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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Business Description

We are a full-service real estate company with extensive experience developing, building, owning, and managing high-quality, institutional-grade office, retail, and multifamily properties in attractive markets throughout the Mid-Atlantic and Southeastern United States. As of December 31, 2021, our stabilized operating property portfolio was comprised of 37 retail properties, 7 office properties, and 11 multifamily properties. In addition to our operating property portfolio, we had 1 mixed-use property, 1 office property, and 3 multifamily properties in various stages of predevelopment, development, redevelopment, or stabilization as of December 31, 2021. We also provide general contracting services to third parties and invest in development projects through mezzanine lending arrangements.

Substantially all of our assets are held by, and all of our operations are conducted through, our Operating Partnership. We are the sole general partner of our Operating Partnership and, as of December 31, 2021, we owned, through a combination of direct and indirect interests, 75.3% 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.

Our principal executive office is located at 222 Central Park Avenue, Suite 2100, Virginia Beach, Virginia 23462 in the Armada Hoffler Tower at the Virginia Beach Town Center. In addition, we have a construction office located at 1300 Thames Street, Suite 30, Baltimore, Maryland 21231 in Thames Street Wharf at Harbor Point. The telephone number for our principal executive office is (757) 366-4000. We maintain a website at ArmadaHoffler.com. The information on, or accessible through, our website is not incorporated into and does not constitute a part of this report.

COVID-19 Update

See Part I, Item 1 “Business—Impact of COVID-19 on Our Business” for more information on the impact of COVID-19 on our company.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements that have been prepared in accordance with GAAP. The Company's accounting policies are more fully described in Note 2 of our consolidated financial statements in Item 8 of this Annual Report on Form 10-K. As disclosed in Note 2, the preparation of these financial statements requires us to exercise our best judgment in making estimates that affect the reported amounts of assets, liabilities, revenues, and expenses. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. We evaluate our estimates on an ongoing basis, based upon current available information. Actual results could differ from these estimates.

We believe the following accounting policies and estimates are the most critical to understanding our reported financial results as their effect on our financial condition and results of operations is material.

Rental Revenues

We lease our properties under operating leases and recognize base rents on a straight-line basis over the lease term. We also recognize revenue from tenant recoveries, through which tenants reimburse us for expenses paid by us such as utilities, janitorial, repairs and maintenance, security and alarm, parking lot and grounds, general and administrative, management fees, insurance, and real estate taxes on an accrual basis. 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. We begin recognizing rental revenue when the tenant has the right to take possession of or controls the physical use of the property under lease.

Rental revenue is recognized subject to management’s evaluation of tenant credit risk. The extended collection period for accrued straight-line rental revenue along with our evaluation of tenant credit risk may result in the nonrecognition of all or a portion of straight-line rental revenue until the collection of substantially all such revenue for a tenant is probable.

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General Contracting and Real Estate Services Revenues

We recognize general contracting revenues as a customer obtains control of promised goods or services in an amount that reflects the consideration we expect to receive in exchange for those goods or services. For each construction contract, we identify the performance obligations, which typically include the delivery of a single building constructed according to the specifications of the contract. We estimate the total transaction price, which generally includes a fixed contract price and may also include variable components such as early completion bonuses, liquidated damages, or cost savings to be shared with the customer. Variable components of the contract price are included in the transaction price to the extent that it is probable that a significant reversal of revenue will not occur. We recognize the estimated transaction price as revenue as we satisfy our performance obligations; we estimate our progress in satisfying performance obligations for each contract using the input method, based on the proportion of incurred costs relative to total estimated construction costs at completion. Construction contract costs include all direct material, direct labor, subcontract costs, and overhead costs directly related to contract performance. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions and final contract settlements, are all significant judgments that may result in revisions to costs and income and are recognized in the period in which they are determined. Additionally, the estimated costs at completion are affected by management’s forecasts of anticipated costs to be incurred and contingency reserves for exposures related to unknown costs, such as design deficiencies and subcontractor defaults. The estimated variable consideration is also affected by claims and unapproved change orders, which may result from changes in the scope of the contract. Provisions for estimated losses on uncompleted contracts are recognized immediately in the period in which such losses are determined.

We recognize real estate services revenues from property development and management as we satisfy our performance obligations under these service arrangements.

We assess whether multiple contracts with a single counterparty may be combined into a single contract for the revenue recognition purposes based on factors such as the timing of the negotiation and execution of the contracts and whether the economic substance of the contracts was contemplated separately or in tandem.

Operating Property Acquisitions

Acquisitions of operating properties have been and will generally be accounted for as acquisitions of a group of assets, with costs incurred to effect an acquisition, including title, legal, accounting, brokerage commissions, and other related costs being capitalized as part of the cost of the assets acquired. In connection with operating property acquisitions, we identify and recognize all assets acquired and liabilities assumed at their relative fair values as of the acquisition date. The purchase price allocations to tangible assets, such as land, site improvements, and buildings and improvements, are presented within income producing property in the consolidated balance sheets and depreciated over their estimated useful lives. Acquired lease intangible assets are presented as a separate component of assets on the consolidated balance sheets. Acquired lease intangible liabilities are presented within other liabilities in the consolidated balance sheets. We amortize in-place lease assets as depreciation and amortization expense on a straight-line basis over the remaining term of the related leases. We amortize above-market lease assets as reductions to rental revenues on a straight-line basis over the remaining term of the related leases. We amortize below-market lease liabilities as increases to rental revenues on a straight-line basis over the remaining term of the related leases. We amortize below-market ground lease assets as increases to rental expenses on a straight-line basis over the remaining term of the related leases. We capitalize the costs related to operating property acquisitions that do not meet the definition of a business.

We value land based on a market approach, looking to recent sales of similar properties, adjusting for differences due to location, the state of entitlement, and the shape and size of the parcel. Improvements to land are valued using a replacement cost approach. The approach applies industry standard replacement costs adjusted for geographic specific considerations and reduced by estimated depreciation. The value of buildings acquired is estimated using the replacement cost approach, assuming the buildings were vacant at acquisition. The replacement cost approach considers the composition of the structures acquired, adjusted for an estimate of depreciation. The estimate of depreciation is made considering industry standard information and depreciation curves for the identified asset classes. The value of acquired lease intangible assets and liabilities considers the estimated cost of leasing the properties as if the acquired buildings were vacant, as well as the value of the current leases relative to market-rate leases. The in-place lease value is determined using an estimated total lease-up time and lost rental revenues during such time. The value of current leases relative to market-rate leases is based on market rents obtained for comparable leases. Given the significance of unobservable inputs used in the valuation of acquired real estate assets, we classify them as Level 3 inputs in the fair value hierarchy.

We value debt assumed in connection with operating property acquisitions based on a discounted cash flow analysis of the expected cash flows of the debt. Such analysis considers the contractual terms of the debt, including the period to maturity,

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credit characteristics, and other terms of the arrangements, which are Level 3 inputs in the fair value hierarchy (as described in Note 12 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K).

Real Estate Project Costs

We capitalize direct and certain indirect costs clearly associated with the development, redevelopment, construction, leasing, or expansion of our real estate assets. Capitalized project costs include direct material, labor, subcontract costs, real estate taxes, insurance, utilities, ground rent, interest on borrowing obligations, and salaries and related personnel costs.

