Our growth depends on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all, which could limit our ability to, among other things, meet our capital and operating needs or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT.

In order to maintain our qualification as a REIT, we are required under the Code to, among other things, distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, we will be subject to income tax at regular corporate rates to the extent that we distribute less than 100% of our REIT taxable income, including any net capital gains. Because of these distribution requirements, we may not be able to fund future capital needs, including any necessary capital expenditures, from operating cash flow. Consequently, we intend to rely on third-party sources to fund our capital needs. We may not be able to obtain such financing on favorable terms or at all and any additional debt we incur will increase our leverage and likelihood of default. Our access to third-party sources of capital depends, in part, on:

•~~general market conditions;~~

•~~the market’s perception of our growth potential;~~

•~~our current debt levels;~~

•~~our current and expected future earnings;~~

•~~our cash flow and cash distributions; and~~

•~~the market price per share of our common stock.~~

If we cannot obtain capital from third-party sources, we may not be able to acquire or develop properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT.

Expectations of our company relating to environmental, social and governance factors may impose additional costs and expose us to new risks.

There is an increasing focus from certain investors, tenants, employees, and other stakeholders concerning corporate responsibility, specifically related to environmental, social and governance factors. In addition, there is an increased focus on such matters by various regulatory authorities, including the SEC, and the activities and expense required to comply with new regulations or standards may be significant. Some investors may use these factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating to corporate responsibility are inadequate. Third-party providers of corporate responsibility ratings and reports on companies have increased to meet growing investor demand for measurement of corporate responsibility performance. In addition, the criteria by which companies’ corporate responsibility practices are assessed may change, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria. Alternatively, if we elect not to or are unable to satisfy such new criteria, investors may conclude that our policies with respect to corporate responsibility are inadequate. We may face reputational damage in the event that our corporate responsibility procedures or standards do not meet the standards set by various constituencies. Furthermore, if our competitors’ corporate responsibility performance is perceived to be greater than ours, potential or current investors may elect to invest with our competitors instead. In addition, in the event that we communicate certain initiatives and goals regarding environmental, social and governance matters, we could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals. If we fail to satisfy the expectations of investors, tenants and other stakeholders or our initiatives are not executed as planned, our reputation and financial results could be materially and adversely affected.

We may be subject to ongoing or future litigation, including existing claims relating to the entities that owned the properties prior to our initial public offering and otherwise in the ordinary course of business, which could have a material adverse effect on our financial condition, results of operations, cash flow, the per share trading price of our common stock and Series A Preferred Stock, cash available for distribution, and ability to service our debt obligations.

We may be subject to ongoing or future litigation, including existing claims relating to the entities that owned the properties and operated the businesses prior to our initial public offering and otherwise in the ordinary course of business. Some

~~Table of Contents~~

of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. We generally intend to vigorously defend ourselves; however, we cannot be certain of the ultimate outcomes of currently asserted claims or of those that may arise in the future. In addition, we may become subject to litigation in connection with the formation transactions related to our initial public offering in the event that prior investors dispute the valuation of their respective interests, the adequacy of the consideration received by them in the formation transactions or the interpretation of the agreements implementing the formation transactions. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could adversely impact our earnings and cash flow, thereby having an adverse effect on our financial condition, results of operations, cash flow, the per share trading price of our common stock and Series A Preferred Stock, cash available for distribution, and ability to service our debt obligations. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could materially and adversely affect our results of operations and cash flow, expose us to increased risks that would be uninsured, and adversely impact our ability to attract officers and directors.

Risks Related to Our Third-Party Construction Business

Adverse economic and regulatory conditions, particularly in the Mid-Atlantic region, could adversely affect our construction and development business, which could have a material adverse effect on our financial condition, results of operations, cash flow, cash available for distribution, and ability to service our debt obligations.

Our third-party construction activities have been, and are expected to continue to be, primarily focused in the Mid-Atlantic region, although we have also historically undertaken construction projects in various states in the Southeast, Northeast, and Midwest regions of the U.S. As a result of our concentration of construction projects in the Mid-Atlantic region of the U.S., we are particularly susceptible to adverse economic or other conditions in markets in this region (such as periods of economic slowdown or recession, business layoffs or downsizing, industry slowdowns, relocations of businesses, labor disruptions, and the costs of complying with governmental regulations or increased regulation), as well as to natural disasters that occur in this region. We cannot assure you that our target markets will support construction and development projects of the type in which we typically engage. While we have the ability to provide a wide range of development and construction services, any adverse economic or real estate developments in the Mid-Atlantic region could materially and adversely affect our financial condition, results of operations, cash flow, cash available for distribution, and ability to service our debt obligations.

