AHH Armada Hoffler Properties, Inc. - 8-K

Item 2.01 Completion of Acquisition or Disposition of Assets

As previously disclosed, on March 13, 2026, AH Realty Trust, Inc. (the “Company”) entered into a purchase and sale agreement with an unrelated third party to sell 11 of the Company’s 14 multifamily properties for an aggregate purchase price of approximately $562.0 million (the “Multifamily Disposition”).

On May 20, 2026, the Company completed the disposition of nine of 11 properties to be sold pursuant the Multifamily Disposition for aggregate proceeds of approximately $485.0 million (the “First Closing”). The First Closing consisted of the disposition of the following properties: (1) Encore Apartments, (2) The Cosmopolitan, (3) Allied | Harbor Point, (4) 1405 Point, (5) 1305 Dock Street, (6) Chronicle Mill Apartments, (7) Chandler Residences, (8) The Edison and (9) Liberty Apartments.

The Company expects to complete the disposition of Greenside Apartments by the end of 2026 and the disposition of Premier Apartments by mid-2027. There can be no assurance that the Company will complete the Second Closing on the timeline described herein or at all, or that the Company will realize the expected benefits of the Multifamily Disposition in part or at all. For additional information regarding the Multifamily Disposition, see the Current Report on Form 8-K previously filed by the Company on March 16, 2026.

Item 7.01 Regulation FD Disclosure.

On May 13, 2026, the Company issued a press release announcing the First Closing. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in Item 7.01 (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information

The pro forma financial information of the Company required pursuant to Article 11 of Regulation S-X is attached as Exhibit 99.2 hereto and is incorporated by reference herein.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated May 13, 2026, issued by AH Realty Trust, Inc.

99.2

Unaudited pro forma financial information for AH Realty Trust, Inc. for the year ended December 31, 2025 and the three months ended March 31, 2026

104

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