We capitalize direct and indirect project costs associated with the initial construction or redevelopment of a property up to the time the property is substantially complete and ready for its intended use.

We also capitalize direct and indirect costs, including interest costs, on vacant space during extended lease-up periods after construction of the building shell has been completed if costs are being incurred to prepare the vacant space for its intended use. If costs and activities incurred to prepare the vacant space for its intended use cease, then cost capitalization is also discontinued until such activities are resumed. Once necessary work has been completed on a vacant space, project costs are no longer capitalized. In addition, all leasing commissions paid to third parties for new leases or lease renewals are capitalized.

We depreciate buildings on a straight-line basis over 39 years and tenant improvements over the shorter of their estimated useful lives or the term of the related lease.

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. If such an evaluation is necessary, we compare the carrying amount of any such real estate asset with the undiscounted expected future cash flows that are directly associated with, and that are expected to arise as a direct result of, its use and eventual disposition. Our estimate of the expected future cash flows attributable to a real estate asset is based upon, among other things, our estimates regarding future market conditions, rental rates, occupancy levels, tenant improvements, leasing commissions, tenant concessions, and assumptions regarding the residual value of our properties. If the carrying amount of a real estate asset exceeds its associated undiscounted expected future cash flows, we recognize an impairment loss to reduce the carrying amount of the real estate asset to its fair value based on marketplace participant assumptions.

Interest Income

Interest income on notes receivable is accrued based on the contractual terms of the loans and when, in the opinion of management, it is deemed collectible. Many loans provide for accrual of interest that will not be paid until maturity of the loan. 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.

Expected credit losses

We evaluate the collectability of both the interest on and principal of each of our notes receivable based primarily upon the value of the underlying development project. We consider factors such as the progress of development activities, including leasing activities, projected development costs, current and projected loan balances. We also consider historical industry data, such as loan defaults and losses experienced on loans secured by other development projects, and current economic conditions that may affect the collectability of the remaining cash flows. At the end of each reporting period, the Company measures expected credit losses to be incurred over the remaining contractual term based on the risk rating of each loan. See Note 2 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for details on risk rating determination. If a loan is rated as substandard, we then estimate expected credit losses as the difference between the amortized cost basis of the outstanding loan and the estimated projected sales proceeds of the underlying collateral.

Recent Accounting Pronouncements

For a summary of recent accounting pronouncements and the anticipated effects on our consolidated financial statements see Note 2 to our consolidated financial statements included in Item 8 of this Form 10-K.

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Segment Results of Operations

As of December 31, 2021, we operated our business in four segments: (i) office real estate, (ii) retail real estate, (iii) multifamily residential real estate, and (iv) general contracting and real estate services that are conducted through our TRSs. NOI (segment revenues minus segment expenses) is the measure used by management to assess segment performance and allocate our resources among our segments. NOI is not a measure of operating income or cash flows from operating activities as measured by GAAP and is not indicative of cash available to fund cash needs. As a result, NOI should not be considered an alternative to cash flows as a measure of liquidity. Not all companies calculate NOI in the same manner. 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 construction businesses. 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. 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. Additionally, any property that is substantially 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. A property may also be fully or partially taken out of service as a result of a partial disposition, depending on the significance of the portion of the property disposed. Finally, any property classified as held for sale is taken out of service for the purpose of computing same store operating results.

This section of this Form 10-K generally discusses 2021 and 2020 items and year-to-year comparisons between 2021 and 2020. Discussions of 2019 items and year-to-year comparisons between 2020 and 2019 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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Office Segment Data

Office rental revenues, property expenses, and NOI for the years ended December 31, 2021, 2020 and 2019 were as follows ($ in thousands):

Years Ended December 31,

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(1)Stabilized properties as of the end of the periods presented.

Rental revenues for the year ended December 31, 2021 increased $3.9 million, or 8.9%, compared to the year ended December 31, 2020. NOI for the year ended December 31, 2021 increased $1.3 million, or 4.5%, compared to the year ended December 31, 2020. The increases in rental revenues and NOI resulted primarily from the commencement of operations at Wills Wharf in June 2020.

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Office Same Store Results

Office same store rental revenues, property expenses, and NOI for the comparative years ended December 31, 2021 and 2020 and December 31, 2020 and 2019 were as follows (in thousands):

Years Ended Years Ended

December 31, December 31,

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(1)Same store excludes Wills Wharf.

(2)Same store excludes One City Center, Brooks Crossing Office, Thames Street Wharf, and Wills Wharf.

Same store rental revenues for the year ended December 31, 2021 increased compared to the year ended December 31, 2020 due to an increase in recoverable expenses at the Thames Street Wharf. Same store NOI for the year ended December 31, 2021 was materially consistent with the year ended December 31, 2020.

Retail Segment Data

Retail rental revenues, property expenses, and NOI for the years ended December 31, 2021, 2020 and 2019 were as follows ($ in thousands):

Years Ended December 31,

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(1)Stabilized properties as of the end of the periods presented.

Rental revenues for the year ended December 31, 2021 increased $5.5 million, or 7.6%, compared to the year ended December 31, 2020. NOI for the year ended December 31, 2021 increased $3.4 million, or 6.3%, compared to the year ended December 31, 2020. The increases in rental revenues and NOI resulted primarily from the acquisition of Delray Beach Plaza, Overlook Village, Greenbrier Square, Nexton Square, and the commencement of operations at Apex Entertainment after the redevelopment was completed in September 2020. These increases were partially offset by the disposition of the seven-property retail portfolio in May 2020 as well as the disposition of Oakland Marketplace and Socastee Commons.

Retail Same Store Results

Retail same store rental revenues, property expenses, and NOI for the comparative years ended December 31, 2021 and 2020 and December 31, 2020 and 2019 were as follows (in thousands):

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Years Ended Years Ended

December 31, December 31,

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(1)Same store excludes Apex Entertainment, Delray Beach Plaza, Greenbrier Square, Nexton Square, Overlook Village, and Premier Retail. In addition, same store excludes the seven-property retail portfolio that was disposed in May 2020 (Alexander Pointe, Bermuda Crossroads, Gainsborough Square, Harper Hill Commons, Indian Lakes Crossing, Renaissance Square, and Stone House Square) as well as Oakland Marketplace, Socastee Commons, and Courthouse 7-Eleven, each of which were disposed in 2021.

(2)Same store excludes Apex Entertainment, Brooks Crossing Retail, Columbus Village (due to redevelopment), Lightfoot Marketplace (disposed in August 2019), Market at Mill Creek, Marketplace at Hilltop and Red Mill Commons (acquired in May 2019), Nexton Square (acquired in September 2020), Premier Retail, Waynesboro Commons (disposed in April 2019), the additional outparcel phase of Wendover Village (acquired in February 2019), and the seven-property retail portfolio that was disposed in May 2020 (Alexander Pointe, Bermuda Crossroads, Gainsborough Square, Harper Hill Commons, Indian Lakes Crossing, Renaissance Square, and Stone House Square).

Same store rental revenues and NOI for the year ended December 31, 2021 increased compared to the year ended December 31, 2020 primarily as a result of higher rental revenue received from Regal Cinemas at the Harrisonburg location as well as increased occupancy and less bad debt reserves for various properties in the same store portfolio.