Table of Contents

There can be no assurance that all of the projects for which our construction business is engaged as general contractor will be commenced or completed in their entirety in accordance with the anticipated cost, or that we will achieve the financial results we expect from the construction of such properties, which could materially and adversely affect our results of operations, cash flow, and growth prospects.

For serving as general contractor, our construction business earns profit equal to the difference between the total construction fees that we charge and the costs that we incur to build a property. If the decision is made by a third-party client to abandon a construction project for any reason, our anticipated fee revenue from such project could be significantly lower than we expect. In addition, we defer pre-contract costs when such costs are directly associated with specific anticipated construction contracts and their recovery is deemed probable. In the event that we determine that the execution of a construction contract is no longer probable, we would be required to expense those pre-contract costs in the period in which such determination is made, which could materially and adversely affect our results of operations in such period. Our ability to complete the projects in our construction pipeline on time and on budget could be materially and adversely affected as a result of the following factors, among others:

•shortages of subcontractors, equipment, materials, or skilled labor;

•unscheduled delays in the delivery of ordered materials and equipment;

•unanticipated increases in the cost of equipment, labor, and raw materials;

•unforeseen engineering, environmental, or geological problems;

•weather interferences;

•difficulties in obtaining necessary permits or in meeting permit conditions;

•client acceptance delays; or

•work stoppages and other labor disputes.

If we do not complete construction projects on time and on budget, it could have a material adverse effect on us, including our results of operations, cash flow, and growth prospects.

~~Table of Contents~~

We recognize revenue for the majority of our construction projects based on estimates; therefore, variations of actual results from our assumptions may reduce our profitability.

In accordance with ~~United States generally accepted accounting principles,~~GAAP, we record revenue as work on the contract progresses. The cumulative amount of revenues recorded on a contract at a specified point in time is that percentage of total estimated revenues that costs incurred to date bear to estimated total costs. Accordingly, contract revenues and total cost estimates are reviewed and revised as the work progresses. Adjustments are reflected in contract revenues in the period when such estimates are revised. Estimates are based on management’s reasonable assumptions and experience, but are only estimates. Variations of actual results from assumptions on an unusually large project or on a number of average size projects could be material. We are also required to immediately recognize the full amount of the estimated loss on a contract when estimates indicate such a loss. Such adjustments and accrued losses could result in reduced profitability, which could negatively impact our cash flow from operations.

Construction project sites are inherently dangerous workplaces, and, as a result, our failure to maintain safe construction project sites could result in deaths or injuries, reduced profitability, the loss of projects or clients, and possible exposure to litigation, any of which could materially and adversely affect our financial condition, results of operations, cash flow, and reputation.

Construction and maintenance sites often put our employees, employees of subcontractors, our tenants, and members of the public in close proximity with mechanized equipment, moving vehicles, chemical and manufacturing processes, and highly regulated materials. On many sites, we are responsible for safety and, accordingly, must implement appropriate safety procedures. If we fail to implement these procedures or if the procedures we implement are ineffective, we may suffer the loss of or injury to our employees, fines, or expose our tenants and members of the public to potential injury, thereby creating exposure to litigation. As a result, our failure to maintain adequate safety standards could result in reduced profitability or the loss of projects, clients, and tenants, which may materially and adversely affect our financial condition, results of operations, cash flow, and reputation.

Our failure to successfully and profitably bid on construction contracts could materially and adversely affect our results of operations and cash flow.

Many of the costs related to our construction business, such as personnel costs, are fixed and are incurred by us irrespective of the level of activity of our construction business. The success of our construction business depends, in part, on our ability to successfully and profitably bid on construction contracts for private and public sector clients. Contract proposals

Table of Contents

and negotiations are complex and frequently involve a lengthy bidding and selection process, which can be impacted by a number of factors, many of which are outside our control, including market conditions, financing arrangements, and required governmental approvals. If we are unable to maintain a consistent backlog of third-party construction contracts, our results of operations and cash flow could be materially and adversely affected.

