Terms

Series

6.75% Series A Cumulative Redeemable Perpetual Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

6.75%

Rate Type

Fixed

Annual Dividend

$1.69

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

June 18, 2024

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Existing And Future Debt Obligations, Any Capital Stock Expressly Designated As Senior To Series A Preferred Stock; Pari Passu With: Any Capital Stock Expressly Designated As Ranking On Parity With Series A Preferred Stock; Senior To: Common Stock, Any Capital Stock Expressly Designated As Junior To Series A Preferred Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

2,200,000

Prospectus Summary

Armada Hoffler Properties, Inc. (NYSE: AHH), a Maryland-based REIT focused on office, retail, and multifamily properties in the Mid-Atlantic and Southeast, is issuing 2,200,000 shares of its 6.75% Series A Cumulative Redeemable Perpetual Preferred Stock at a $25.00 liquidation preference, with a fixed annual dividend of $1.6875 per share ($0.421875 quarterly). The stock is callable at par on or after June 18, 2024, and has no stated maturity. Being cumulative, any unpaid dividends accrue and must be paid in full before any distributions can be made to common stockholders — providing preferred holders meaningful protection against dividend interruption. The Series A Preferred Stock sits above common equity in the capital stack but is subordinate to all of the company's existing and future debt obligations. Because Armada Hoffler is a holding company whose assets and operations flow through its Operating Partnership, preferred holders face structural subordination: all debt at the Operating Partnership level is effectively senior to the preferred. There is no traditional bank regulatory capital call provision; however, the issuer may redeem the preferred prior to June 18, 2024 in limited circumstances necessary to preserve its REIT qualification — a low-probability but issuer-favorable provision that could result in earlier-than-expected redemption. At the $25.00 offering price, the Series A Preferred Stock yields 6.75% annually. Because Armada Hoffler is a REIT, dividends are generally not treated as qualified dividend income (QDI) eligible for the 15%/20% preferential tax rate, nor do they qualify for the corporate dividends-received deduction (DRD); a portion may be classified as ordinary income, return of capital, or capital gain distributions. Dividends are paid quarterly on January 15, April 15, July 15, and October 15, with record dates on the first calendar day of each such month. If dividends fall six or more quarterly periods in arrears, preferred holders may elect two additional board directors — the principal enforcement mechanism against prolonged non-payment.

Summarized from the SEC prospectus filing.

Distribution History

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

While dividends on the Series A Preferred Stock are in arrears, no dividends or distributions may be paid on the issuer's common stock or other junior securities; after six or more quarterly periods in arrears, preferred holders gain the right to elect two additional directors.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 54 (Average)