Multifamily Segment Data

Multifamily rental revenues, property expenses, and NOI for the years ended December 31, 2021, 2020 and 2019 were as follows ($ in thousands):

Years Ended December 31,

Rental revenues for the year ended December 31, 2021 increased $16.2 million, or 32.5%, compared to the year ended December 31, 2020. NOI increased $9.7 million, or 35.2%, compared to the year ended December 31, 2020. The increases in rental revenues and NOI resulted primarily from the acquisition of Edison Apartments and The Residences at Annapolis Junction, the delivery of Summit Place, and higher occupancy and rental rates at multiple properties. The increases were partially offset by the disposition of Johns Hopkins Village in November 2021.

Multifamily Same Store Results

Multifamily same store rental revenues, property expenses, and NOI for the comparative years ended December 31, 2021 and 2020 and December 31, 2020 and 2019 were as follows (in thousands):

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Years Ended Years Ended

December 31, December 31,

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(1)Same store excludes The Residences at Annapolis Junction, Edison Apartments, Hoffler Place, Summit Place, Johns Hopkins Village, and The Cosmopolitan.

(2)Same store excludes 1405 Point, The Residences at Annapolis Junction, and Edison Apartments (acquired in October 2020), Greenside Apartments, Hoffler Place, Premier Apartments, Summit Place, and The Cosmopolitan (due to redevelopment).

Same store rental revenues and NOI for the year ended December 31, 2021 increased compared to the year ended December 31, 2020 primarily as a result of higher occupancy and rental rates at multiple properties.

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, 2021, 2020 and 2019 were as follows ($ in thousands):

Years Ended December 31,

Operating margin 4.2 % 3.5 % 4.1 %

Segment revenues for the year ended December 31, 2021 decreased $125.2 million compared to the year ended December 31, 2020. Gross profit for the year ended December 31, 2021 decreased $3.8 million compared to the year ended December 31, 2020. The decrease in segment revenues resulted primarily from a lower volume of projects during the year ended December 31, 2021 due to COVID-related factors. By contrast, operating margin for the year ended December 31, 2021 increased 0.7% compared to the year ended December 31, 2020 primarily due to the recognition of project savings.

The changes in construction backlog for each of the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands):

Years Ended December 31,

During the year ended December 31, 2021, we executed new contracts for the Boulders Lakeview Apartments, Adams Hill Apartments, Fox Crossing Apartments, and Innsbrook Apartments & Townhomes projects at contract prices of $37.2 million, $52.4 million, $38.1 million and $54.0 million.

During the year ended December 31, 2020, we performed work on several significant projects, including 27th Street Apartments, Interlock Commercial, and Solis Apartments at Interlock, which used $52.2 million, $43.8 million, and $46.0 million, respectively, of the backlog as of December 31, 2020.

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Consolidated Results of Operations

The following table summarizes our results of operations for the years ended December 31, 2021, 2020, and 2019 (in thousands):

Revenues

Expenses

Equity in income of unconsolidated real estate entities — — 273 — (273)

Unrealized credit loss release (provision) 792 (256) — 1,048 (256)

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Rental revenues. Rental revenues by segment for the years ended December 31, 2021, 2020, and 2019 were as follows (in thousands):

Rental revenues increased $25.7 million during the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase in office rental revenues resulted primarily from the commencement of operations at Wills Wharf in June 2020 and an increase in recoverable expenses at Thames Street Wharf. The increase in retail rental revenues resulted primarily from the acquisitions of Nexton Square, Delray Beach Plaza, Overlook Village, and Greenbrier Square along with the completion of the redevelopment at Apex Entertainment. Additionally, rental revenue has increased for Harrisonburg Regal due to higher rental revenue received from Regal Cinemas. These increases were partially offset by the disposition of the seven-property retail portfolio in May 2020 as well as the dispositions of Oakland Marketplace and Socastee Commons. The increase in multifamily rental revenues resulted primarily from the acquisition of Edison Apartments and The Residences at Annapolis Junction, the delivery of Summit Place, and higher occupancy and rental rates at multiple properties. These increases were partially offset by the disposition of Johns Hopkins Village in November 2021.

General contracting and real estate services revenues. General contracting and real estate services revenues decreased $125.2 million during the year ended December 31, 2021 compared to the year ended December 31, 2020. The decrease resulted primarily from a lower volume of projects during the year ended December 31, 2021.

Rental expenses. Rental expenses by segment for each of the three years ended December 31, 2021 were as follows (in thousands):

Rental expenses increased $7.5 million during the year ended December 31, 2021 compared to the year ended December 31, 2020. Office rental expenses increased primarily as a result of the Wills Wharf property being placed into service beginning in June 2020 as well as higher recoverable utility costs due to tenants returning to work in their offices. Retail rental expenses increased primarily as a result of the acquisitions of Nexton Square, Delray Beach Plaza, Overlook Village, and Greenbrier Square along with the completion of the redevelopment at Apex Entertainment. These increases were partially offset by the disposition of the seven-property retail portfolio in May 2020 as well as the dispositions of Oakland Marketplace and Socastee Commons. Multifamily rental expenses increased primarily as a result of the acquisition of Edison Apartments and The Residences at Annapolis Junction as well as the delivery of Summit Place. The increase was partially offset by the disposition of Johns Hopkins Village in November 2021.

Real estate taxes. Real estate taxes by segment for the years ended December 31, 2021, 2020, and 2019 were as follows (in thousands):

Real estate taxes increased $3.7 million during the year ended December 31, 2021 compared to the year ended December 31, 2020. Office real estate taxes increased primarily as a result of Wills Wharf being placed into service as well as

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an increased assessment at Thames Street Wharf. Retail real estate taxes increased primarily as a result of the acquisitions of Nexton Square, Delray Beach Plaza, Overlook Village, and Greenbrier Square. These increases were partially offset by the disposition of the seven-property retail portfolio in May 2020 as well as the dispositions of Oakland Marketplace and Socastee Commons. Multifamily real estate taxes increased primarily as a result of the acquisition of Edison Apartments and The Residences at Annapolis Junction, the delivery of Summit Place, and expiring real estate tax credits at Johns Hopkins Village.

General contracting and real estate services expenses for the year ended December 31, 2021 decreased $121.4 million compared to the year ended December 31, 2020.The decrease resulted primarily from a lower volume of projects during the year ended December 31, 2021.

Depreciation and amortization for the year ended December 31, 2021 increased $8.9 million compared to the year ended December 31, 2020. The increase was attributable to property acquisitions and development deliveries. The increases were partially offset by dispositions in 2020 and 2021, and certain assets that became fully depreciated.

Amortization of right-of-use assets - finance leases for the year ended December 31, 2021 increased $0.4 million compared to the year ended December 31, 2020. The increase was primarily due to the acquisition of Delray Beach Plaza shopping center, which has a ground lease classified as a finance lease.

General and administrative expenses for the year ended December 31, 2021 increased $1.7 million compared to the year ended December 31, 2020. The increase resulted from increased business insurance expense and higher compensation cost due to increased investment in human capital and sustainability initiatives.