If we fail to timely complete a construction project, miss a required performance standard, or otherwise fail to adequately perform on a construction project, we may incur losses or financial penalties, which could materially and adversely affect our financial condition, results of operations, cash flow, cash available for distribution, ability to service our debt obligations, and reputation.

We may contractually commit to a construction client that we will complete a construction project by a scheduled date at a fixed cost. We may also commit that a construction project, when completed, will achieve specified performance standards. If the construction project is not completed by the scheduled date or fails to meet required performance standards, we may either incur significant additional costs or be held responsible for the costs incurred by the client to rectify damages due to late completion or failure to achieve the required performance standards. In addition, completion of projects can be adversely affected by a number of factors beyond our control, including unavoidable delays from governmental inaction, public opposition, inability to obtain financing, weather conditions, unavailability of vendor materials, availabilities of subcontractors, changes in the project scope of services requested by our clients, industrial accidents, environmental hazards, labor disruptions, and other factors. In some cases, if we fail to meet required performance standards or milestone requirements, we may also be subject to agreed-upon financial damages in the form of liquidated damages, which are determined pursuant to the contract governing the construction project. To the extent that these events occur, the total costs of the project could exceed our estimates and our contracted cost and we could experience reduced profits or, in some cases, incur a loss on a project, which may materially and adversely affect our financial condition, results of operations, cash flow, cash available for distribution, and ability to service our debt obligations. Failure to meet performance standards or complete performance on a timely basis could also adversely affect our reputation.

~~Table of Contents~~

Unionization or work stoppages could have a material adverse effect on us.

From time to time, our construction business and the subcontractors we engage may use unionized construction workers, which requires us to pay the prevailing wage in a jurisdiction to such workers. Due to the highly labor-intensive and price-competitive nature of the construction business, the cost of unionization or prevailing wage requirements for new developments could be substantial, which could adversely affect our profitability. In addition, the use of unionized construction workers could cause us to become subject to organized work stoppages, which would materially and adversely affect our ability to meet our construction timetables and could significantly increase the cost of completing a construction project.

Risks Related to the Real Estate Industry

Our business is subject to risks associated with real estate assets and the real estate industry, which could materially and adversely affect our financial condition, results of operations, cash flow, cash available for distribution, and ability to service our debt obligations.

Our ability to pay expected dividends to our stockholders depends on our ability to generate revenues in excess of expenses, scheduled principal payments on debt, and capital expenditure requirements. Events and conditions generally applicable to owners and operators of real property that are beyond our control may decrease cash available for distribution and the value of our properties. These events include many of the risks set forth above under "—Risks Related to Our Business," as well as the following:

•oversupply or reduction in demand for office, retail, or multifamily space in our markets;

•adverse changes in financial conditions of buyers, sellers, and tenants of properties;

•vacancies or our inability to rent space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements, early termination rights, or below-market renewal options, and the need to periodically repair, renovate, and re-lease space;

•increased operating costs, including insurance premiums, utilities, real estate taxes, and state and local taxes;

•increased property taxes due to property tax changes or reassessments;

•a favorable interest rate environment that may result in a significant number of potential residents of our multifamily apartment communities deciding to purchase homes instead of renting;

•rent control or stabilization laws or other laws regulating rental housing, which could prevent us from raising rents to offset increases in operating costs;

Table of Contents

•civil unrest, acts of war, terrorist attacks, and natural disasters, including hurricanes, which may result in uninsured or underinsured losses;

•decreases in the underlying value of our real estate;

•changing submarket demographics; and

•changing traffic patterns.

In addition, periods of economic downturn or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in rents or an increased incidence of defaults under existing leases, which could materially and adversely affect our financial condition, results of operations, cash flow, cash available for distribution, and ability to service our debt obligations.

Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.

The real estate investments made, and to be made, by us are difficult to sell quickly. As a result, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial, and investment conditions is limited. Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinancing of the underlying property. We may be unable to realize our investment objectives by disposition or refinancing at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In particular, our ability to dispose of one or more properties within a specific time period is subject to certain limitations imposed by our tax protection agreements, as well as weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions, and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located.

