Principal Stockholders

The following tables set forth certain information regarding the beneficial ownership of shares of our common stock and OP units as of April 17, 2023 (unless otherwise indicated) by (a) each of our directors, (b) each of our named executive officers, (c) all of our directors and executive officers as a group, and (d) each person known to us to be the beneficial owner of more than five percent of our common stock. Beginning one year after the date of issuance, an OP unit is redeemable for cash equal to the then-current market value of one share of our common stock or, at our option, for one share of common stock. Unless otherwise indicated, all shares and OP units are owned directly and the indicated person has sole voting and dispositive power with respect to such shares or OP units. The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or dispositive power with respect to such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the power to revoke a trust, discretionary account or similar arrangement, or (d) the automatic termination of a trust, discretionary account or similar arrangement.

Unless otherwise indicated, the address of each person listed below is c/o Armada Hoffler Properties, Inc., 222 Central Park Avenue, Suite 2100, Virginia Beach, Virginia 23462.

Beneficial Ownership Of Management And Directors

The following table sets forth information regarding the amount and nature of beneficial ownership of the Company’s Common Stock and Preferred Stock and OP units as of April 17, 2023, by each director and named executive officer and by all directors and executive officers as a group.

* Less than 1%

(1) Based on 67,939,185 shares of our common stock outstanding as of April 17, 2023

(2) Based on 20,560,190 OP units outstanding as of April 17, 2023 (other than OP units held by us).

(3) Based on 6,843,418 shares of our preferred stock outstanding as of April 17, 2023

(4) Includes (i) 279 OP units held by a limited partnership, which represents Mr. Hoffler’s pecuniary interest in the limited partnership, and (ii) 219,290 OP units held by a trust, for which Mr. Hoffler serves as a trustee and for which Mr. Hoffler disclaims beneficial ownership.

(5) Includes 43,404 shares held by Mr. Kirk’s spouse, for which Mr. Kirk disclaims beneficial ownership.

(6) Includes (i) 36,347 OP units held by Mr. Kirk’s spouse, for which Mr. Kirk disclaims beneficial ownership, and (ii) 91 OP units held by a limited partnership, which represents Mr. Kirk’s pecuniary interest in the limited partnership.

(7) Includes 272,932 OP units held by a trust, for which Mr. Haddad serves as a trustee and for which Mr. Haddad disclaims beneficial ownership.

(8) As a result of Mr. O'Hara's resignation as Chief Financial Officer, Treasurer and Corporate Secretary on March 16, 2022 and his subsequent retirement, he is no longer an executive officer of the Company.

(9) As of April 3, 2023, which is the date the stockholder provided the information regarding his beneficial ownership of common shares and preferred shares.

(10) As a result of Mr. O'Hara's resignation and his subsequent retirement and Mr. Barnes-Smith's appointment Chief Financial Officer, Treasurer and Corporate Secretary, these numbers exclude shares and OP units held by Mr. O'Hara and include shares held by Mr. Barnes-Smith.

5% Beneficial Owners

As of March 31, 2023, to the Company’s knowledge, three persons or entities beneficially owned more than 5% of the Company’s Common Stock. The beneficial ownership of Daniel A. Hoffler appears in the immediately preceding table. The following table sets forth the beneficial ownership of the other 5% beneficial owners, based upon information provided by such entities:

(1) Based on 67,939,185 shares of our common stock outstanding as of April 17, 2023

(2) Based solely upon the Schedule 13G/As filed with the SEC by the beneficial owner on January 20, 2023 and January 26, 2023 reporting beneficial ownership as of December 31, 2022. BlackRock, Inc. possesses sole voting power over 12,688,784 shares and sole dispositive power over 12,993,009 shares

(3) Based solely upon the Schedule 13G filed with the SEC by the beneficial owner on January 20, 2023 reporting beneficial ownership as of December 31, 2022. State Street Corporation possesses shared voting power over 3,007,665 shares and shared dispositive power over 3,875,509 shares.

(4) Based solely upon the Schedule 13G/A filed with the SEC by the beneficial owner on February 9, 2023 reporting beneficial ownership as of December 31, 2022. The Vanguard Group possesses shared voting power over 106,121 shares, sole dispositive power over 7,992,052 shares and shared dispositive power over 159,729 shares.