Acquisition, development and other pursuit costs for the year ended December 31, 2021 decreased $0.5 million compared to the year ended December 31, 2020. The decrease was due to a higher write off of costs for the year ended December 31, 2020 relating to certain development projects and acquisitions that were abandoned.

Impairment charges during the year ended December 31, 2021 totaled $21.4 million and related to impairment charges recognized on Socastee Commons, which was disposed in August 2021, and the two student housing properties in Charleston, South Carolina, which were classified as held for sale as of December 31, 2021.

Gain on real estate dispositions for the year ended December 31, 2021 totaled $19.0 million and related to the dispositions of Hanbury 7-Eleven, Oakland Marketplace, Courthouse 7-Eleven, and Johns Hopkins Village. During the year ended December 31, 2020, we recognized gains on real estate dispositions of $6.4 million, related to the sale of a portfolio of seven retail properties in May 2020 and the sale of Walgreens at Hanbury Village in August 2020.

Interest income for the year ended December 31, 2021 decreased $1.4 million compared to the year ended December 31, 2020, primarily as a result of the lower notes receivable balance in the current period due to the repayment of mezzanine loans for The Residences at Annapolis Junction, Delray Beach Plaza, and Nexton Square. As of December 31, 2021 and 2020, our outstanding mezzanine loan balances were $118.9 million and $128.6 million, respectively.

Interest expense for the year ended December 31, 2021 increased $2.9 million compared to the year ended December 31, 2020 primarily due to the loans obtained and assumed in connection with acquisitions.

Loss on extinguishment of debt increased $3.8 million compared to the year ended December 31, 2020 primarily due to the disposition of Johns Hopkins Village and the termination of the related interest rate swap.

Change in fair value of derivatives and other for the year ended December 31, 2021 was a gain of $2.2 million, which arose from fair value increases for our derivative instruments due to increases in forward LIBOR. During the year ended December 31, 2020, we recognized losses on changes in fair value of interest rate derivatives of $1.1 million due to significant decreases in forward LIBOR during 2020.

Unrealized credit loss release relates to a release in the allowance for the Interlock Commercial mezzanine loan due to the progression of the development project, which was partially offset by the reserve recorded for the Nexton Multifamily investment.

Other income (expense), net for the years ended December 31, 2021 and 2020 was materially consistent.

The income tax benefit recognized during the years ended December 31, 2021 and 2020 is attributable to the taxable profits and losses of our development and construction businesses that we operate through our TRS.

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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. 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 credit facility, and net proceeds from the sale of common stock through our at-the-market continuous equity offering program (the "ATM Program"), which is discussed below.

Our long-term liquidity needs consist primarily of funds necessary for the repayment of debt at or prior to maturity, general contracting expenses, 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, and the issuance of equity and debt securities. We also may fund property development and acquisitions and capital improvements using our credit facility pending long-term financing.

As of December 31, 2021, we had unrestricted cash and cash equivalents of $35.2 million available for both current liquidity needs as well as development activities. As of December 31, 2021, we also had restricted cash in escrow of $5.2 million, some of which is available for capital expenditures at our operating properties. As of December 31, 2021, we had $110 million available under our credit facility to meet our short-term liquidity requirements and $60.1 million available under construction loans to fund development activities.

ATM Program

On March 10, 2020, we commenced a new ATM Program through which we may, from time to time, issue and sell shares of our common stock and shares of our 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 the forward purchaser.

During the year ended December 31, 2021, we issued and sold 3,801,731 shares of common stock at a weighted average price of $13.87 per share under the ATM Program, receiving net proceeds, after offering costs and commissions, of $51.7 million. During the year ended December 31, 2021, we did not issue any shares of Series A Preferred Stock under the ATM Program.

As of December 31, 2021, we had $212.2 million in availability under the ATM Program.

Recent Common Equity Offering

On January 11, 2022, we completed an underwritten public offering of 4,025,000 shares of common stock, which were purchased from us at a purchase price of $14.45 per share of common stock, which resulted in net proceeds after offering costs of $58.0 million.

Credit Facility

We have a senior credit facility that was amended and restated on October 3, 2019, which provides for a $355.0 million credit facility comprised of a $150.0 million senior unsecured revolving credit facility (the "revolving credit facility") and a $205.0 million senior unsecured term loan facility (the "term loan facility" and, together with the revolving credit facility, the "credit facility"), with a syndicate of banks. We intend to use future borrowings under the credit facility for general corporate purposes, including funding acquisitions, mezzanine lending, development and redevelopment of properties in our portfolio, and for working capital. Our unencumbered borrowing pool supports revolving borrowings of up to $130 million as of December 31, 2021.

The credit facility includes an accordion feature that allows the total commitments to be increased to $700.0 million, subject to certain conditions, including obtaining commitments from any one or more lenders. The revolving credit facility has

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a scheduled maturity date of January 24, 2024, with two six-month extension options, subject to certain conditions, including payment of a 0.075% extension fee at each extension. The term loan facility has a scheduled maturity date of January 24, 2025.

The revolving credit facility bears interest at LIBOR (the London Inter-Bank Offered Rate) plus a margin ranging from 1.30% to 1.85%, and the term loan facility bears interest at LIBOR plus a margin ranging from 1.25% to 1.80%, in each case depending on our total leverage. We are also obligated to pay an unused commitment fee of 15 or 25 basis points on the unused portions of the commitments under the revolving credit facility, depending on the amount of borrowings under the credit facility. As of December 31, 2021, the interest rates on the revolving credit facility and the term loan facility were 1.70% and 1.65%, respectively. If we attain investment grade credit ratings from Standard and Poor's or Moody's Investor Service, we may elect to have borrowings become subject to interest rates based on such credit ratings. In the future, our interest will no longer be calculated based on LIBOR, and the interest to be paid on credit facility borrowings will instead use an alternative benchmark interest rate. The alternative rate we will use will most likely be SOFR, and the exact transition date is yet to be determined.

The Operating Partnership is the borrower under the credit facility, and its obligations under the credit facility are guaranteed by us and certain of its 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 ability to borrow under the credit facility is subject to our ongoing compliance with a number of financial covenants, affirmative covenants and other restrictions, including the following:

•Total leverage ratio of not more than 60% (or 65% for the two consecutive quarters following any acquisition with a purchase price of at least up to $100.0 million, but only up to two times during the term of the credit facility);

•Ratio of adjusted EBITDA (as defined in the credit agreement) to fixed charges of not less than 1.50 to 1.0;

•Tangible net worth of not less than the sum of $567,106,000 and amount equal to 75% of the net equity proceeds received after June 30, 2019;

•Ratio of secured indebtedness to total asset value of not more than 40%;

•Ratio of secured recourse debt to total asset value of not more than 20%;

•Total unsecured leverage ratio of not more than 60% (or 65% for the two consecutive quarters following any acquisition with a purchase price of at least up to $100.0 million, but only up to two times during the term of the credit facility);

•Unencumbered interest coverage ratio (as defined in the credit agreement) of not less than 1.75 to 1.0;

•Maintenance of a minimum of at least 15 unencumbered properties (as defined in the credit agreement) with an unencumbered asset value (as defined in the credit agreement) of not less than $300.0 million at any time;

•Minimum occupancy rate (as defined in the credit agreement) for all unencumbered properties of not less than 80% at any time; and

•Maximum aggregate rental revenue from any single tenant of not more than 30% of rental revenues with respect to all leases of unencumbered properties (as defined in the credit agreement).