In addition, the Code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. In particular, the tax laws applicable to REITs effectively require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forego or defer sales of

~~Table of Contents~~

properties that otherwise would be in our best interests. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms.

Our tax protection agreements could limit our ability to sell or otherwise dispose of certain properties.

In connection with the formation transactions related to our initial public offering, our Operating Partnership entered into tax protection agreements that provide that if we dispose of any interest in certain protected properties in a taxable transaction prior to the seventh (or, in a limited number of cases, the tenth) anniversary of the completion of the formation transactions, subject to certain exceptions, we will indemnify certain contributors, including Messrs. Hoffler, Haddad, Kirk, and Apperson and their respective affiliates and certain of our other officers, for their tax liabilities attributable to the built-in gain that existed with respect to such property interests as of the time of our initial public offering, and the tax liabilities incurred as a result of such tax protection payment. In addition, in connection with certain acquisitions completed since our initial public offering, we entered into tax protection agreements that require us to indemnify the contributors for their tax liabilities in the event that we dispose of the properties subject to the tax protection agreements, and may enter into similar agreements in connection with future property acquisitions. Therefore, although it may be in our stockholders’ best interests that we sell one of these properties, it may be economically prohibitive or unattractive for us to do so because of these obligations. Moreover, as a result of these potential tax liabilities, Messrs. Hoffler, Haddad, Kirk, and Apperson and certain of our other officers may have a conflict of interest with respect to our determination as to certain of our properties.

As an owner of real estate, we could incur significant costs and liabilities related to environmental matters.

Under various federal, state, and local laws and regulations relating to the environment, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from the presence or discharge of hazardous or toxic substances, waste, or petroleum products at, on, in, under, or migrating from such property, including costs to investigate and clean up such contamination and liability for harm to natural resources. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such contamination, and the liability may be joint and several. These liabilities could be substantial and the cost of any required remediation, removal, fines, or other costs could exceed the value of the property and our aggregate assets. In addition, the presence of contamination or the failure to remediate contamination at our properties may expose us to third-party liability for costs of remediation and personal or property damage or materially and adversely affect our ability to sell, lease, or develop our properties or to borrow using the properties as collateral. In addition, environmental laws may create liens on contaminated sites in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties,

Table of Contents

environmental laws may impose restrictions on the manner in which the properties may be used or businesses may be operated, and these restrictions may require substantial expenditures. See "Part I—Business—Regulation."

Some of our properties have been or may be impacted by contamination arising from current or prior uses of the property, or adjacent properties, for commercial or industrial purposes. Such contamination may arise from spills of petroleum or hazardous substances or releases from tanks used to store such materials. For example, some of the tenants of properties in our retail portfolio operate gas stations or other businesses that utilize storage tanks to store petroleum products, propane, or wastes typically associated with automobile service or other operations conducted at the properties, and spills or leaks of hazardous materials from those storage tanks could expose us to liability. See "Part I—Business—Regulation—Environmental Matters." In addition to the foregoing, while we obtained Phase I Environmental Site Assessments for each of the properties in our portfolio, the assessments are limited in scope and may have failed to identify all environmental conditions or concerns. For example, they do not generally include soil sampling, subsurface investigations or hazardous materials surveys. Furthermore, we do not have current Phase I Environmental Site Assessment reports for all of the properties in our portfolio and, as such, may not be aware of all potential or existing environmental contamination liabilities at the properties in our portfolio. As a result, we could potentially incur material liability for these issues.

As the owner of the buildings on our properties, we could face liability for the presence of hazardous materials, such as asbestos or lead, or other adverse conditions, such as poor indoor air quality, in our buildings. Environmental laws govern the presence, maintenance, and removal of hazardous materials in buildings, and if we do not comply with such laws, we could face fines for such noncompliance. Also, we could be liable to third parties, such as occupants of the buildings, for damages related to exposure to hazardous materials or adverse conditions in our buildings, and we could incur material expenses with respect to abatement or remediation of hazardous materials or other adverse conditions in our buildings. In addition, some of our tenants may routinely handle and use hazardous or regulated substances and wastes as part of their operations at our properties, which are subject to regulation. Such environmental and health and safety laws and regulations could subject us or our tenants to liability resulting from these activities. Environmental liabilities could affect a tenant’s ability to make rental payments to us, and changes in laws could increase the potential liability for noncompliance. This may result in significant unanticipated expenditures or may otherwise materially and adversely affect our operations, or those of our tenants, which could in turn have

~~Table of Contents~~

an adverse effect on us. If we incur material environmental liabilities in the future, we may face significant remediation costs, and we may find it difficult to sell any affected properties.

