for the years ended December 31, 2025, 2024, and 2023 were as follows (in thousands): Years Ended December 31, 2025 2024 2025 2024 2023 Change Change Retail $ 9,174 $ 9,421 $ 9,102 $ (247) $ 319 Office 9,539 8,731 8,682 $ 808 $ 49 Multifamily 6,387 5,156 4,658 $ 1,231 $ 498 $ 25,100 $ 23,308 $ 22,442 $ 1,792 $ 866 Real estate taxes increased $1.8 million, or 7.7%, during the year ended December 31, 2025 compared to the year ended December 31, 2024, consistent with new properties coming online.
Contractual Obligations The following table summarizes the future payments for known contractual obligations as of December 31, 2024 (in thousands): Payments due by period Less than More than Contractual Obligations 1 year 1 year Total Principal payments and maturities of long-term indebtedness $ 136,701 $ 1,160,809 $ 1,297,510 Interest payments on long-term indebtedness (1) (2) 57,482 104,995 162,477 Ground and other operating leases 5,473 455,617 461,090 Tenant-related and other commitments 24,112 — 24,112 Total (3) (4) $ 223,768 $ 1,721,421 $ 1,945,189 ________________________________________ (1) For long-term debt that bears interest at variable rates, we estimated future interest payments using the SOFR forward curve as of December 31, 2024.
Once the Market at Mill Creek loan was repaid, the $67.9 million swap on the senior unsecured loan increased to $79.0 million. 63 Table of Contents Contractual Obligations The following table summarizes the future payments for known contractual obligations as of December 31, 2025 (in thousands): Payments due by period Less than More than Contractual Obligations 1 year 1 year Total Principal payments and maturities of long-term indebtedness $ 420,466 $ 1,106,118 $ 1,526,584 Interest payments on long-term indebtedness (1) (2) 68,396 90,229 158,625 Ground and other operating leases 5,461 450,156 455,617 Tenant-related and other commitments 15,876 2,122 17,998 Total (3) (4) $ 510,199 $ 1,648,625 $ 2,158,824 ________________________________________ (1) For long-term debt that bears interest at variable rates, we estimated future interest payments using the SOFR forward curve as of December 31, 2025.
These unfunded commitments consist of $24.2 million of unfunded principal and $8.5 million of unfunded contingency. We consider the probability of contingency funding to be remote. We have recorded a $0.5 million credit loss reserve in conjunction with the total unfunded commitments.
As of December 31, 2025, our off-balance sheet arrangements consisted of $6.5 million of unfunded commitments of our notes receivable, all of which relates to unfunded contingencies. We consider the probability of contingency funding to be remote. We have recorded a less than $0.1 million credit loss reserve in conjunction with the total unfunded commitments.
The increase in rental revenues resulted primarily due to the commencement of operations at Chandler Residences in 2024 as well as increased occupancy at Chronicle Mill and The Everly. NOI for the year ended December 31, 2024 is materially consistent with the year ended December 31, 2023.
Rental revenues and NOI for the year ended December 31, 2025 are materially consistent with the year ended December 31, 2024. This is primarily due to the commencement of operations at Southern Post Retail, offset by the dispositions of Market at Mill Creek and Nexton Square.
Retail Segment Data Retail rental revenues, property expenses, and NOI for the years ended December 31, 2024, 2023, and 2022 were as follows ($ in thousands): Years Ended December 31, 2024 2023 2022 Rental revenues $ 103,435 $ 99,924 $ 87,788 Property expenses 27,642 25,572 23,102 NOI $ 75,793 $ 74,352 $ 64,686 Square feet (1) 3,824,446 4,123,143 4,011,297 Occupancy (1) 95.3 % 95.2 % 96.3 % ________________________________________ (1) Stabilized properties as of the end of the periods presented.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 48 Table of Contents Retail Segment Data Retail rental revenues, property expenses, and NOI for the years ended December 31, 2025, 2024, and 2023 were as follows ($ in thousands): Years Ended December 31, 2025 2024 2023 Rental revenues $ 100,394 $ 103,435 $ 99,924 Property expenses 26,619 27,642 25,572 NOI $ 73,775 $ 75,793 $ 74,352 Square feet (1) 3,823,373 3,824,446 4,123,143 Occupancy (1) 94.9 % 95.3 % 95.2 % ________________________________________ (1) Stabilized properties as of the end of the periods presented.
The changes in third party construction backlog for each of the years ended December 31, 2024, 2023, and 2022 were as follows (in thousands): Years Ended December 31, 2024 2023 2022 Beginning backlog $ 472,170 $ 665,564 $ 215,518 New contracts/change orders 85,883 221,474 685,754 Work performed (434,269) (414,868) (235,708) Ending backlog $ 123,784 $ 472,170 $ 665,564 During the year ended December 31, 2024, we executed new contracts or change orders with Beatty Development Group related to the Harbor Point developments in Baltimore totaling $29.8 million in addition to the $0.4 million with Terwilliger Pappas in connection with the development of Solis Kennesaw, and $53.4 million with Dominion Realty Partners.