The credit agreement limits our ability to pay cash dividends. However, so long as no default or event of default exists, the credit agreement allows us to pay cash dividends with respect to any 12-month period in an amount not to exceed the greater of: (i) 95% of adjusted funds from operations (as defined in the credit agreement) or (ii) the amount required for us (a) to maintain our status as a REIT and (b) to avoid income or excise tax under the Code. If certain defaults or events of default exist, we may pay cash dividends with respect to any 12-month period to the extent necessary to maintain our status as a REIT. The credit agreement also restricts the amount of capital that we can invest in specific categories of assets, such as unimproved land holdings, development properties, notes receivable, mortgages, mezzanine loans, and unconsolidated affiliates, and restricts the amount of stock and OP units that we may repurchase during the term of the credit facility.

We may, at any time, voluntarily prepay any loan under the credit facility in whole or in part without premium or penalty, except for those portions subject to an interest rate swap agreement.

The credit agreement includes customary events of default, in certain cases subject to customary periods to cure. The occurrence of an event of default, following 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 credit facility to be immediately due and payable.

On January 7, 2021, we entered into a $15.0 million standby letter of credit using the available capacity under the credit facility to guarantee the funding of our investment in the Harbor Point Parcel 3 joint venture, which is the developer of

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T. Rowe Price's new global headquarters. This letter of credit was available for draw down on the revolving credit facility in the event we did not perform. This letter of credit expired on January 4, 2022 and was not required to be renewed.

We are currently in compliance with all covenants under the credit agreement.

Consolidated Indebtedness

The following table sets forth our consolidated indebtedness as of December 31, 2021 ($ in thousands):

Unsecured debt

Other notes payable(i) 10,144

Unamortized GAAP adjustments (8,621)

Loans reclassified to liabilities related to assets held for sale, net (41,354)

_______________________________________

(a) LIBOR, SOFR, and BSBY rates are determined by individual lenders.

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(b) Cross collateralized.

(d) Cross collateralized.

(e) Held for sale as of December 31, 2021.

(f) No funding on the construction loan as of December 31, 2021.

(g) Cross collateralized.

(h) Cross collateralized.

(i) Represents the fair value of additional ground lease payments at 1405 Point over the approximately 42-year remaining lease term and an earn-out liability for the Gainesville development project.

Certain loans require us to comply with various financial and other covenants, including the maintenance of minimum debt coverage ratios. As of December 31, 2021, we were in compliance with all loan covenants.

In September 2021, the loan covenants for the syndicated loan secured by Wills Wharf were modified to extend the deadline for the Company to meet a lease-up requirement included in the loan agreement from October 1, 2021 to February 1, 2022. At February 1, 2022, it was determined that we did not meet the lease-up requirement stipulated. The covenant requires the property to be 75% leased, and the property was 70% leased as of that date. This was not an event of default but did trigger an appraisal for the property.

As of December 31, 2021, our scheduled principal repayments and maturities during each of the next five years and thereafter were as follows ($ in thousands):

Year (1) Amount Due Percentage of Total

________________________________________

(1) Does not reflect the exercise of any maturity extension options.

Interest Rate Derivatives

As of December 31, 2021, we were party to the following LIBOR and SOFR interest rate cap agreements ($ in thousands):

Effective Date Maturity Date Strike Rate Notional Amount

(a) This interest rate swap is subject to SOFR, which has been identified as an alternative to LIBOR. LIBOR will be phased out beginning December 31, 2021.

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As of December 31, 2021, the Company held the following floating-to-fixed interest rate swaps ($ in thousands):

___________________________________

(a) This interest rate is subject to BSBY, which has been identified as an alternative to LIBOR. LIBOR will be phased out beginning December 31, 2021.

Contractual Obligations

The following table summarizes the future payments for known contractual obligations as of December 31, 2021 (in thousands):

Payments due by period

Less than 1 – 3 3 – 5 More than

Contractual Obligations Total 1 year years years 5 years

________________________________________

(1)For long-term debt that bears interest at variable rates, we estimated future interest payments using the indexed rates as of December 31, 2021. LIBOR as of December 31, 2021 was 10 basis points. SOFR as of December 31, 2021 was 5 basis points. BSBY as of December 31, 2021 was 8 basis points.

(2)Assumes the balance outstanding of $5.0 million and the weighted average interest rate of 1.70% in effect at December 31, 2021 remain in effect until maturity of our secured revolving credit facility. Amounts also include unused credit facility fees assuming the balance outstanding at December 31, 2021 remains outstanding through maturity of our secured revolving credit facility.

(3)Contractual obligations above do not include funding obligations to non-wholly owned development projects as well as unfunded mezzanine loan commitments due to the uncertainty of the timing and amounts of certain of these obligations. Refer to "Item 1. Business" for information about our development projects and mezzanine loans.

(4)Contractual Obligations above exclude increased ground lease payments at 1405 Point and accrued earn-out payments to our joint venture partner at Gainesville, each of which is classified as notes payable in the consolidated balance sheets.

Off-Balance Sheet Arrangements

In connection with our mezzanine lending activities, we have guaranteed payment of portions of certain senior loans of third parties associated with the development projects. As of December 31, 2021, we had an outstanding payment guarantee amount on Interlock Commercial for $37.5 million. We have recorded a $1.2 million liability and corresponding addition to notes receivable relating to the value of this guarantee.

In connection with our Harbor Point Parcel 3 unconsolidated joint venture, we will be responsible for providing a completion guarantee to the lender for this project when a construction loan is obtained.

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Cash Flows

Years Ended

December 31,

($ in thousands)

Cash, Cash Equivalents, and Restricted Cash, End of Period $ 40,443 $ 50,430

Years Ended

December 31,

($ in thousands)

Cash, Cash Equivalents, and Restricted Cash, End of Period $ 50,430 $ 43,579

Net cash provided by operating activities for the year ended December 31, 2021 was materially consistent with the year ended December 31, 2020.

Net cash used for investing activities for the year ended December 31, 2021 increased by $31.4 million compared to the year ended December 31, 2020 primarily due to increased acquisition activity and decreased disposition activity, offset partially by the pay-down of the Solis Apartments note receivable.

Net cash used for financing activities during the year ended December 31, 2021 decreased by $14.6 million compared to the year ended December 31, 2020 primarily as a result of a decrease in debt repayments, partially offset by a decrease in net proceeds from equity issuances and an increase in dividends and distributions paid.

Non-GAAP Financial Measures

FFO and Normalized FFO

We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts ("Nareit"). Nareit defines FFO as net income (loss) (calculated in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property, real estate related depreciation and amortization (excluding amortization of deferred financing costs), impairment of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures.

FFO is a supplemental non-GAAP financial measure. Management uses FFO as a supplemental performance measure because we believe that FFO is beneficial to investors as a starting point in measuring our operational performance. Specifically, in excluding real estate related depreciation and amortization and gains and losses from property dispositions, which do not relate to or are not indicative of operating performance, FFO provides a performance measure that, when compared year-over-year, captures trends in occupancy rates, rental rates, and operating costs. We also believe that, as a widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare our operating performance with that of other REITs.