We are subject to risks from natural disasters, such as hurricanes and flooding, and the risks associated with the physical effects of climate change.

Natural disasters and severe weather such as flooding, earthquakes, tornadoes or hurricanes may result in significant damage to our properties. Many of our properties are located in Virginia Beach, Virginia, Baltimore, Maryland, and elsewhere in the Mid-Atlantic, which historically have experienced heightened risk for natural disasters like hurricanes and flooding. The extent of our casualty losses and loss in operating income in connection with such events is a function of the severity of the event and the total amount of exposure in the affected area. When we have geographic concentration of exposures, a single catastrophe (such as an earthquake) or destructive weather event (such as a tornado or hurricane) affecting a region may have a significant negative effect on our financial condition and results of operations. Our financial results may be adversely affected by our exposure to losses arising from natural disasters or severe weather.

We also are exposed to risks associated with inclement winter weather, particularly in the Mid-Atlantic, including increased costs for the removal of snow and ice. Inclement weather also could increase the need for maintenance and repair of our properties.

Lastly, to the extent that climate change does occur, its physical effects could have a material adverse effect on our properties, operations, and business. To the extent climate change causes changes in weather patterns, our markets could experience increases in storm intensity. These conditions could result in physical damage to our properties or declining demand for space in our buildings or the inability of us to operate the buildings at all in the areas affected by these conditions. Climate change also may have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy, and increasing the cost of snow removal or related costs at our properties. Proposed legislation and regulatory actions to address climate change could increase utility and other costs of operating our properties which, if not offset by rising rental income, would reduce our net income. Should the impact of climate change be material in nature or occur for lengthy periods of time, our properties, operations, or business would be adversely affected.

Table of Contents

We may be subject to unknown or contingent liabilities related to acquired properties and properties that we may acquire in the future, which could have a material adverse effect on us.

Properties that we have acquired and properties that we may acquire in the future may be subject to unknown or contingent liabilities for which we may have no recourse, or only limited recourse, against the sellers. In general, the representations and warranties provided under the transaction agreements related to the purchase of properties that we acquire may not survive the completion of the transactions. Furthermore, indemnification under such agreements may be limited and subject to various materiality thresholds, a significant deductible, or an aggregate cap on losses. As a result, there is no guarantee that we will recover any amounts with respect to losses due to breaches by the sellers of their representations and warranties. In addition, the total amount of costs and expenses that may be incurred with respect to liabilities associated with these properties may exceed our expectations, and we may experience other unanticipated adverse effects, all of which may materially and adversely affect us.

Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs of remediation.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses, and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants, or others if property damage or personal injury is alleged to have occurred.

We may incur significant costs complying with various federal, state, and local laws, regulations, and covenants that are applicable to our properties.

Properties are subject to various covenants and federal, state, and local laws and regulatory requirements, including permitting and licensing requirements. Local regulations, including municipal or local ordinances, zoning restrictions, and restrictive covenants imposed by community developers may restrict our use of our properties and may require us to obtain approval from local officials or community standards organizations at any time with respect to our properties, including prior to developing or acquiring a property or when undertaking renovations of any of our existing properties. Among other things, these restrictions may relate to fire and safety, seismic, or hazardous material abatement requirements. There can be no assurance that existing laws and regulatory policies will not adversely affect us or the timing or cost of any future development, acquisitions, or renovations, or that additional regulations will not be adopted that increase such delays or result in additional costs. Our growth strategy may be affected by our ability to obtain permits, licenses, and zoning relief.