General contracting and real estate services gross profit reported in discontinued operations, net, for the year ended December 31, 2025 decreased $7.3 million as compared to the year ended December 31, 2024, primarily reflecting the reduction in revenue as third-party project backlog was completed. $1.9 million of the gross profit recognized for the year ended December 31, 2025 was due to savings recognized on the Solis Kennesaw contract during the period. 55 Table of Contents The changes in third party construction backlog reported in discontinued operations, net for each of the years ended December 31, 2025, 2024, and 2023 were as follows (in thousands): Years Ended December 31, 2025 2024 2023 Beginning backlog $ 123,784 $ 472,170 $ 665,564 New contracts/change orders 63,920 85,883 221,474 Work performed (119,001) (434,269) (414,868) Ending backlog $ 68,703 $ 123,784 $ 472,170 During the year ended December 31, 2025, we executed new contracts or change orders with Dominion Realty Partners totaling $61.4 million.
As of December 31, 2024, we had unrestricted cash and cash equivalents of $70.6 million available for both current liquidity needs as well as development and redevelopment activities. As of December 31, 2024, we also had restricted cash in escrow of $1.6 million, some of which is available for capital expenditures and certain operating expenses at our operating properties.
As of December 31, 2025, we also had restricted cash in escrow of $3.2 million, some of which is available for capital expenditures and certain operating expenses at our operating 56 Table of Contents properties. As of December 31, 2025, we had $52.3 million of available borrowings under our revolving credit facility to meet our short-term liquidity requirements.
Prior to any gross profit eliminations attributable to these projects, operating margin for the years ended December 31, 2024, 2023, and 2022 was 3.5%, 3.7%, and 3.7%, respectively. General contracting and real estate services segment gross profit for the year ended December 31, 2024 was materially consistent with the year ended December 31, 2023.
Prior to any gross profit eliminations attributable to these projects, operating margin for the years ended December 31, 2025, 2024, and 2023 was 5.4%, 3.5%, and 3.7%, respectively. (2) The operating margin percentage for the year ended December 31, 2025 is higher than typical levels due to the recognition of cost savings on a third-party project completed during the year.
Office real estate taxes for the year ended December 31, 2024 increased 0.6%, and therefore was materially consistent compared to the year ended December 31, 2023.
Retail real estate taxes for the year ended December 31, 2025 were materially consistent with the year ended December 31, 2024. Office real estate taxes for the year ended December 31, 2025 increased 9.3% compared to the year ended December 31, 2024, primarily due to the consolidation of Allied | Harbor Point Office Garage.
Multifamily real estate taxes for the year ended December 31, 2024 increased 10.7% compared to the year ended December 31, 2023, primarily as a result of increased rate assessments across the portfolio, particularly Greenside Apartments and The Edison Apartments, as well as commencement of operations for Chandler Residences.
Multifamily real estate taxes for the year ended December 31, 2025 increased 23.9% compared to the year ended December 31, 2024, primarily due to the consolidation of Allied | Harbor Point and the commencement of operations at Chandler Residences in the latter half of 2024.
The increases in rental revenues and NOI resulted primarily due to the receipt of a termination fee from one of our tenants at Wills Wharf and the addition of new tenants at Wills Wharf, as well as the acquisition of The Interlock Office in May 2023.
The increases in rental revenues and NOI resulted primarily due to the receipt of $3.8 million in termination and assignment fees from tenants at The Interlock Office and Wills Wharf Office, the commencement of operations at Southern Post Office, and the consolidation of Allied | Harbor Point Office Garage, as well as increased occupancy at Armada Hoffler Tower Office, The Interlock Office, and Thames Street Office.
(2) Same store excludes Wills Wharf and the Constellation Office. (3) Same Store NOI for the year ended December 31, 2024 excludes a $4.0 million termination fee received from one of our tenants at the Wills Wharf property and the effect of $0.7 million of accelerated straight-line rent resulting from the termination of such tenant's lease.
(2) Same store excludes Chronicle Mill Office, Southern Post Office, and The Interlock Office. (3) Same Store NOI for the year ended December 31, 2025 excludes $3.8 million in termination fees and assignment fees received from tenants at The Interlock Office and Wills Wharf Office.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAssuming no change in 66 Table of Contents the level of our variable-rate debt or derivative instruments, if interest rates were reduced by 100 basis points, our cash flow would increase by approximately $1.9 million per year.
Biggest changeAssuming no change in the level of our variable-rate debt or derivative instruments, if interest rates were reduced by 100 basis points, our cash flow would increase by approximately $3.2 million per year. 67 Table of Contents
Assuming no change in the level of our variable-rate debt or derivative instruments, if interest rates were to increase by 100 basis points, our cash flow would decrease by approximately $1.9 million per year.
Assuming no change in the level of our variable-rate debt or derivative instruments, if interest rates were to increase by 100 basis points, our cash flow would decrease by approximately $3.2 million per year.
As of December 31, 2024 and excluding unamortized GAAP adjustments, 93.7% of our outstanding debt is either fixed rate or economically hedged after the effect of interest rate swaps and caps. As of December 31, 2024, SOFR was approximately 4.32%.
As of December 31, 2025, excluding unamortized GAAP adjustments, 96.3% of our outstanding debt is either fixed rate or economically hedged after the effect of interest rate swaps and caps. As of December 31, 2025, SOFR was approximately 3.69%.

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