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However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. In addition, other equity REITs may not calculate FFO in accordance with the Nareit definition as we do, and, accordingly, our calculation of FFO may not be comparable to such other REITs’ calculation of FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or service indebtedness. Also, FFO should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP.

We also believe that the computation of FFO in accordance with Nareit’s definition includes certain items that are not indicative of the results provided by our operating property portfolio and affect the comparability of our year-over-year performance. 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 of intangible assets and liabilities, property acquisition, development and other pursuit costs, mark-to-market adjustments for interest rate derivatives and other instruments, 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.

The following table sets forth a reconciliation of FFO and Normalized FFO for each of the years ended December 31, 2021, 2020 and 2019 to net income, the most directly comparable GAAP measure:

Years Ended December 31,

(in thousands, except per share and unit amounts)

Gain on operating real estate dispositions (2) (18,793) (6,388) (3,220)

Impairment of real estate assets 21,378 — —

FFO attributable to common stockholders and OP Unitholders 85,350 82,997 79,986

Acquisition, development and other pursuit costs 112 584 844

Impairment of intangible assets and liabilities — 666 252

Loss on extinguishment of debt 3,810 — 30

Unrealized credit loss (release) provision (792) 256 —

Amortization of right-of-use assets - finance leases 1,022 586 377

Change in fair value of derivatives and other (2,182) 1,130 3,599

________________________________________

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. In addition, our

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multifamily leases generally have lease terms ranging from 7 to 15 months with a majority having 12-month lease terms allowing negotiation of rental rates at term end, which we believe reduces our exposure to the effects of inflation,although

an extreme escalation in costs could have a negative impact on our residents and their ability to absorb rent increases.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The primary market risk to which we are exposed is interest rate risk. Our primary interest rate exposure is LIBOR. We primarily use fixed interest rate financing to manage our exposure to fluctuations in interest rates. We also use derivative financial instruments to manage interest rate risk. We do not use these derivatives for trading or other speculative purposes.

As of December 31, 2021 and excluding unamortized GAAP adjustments, approximately $534.4 million, or 55.8%, of our debt had fixed interest rates or was subject to interest rate swaps and approximately $423.0 million, or 44.2%, had variable interest rates. Considering interest rate swaps and caps, 96.0% of our debt is either fixed-rate or economically hedged. As of December 31, 2021, LIBOR was approximately 10 basis points, SOFR was approximately 5 basis points, and BSBY was approximately 8 basis points. 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 reduced to 0 basis points, our cash flow would increase by approximately $0.3 million per year.

Item 8. Financial Statements and Supplementary Data.

Our consolidated financial statements and supplementary data are included as a separate section of this Annual Report on Form 10-K commencing on page F-1 and are incorporated herein by reference.

Item 9. Changes and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the rules and regulations of the SEC and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We have carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of our disclosure controls and procedures as of December 31, 2021, the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer have concluded, as of December 31, 2021, that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports filed or submitted under the Exchange Act (i) is processed, recorded, summarized, and reported within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2021 based on the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on that evaluation, the Company’s management concluded that our internal control over financial reporting was effective as of December 31, 2021.

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Our internal control over financial reporting as of December 31, 2021 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included elsewhere herein.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information.

On February 23, 2022, the board of directors amended and restated the Company’s bylaws (as so amended and restated, the “Bylaws”) to reduce the requirements necessary for stockholders to submit binding proposals to amend the Bylaws. As amended, Article XIV of the Bylaws provides that stockholders satisfying the ownership and eligibility requirements of Rule 14a-8 under the Exchange Act the power, by the affirmative vote of a majority of all votes entitled to be cast on the matter, to alter or repeal any provision of the Bylaws and to adopt new Bylaws, except that stockholders do not have the power to alter or repeal Article XIV or Article XII (relating to indemnification and advancement of expenses) of the Bylaws or adopt any provision of the Bylaws inconsistent with Article XIV or Article XII without the approval of the Board.

The foregoing summary of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.2 to this Annual Report on Form 10-K and is incorporated by reference herein. In addition, a marked copy of the Bylaws indicating the changes made to the Company’s bylaws previously in effect is attached as Exhibit 3.3 to this Annual Report on Form 10-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

This information is incorporated by reference from the Company’s Proxy Statement with respect to the 2022 Annual Meeting of Stockholders to be filed with the SEC no later than April 30, 2022.

Item 11. Executive Compensation.

This information is incorporated by reference from the Company’s Proxy Statement with respect to the 2022 Annual Meeting of Stockholders to be filed with the SEC no later than April 30, 2022.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

This information is incorporated by reference from the Company’s Proxy Statement with respect to the 2022 Annual Meeting of Stockholders to be filed with the SEC no later than April 30, 2022.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

This information is incorporated by reference from the Company’s Proxy Statement with respect to the 2022 Annual Meeting of Stockholders to be filed with the SEC no later than April 30, 2022.

Item 14. Principal Accountant Fees and Services.

This information is incorporated by reference from the Company’s Proxy Statement with respect to the 2022 Annual Meeting of Stockholders to be filed with the SEC no later than April 30, 2022.

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

The following is a list of documents filed as a part of this report:

(1)Financial Statements

Included herein at pages F-1 through F-50.

(2)Financial Statement Schedules

The following financial statement schedule is included herein at pages F-51 through F-53:

Schedule III—Consolidated Real Estate Investments and Accumulated Depreciation

All other schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions, are inapplicable, or the related information is included in the footnotes to the applicable financial statements and, therefore, have been omitted.

(3)Exhibits

The exhibits required to be filed by Item 601 of Regulation S-K are listed in the Index to Exhibits of this report and incorporated by reference herein.

Item 16. Form 10-K Summary.

None.

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INDEX TO EXHIBITS

ExhibitNumber Description

3.2* Amended and Restated Bylaws of Armada Hoffler Properties, Inc.

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ExhibitNumber Description

21.1* List of Subsidiaries of Armada Hoffler Properties, Inc.

23.1* Consent of Ernst & Young LLP, Independent Public Accounting Firm

* Filed herewith

** Furnished herewith

† Management contract or compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 23, 2022

ARMADA HOFFLER PROPERTIES, INC.

By: /s/ Louis S. Haddad

Louis S. Haddad

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Daniel A. Hoffler Executive Chairman and Director February 23, 2022

Daniel A. Hoffler

Louis S. Haddad (principal executive officer)

Michael P. O’Hara (principal financial officer and principal accounting officer)

/s/ George F. Allen Director February 23, 2022

George F. Allen

/s/ James A. Carroll Director February 23, 2022

James A. Carroll

/s/ James C. Cherry Director February 23, 2022

James C. Cherry

/s/ Eva S. Hardy Director February 23, 2022

Eva S. Hardy

/s/ A. Russell Kirk Director February 23, 2022

A. Russell Kirk

/s/ Dorothy S. McAuliffe Director February 23, 2022

Dorothy S. McAuliffe

/s/ John W. Snow Director February 23, 2022

John W. Snow

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Armada Hoffler Properties, Inc.

