Armada Hoffler Properties Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
$AHH
Real Estate
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2026
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (757 ) 366-4000
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
The information under Item 5.03 below regarding Amended OP Agreement (as defined below) is incorporated into this Item 1.01 by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 13, 2026, the Board of Directors (the “Board”) of Armada Hoffler Properties, Inc. (the “Company”) approved (i) Articles of Amendment of the Company and (ii) Amended and Restated Bylaws of the Company, in each case solely to change the corporate name of the Company from “Armada Hoffler Properties, Inc.” to “AH Realty Trust, Inc.”, effective March 2, 2026.
Also on February 13, 2026, the Board approved, on behalf of the Company, as general partner of Armada Hoffler, L.P., the Company’s operating partnership (the “Operating Partnership”), (i) an amendment to the certificate of limited partnership of the Operating Partnership and (ii) a Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Amended OP Agreement”), in each case solely to change the name of the Operating Partnership from “Armada Hoffler, L.P.” to “AH Realty Trust, LP”, effective March 2, 2026.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARMADA HOFFLER PROPERTIES, INC. | ||||||||
| Date: February 19, 2026 | By: | /s/ Matthew Barnes-Smith | ||||||
| Matthew Barnes-Smith | ||||||||
| Chief Financial Officer, Treasurer, and Corporate Secretary | ||||||||