Form 10-K

For the Fiscal Year Ended December 31, 2021

Item 8, Item 15(a)(1) and (2)

Index to Financial Statements and Schedule

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) F-2

Report of Independent Registered Public Accounting Firm F-3

Consolidated Balance Sheets as of December 31, 2021 and 2020 F-6

Notes to Consolidated Financial Statements F-10

F-1

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Armada Hoffler Properties, Inc.

Opinion on Internal Control over Financial Reporting

We have audited Armada Hoffler Properties, Inc.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Armada Hoffler Properties, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2021 consolidated financial statements of the Company and our report dated February 23, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Richmond, Virginia

February 23, 2022

F-2

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Armada Hoffler Properties, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Armada Hoffler Properties, Inc. (the Company) as of December 31, 2021 and 2020, the related consolidated statements of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and Financial Statement Schedule listed in the Index at Item 15(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 23, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-3

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Allowance for Loan Losses - Notes Receivable

Accounting for Acquisition of Operating Properties

F-4

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/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2012.

Richmond, Virginia

February 23, 2022

F-5

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ARMADA HOFFLER PROPERTIES, INC.

Consolidated Balance Sheets

(In thousands, except par value and share data)

DECEMBER 31,

ASSETS

Real estate investments:

Real estate investments held for sale 80,751 1,165

Construction receivables, including retentions, net 17,865 38,735

Construction contract costs and estimated earnings in excess of billings 243 138

LIABILITIES AND EQUITY

Liabilities related to assets held for sale 41,364 —

Accounts payable and accrued liabilities 29,589 23,900

Construction payables, including retentions 31,166 49,821

Stockholders’ equity:

Accumulated other comprehensive loss (33) (8,868)

Noncontrolling interests in investment entities 629 488

Noncontrolling interests in Operating Partnership 223,842 233,115

See Notes to Consolidated Financial Statements.

F-6

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ARMADA HOFFLER PROPERTIES, INC.

Consolidated Statements ofComprehensiveIncome

(In thousands, except per shareand unitdata)

YEARS ENDED DECEMBER 31,

Revenues

Expenses

Amortization of right-of-use assets - finance leases 1,022 586 377

Acquisition, development and other pursuit costs 112 584 844

Loss on extinguishment of debt (3,810) — (30)

Equity in income of unconsolidated real estate entities — — 273

Change in fair value of derivatives and other 2,182 (1,130) (3,599)

Unrealized credit loss release (provision) 792 (256) —

Net (income) loss attributable to noncontrolling interests:

Net income attributable to Armada Hoffler Properties, Inc. 21,892 29,152 24,053

Comprehensive income:

Unrealized cash flow hedge gains (losses) 3,678 (9,751) (4,504)

Realized cash flow hedge losses reclassified to net income 8,163 3,345 501

Comprehensive (income) loss attributable to noncontrolling interests:

See Notes to Consolidated Financial Statements.

F-7

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ARMADA HOFFLER PROPERTIES, INC.

Consolidated Statements of Equity

(In thousands, except share data)

Cumulative effect of accounting change (1) — — — (125) — (125) — (42) (167)

Noncontrolling interest in acquired real estate entity — — — — — — 4,870 — 4,870

Redemption of operating partnership units — 2 2,754 — — 2,756 — (2,756) —

Distributions to Joint Venture Partners — — — — — — (621) — (621)

Dividends declared on preferred stock — — — (2,455) — (2,455) — — (2,455)

Dividends declared on preferred stock — — — (7,349) — (7,349) — — (7,349)

Redemption of operating partnership units — — (411) — — (411) — (2,538) (2,949)

Dividends declared on preferred stock — — — (11,548) — (11,548) — — (11,548)

(1) The Company recorded cumulative effect adjustments related to the new lease standard in the first quarter of 2019. See "Financial Statements — Note 2 — Significant Accounting Policies — Recent Accounting Pronouncements" for additional information.

(2) The Company recorded cumulative effect adjustments related to the new Current Expected Credit Losses ("CECL") standard in the first quarter of 2020. See "Financial Statements — Note 2 — Significant Accounting Policies — Recent Accounting Pronouncements" for additional information.

See Notes to Consolidated Financial Statements.

F-8

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ARMADA HOFFLER PROPERTIES, INC.

Consolidated Statements of Cash Flows

(In thousands)

YEARS ENDED DECEMBER 31,

OPERATING ACTIVITIES

Amortization of right-of-use assets - finance leases 1,022 586 377

Accrued straight-line ground rent expense 236 100 (16)

Unrealized credit loss provision (release) (792) 256 —

Adjustment for uncollectable lease accounts 945 3,842 511

Noncash loss on extinguishment of debt 3,810 — 30

Adjustment for Annapolis Junction modification fee(1) — — (4,489)

Change in the fair value of derivatives and other (2,182) 1,130 3,599

Equity in income of unconsolidated real estate entities — — (273)

Changes in operating assets and liabilities:

INVESTING ACTIVITIES

Contributions to equity method investments (11,607) (1,078) (535)

FINANCING ACTIVITIES

Common shares tendered for tax withholding (553) (569) (369)

Cash paid on extinguishment of debt (3,417) — —

Acquisition of NCI in consolidated RE investments (804) (5,002) —

Redemption of operating partnership units (2,949) (2,729) —

ARMADA HOFFLER PROPERTIES, INC.

Consolidated Statements of Cash Flows (Continued)

(In thousands)

YEARS ENDED DECEMBER 31,

Supplemental cash flow information:

Cash refunded for income taxes 4 167 247

Increase (decrease) in dividends and distributions payable 5,492 (5,724) 3,950

Common shares and OP units issued for acquisitions — 6,099 73,169

Operating Partnership units redeemed for common shares 411 8,866 2,756

Note payable recorded for mandatorily redeemable partnership interest — 3,829 —

Equity method investment redeemed for real estate acquisition — — 23,011

Noncontrolling interest in acquired real estate entity — — 4,870

Recognition of operating lease right-of-use assets (3) 24,466 — 33,965

Recognition of operating lease liabilities (3) 27,940 — 41,631

Recognition of finance lease right-of-use assets — — 24,500

Recognition of finance lease liabilities — — 17,871

De-recognition of operating lease ROU assets - lease termination 9,037 — 440

De-recognition of operating lease liabilities - lease termination 10,143 — 440

(1) Borrower paid $5.0 million in 2018 in exchange for the Company's purchase option. This was accounted for as a loan modification fee; interest income was recognized as additional interest income on the note receivable over the one-year remaining term.

(2) The following table sets forth the items from the Company's consolidated balance sheets that are included in cash, cash equivalents, and restricted cash in the consolidated statements of cash flows:

As of December 31,

Cash, cash equivalents, and restricted cash $ 40,443 $ 50,430

(a) Restricted cash represents amounts held by lenders for real estate taxes, insurance, and reserves for capital improvements.

(3) Amounts attributable to 2019 are net of $0.4 million related to the Company's preexisting lease at the Thames Street Wharf property, which was acquired on June 26, 2019.

See Notes to Consolidated Financial Statements.

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ARMADA HOFFLER PROPERTIES, INC.

Notes to Consolidated Financial Statements

1. Business and Organization

Armada Hoffler Properties, Inc. (the "Company") is a full service real estate company with extensive experience developing, building, owning, and managing high-quality, institutional-grade office, retail, and multifamily properties in attractive markets primarily throughout the Mid-Atlantic and Southeastern United States.

The Company is a real estate investment trust ("REIT"), the sole general partner of Armada Hoffler, L.P. (the "Operating Partnership"), and as of December 31, 2021, owned 75.3% of the economic interest in the Operating Partnership, of which 0.1% is held as general partnership units. The operations of the Company are carried on primarily through the Operating Partnership and the wholly owned subsidiaries of the Operating Partnership. Both the Company and the Operating Partnership were formed on October 12, 2012 and commenced operations upon completion of the underwritten initial public offering of shares of the Company’s common stock (the "IPO") and certain related formation transactions on May 13, 2013.

As of December 31, 2021, the Company's operating portfolio consisted of the following properties:

Property Segment Location Ownership Interest

4525 Main Street Office Virginia Beach, Virginia* 100%

Armada Hoffler Tower Office Virginia Beach, Virginia* 100%

Brooks Crossing Office Office Newport News, Virginia 100%

One City Center Office Durham, North Carolina 100%

One Columbus Office Virginia Beach, Virginia* 100%

Thames Street Wharf Office Baltimore, Maryland** 100%

Two Columbus Office Virginia Beach, Virginia* 100%

249 Central Park Retail Retail Virginia Beach, Virginia* 100%

Apex Entertainment Retail Virginia Beach, Virginia* 100%

Broad Creek Shopping Center Retail Norfolk, Virginia 100%

Broadmoor Plaza Retail South Bend, Indiana 100%

Brooks Crossing Retail Retail Newport News, Virginia 65% (1)

Columbus Village Retail Virginia Beach, Virginia* 100%

Columbus Village II Retail Virginia Beach, Virginia* 100%

Commerce Street Retail Retail Virginia Beach, Virginia* 100%

Delray Beach Plaza Retail Delray Beach, Florida 100%

Dimmock Square Retail Colonial Heights, Virginia 100%

Fountain Plaza Retail Retail Virginia Beach, Virginia* 100%

Greenbrier Square Retail Chesapeake, Virginia 100%

Greentree Shopping Center Retail Chesapeake, Virginia 100%

Hanbury Village Retail Chesapeake, Virginia 100%

Harrisonburg Regal Retail Harrisonburg, Virginia 100%

Lexington Square Retail Lexington, South Carolina 100%

Market at Mill Creek Retail Mount Pleasant, South Carolina 70% (1)

Marketplace at Hilltop Retail Virginia Beach, Virginia 100%

Nexton Square Retail Summerville, South Carolina 100%

North Hampton Market Retail Taylors, South Carolina 100%

North Point Center Retail Durham, North Carolina 100%

Overlook Village Retail Asheville, North Carolina 100%

Parkway Centre Retail Moultrie, Georgia 100%

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Table of Contents

Property Segment Location Ownership Interest

Parkway Marketplace Retail Virginia Beach, Virginia 100%

Patterson Place Retail Durham, North Carolina 100%

Perry Hall Marketplace Retail Perry Hall, Maryland 100%

Premier Retail Retail Virginia Beach, Virginia* 100%

Providence Plaza Retail Charlotte, North Carolina 100%

Red Mill Commons Retail Virginia Beach, Virginia 100%

Sandbridge Commons Retail Virginia Beach, Virginia 100%

South Retail Retail Virginia Beach, Virginia* 100%

South Square Retail Durham, North Carolina 100%

Southgate Square Retail Colonial Heights, Virginia 100%

Southshore Shops Retail Chesterfield, Virginia 100%

Studio 56 Retail Retail Virginia Beach, Virginia* 100%

Tyre Neck Harris Teeter Retail Portsmouth, Virginia 100%

Wendover Village Retail Greensboro, North Carolina 100%

1405 Point Multifamily Baltimore, Maryland** 100%

Edison Apartments Multifamily Richmond, Virginia 100%

Encore Apartments Multifamily Virginia Beach, Virginia* 100%

Greenside Apartments Multifamily Charlotte, North Carolina 100%

Hoffler Place Multifamily Charleston, South Carolina 100%

Liberty Apartments Multifamily Newport News, Virginia 100%

Premier Apartments Multifamily Virginia Beach, Virginia* 100%

Smith’s Landing Multifamily Blacksburg, Virginia 100%

Summit Place Multifamily Charleston, South Carolina 100%

The Cosmopolitan Multifamily Virginia Beach, Virginia* 100%

________________________________________

* Located in the Town Center of Virginia Beach

** Located at Harbor Point in Baltimore

(1) The Company is entitled to a preferred return on its investment in this property.

As of December 31, 2021, the following properties were under development, redevelopment or not yet stabilized:

Property Segment Location Ownership Interest

Wills Wharf Office Baltimore, Maryland* 100%

Chronicle Mill Multifamily Belmont, North Carolina 85% (1)

Gainesville Apartments Multifamily Gainesville, Georgia 95% (1)(2)

Southern Post Mixed-use Roswell, Georgia 100%

________________________________________

* Located at Harbor Point in Baltimore

(1) We are entitled to a preferred return on our joint investment in this property.

(2) We are required to purchase our joint venture partner's ownership interest after completion of the project, contingent upon obtaining a certificate of occupancy and achieving certain thresholds of net operating income.

2. Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States ("GAAP").

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The consolidated financial statements include the financial position and results of operations of the Company, the Operating Partnership, its wholly owned subsidiaries, and any interests in variable interest entities ("VIEs") where the Company has been determined to be the primary beneficiary. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed. Such estimates are based on management’s historical experience and best judgment after considering past, current, and expected events and economic conditions. Actual results could differ from management’s estimates.

Segments

Segment information is prepared on the same basis that management reviews information for operational decision-making purposes. Management evaluates the performance of each of the Company’s properties individually and aggregates such properties into segments based on their economic characteristics and classes of tenants. The Company operates in four business segments: (i) office real estate, (ii) retail real estate, (iii) multifamily residential real estate, and (iv) general contracting and real estate services. The Company’s general contracting and real estate services business develops and builds properties for its own account and also provides construction and development services to both related and third parties.

AHRT US Equity

AHRT · 10-K · period ended 2021-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Item 8. Financial Statements and Supplementary Data.

Item 9. Changes and Disagreements with Accountants on Accounting and Financial Disclosure.

Item 9A. Controls and Procedures.

Item 9B. Other Information.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Item 10. Directors, Executive Officers and Corporate Governance.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Item 14. Principal Accountant Fees and Services.

Item 15. Exhibits and Financial Statement Schedules.

Item 16. Form 10-K Summary.

AHRT US Equity☆

AHRT · 10-K · period ended 2021-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Item 8. Financial Statements and Supplementary Data.

Item 9. Changes and Disagreements with Accountants on Accounting and Financial Disclosure.

Item 9A. Controls and Procedures.

Item 9B. Other Information.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Item 10. Directors, Executive Officers and Corporate Governance.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Item 14. Principal Accountant Fees and Services.

Item 15. Exhibits and Financial Statement Schedules.

Item 16. Form 10-K Summary.

AHRT US Equity