In addition, federal and state laws and regulations, including laws such as the ADA and the Fair Housing Amendment Act of 1988 ("FHAA"), impose further restrictions on our properties and operations. Under the ADA and the FHAA, all public accommodations must meet federal requirements related to access and use by disabled persons. Some of our properties may currently be in non-compliance with the ADA or the FHAA. If one or more of the properties in our portfolio is not in compliance with the ADA, the FHAA, or any other regulatory requirements, we may incur additional costs to bring the property into compliance, incur governmental fines or the award of damages to private litigants, or be unable to refinance such properties. In addition, we do not know whether existing requirements will change or whether future requirements will require us to make significant unanticipated expenditures that will adversely impact our financial condition, results of operations, cash flow, cash available for distribution, and ability to service our debt obligations.

Risks Related to Our Organizational Structure

Daniel Hoffler and his affiliates own, directly or indirectly, a substantial beneficial interest in our company on a fully diluted basis and have the ability to exercise significant influence on our company and our Operating Partnership, including the approval of significant corporate transactions.

~~Table of Contents~~

As of December 31, ~~2020,~~2022, Daniel Hoffler, our Executive Chairman, owned approximately 6%5.8% and, collectively, Messrs. Hoffler, Haddad, and Kirk owned approximately ~~11%~~10.1% of the combined outstanding shares of our common stock and OP Units of our Operating Partnership (which OP Units may be redeemable for shares of our common stock). Consequently,

Table of Contents

these individuals may be able to significantly influence the outcome of matters submitted for stockholder action, including the approval of significant corporate transactions, including business combinations, consolidations, and mergers.

Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of units in our Operating Partnership, which may impede business decisions that could benefit our stockholders.

Conflicts of interest may exist or could arise in the future as a result of the relationships between us and our affiliates, and our Operating Partnership or any partner thereof. Our directors and officers have duties to our company under Maryland law in connection with their management of our company. At the same time, we, as the general partner of our Operating Partnership, have fiduciary duties and obligations to our Operating Partnership and its limited partners under Virginia law and the partnership agreement of our Operating Partnership in connection with the management of our Operating Partnership. Our fiduciary duties and obligations as the general partner of our Operating Partnership may come into conflict with the duties of our directors and officers to our company. Messrs. Hoffler, Haddad, and Kirk own a significant interest in our Operating Partnership as limited partners and may have conflicts of interest in making decisions that affect both our stockholders and the limited partners of our Operating Partnership.

Under Virginia law, a general partner of a Virginia limited partnership has fiduciary duties of loyalty and care to the partnership and its partners and must discharge its duties and exercise its rights as general partner under the partnership agreement or Virginia law consistently with the obligation of good faith and fair dealing. The partnership agreement provides that, in the event of a conflict between the interests of our Operating Partnership or any partner, and the separate interests of our company or our stockholders, we, in our capacity as the general partner of our Operating Partnership, are under no obligation not to give priority to the separate interests of our company or our stockholders, and that any action or failure to act on our part or on the part of our directors that gives priority to the separate interests of our company or our stockholders that does not result in a violation of the contractual rights of the limited partners of the Operating Partnership under its partnership agreement does not violate the duty of loyalty that we, in our capacity as the general partner of our Operating Partnership, owe to the Operating Partnership and its partners.

Additionally, the partnership agreement provides that we will not be liable to the Operating Partnership or any partner for monetary damages for losses sustained, liabilities incurred, or benefits not derived by the Operating Partnership or any limited partner, except for liability for our intentional harm or gross negligence. Our Operating Partnership must indemnify us, our directors and officers, and our designees from and against any and all claims that relate to the operations of our Operating Partnership, unless: (i) an act or omission of the person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active and deliberate dishonesty, (ii) the person actually received an improper personal benefit in violation or breach of the partnership agreement, or (iii) in the case of a criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful. Our Operating Partnership must also pay or reimburse the reasonable expenses of any such person upon its receipt of a written affirmation of the person’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any amounts paid or advanced if it is ultimately determined that the person did not meet the standard of conduct for indemnification. Our Operating Partnership will not indemnify or advance funds to any person with respect to any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person’s right to indemnification under the partnership agreement) or if the person is found to be liable to our Operating Partnership on any portion of any claim in the action.

Our charter contains certain provisions restricting the ownership and transfer of our stock that may delay, defer, or prevent a change of control transaction that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests.

Our charter contains certain ownership limits with respect to our stock. Our charter, among other restrictions, prohibits the beneficial or constructive ownership by any person of more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our stock, excluding any shares that are not treated as outstanding for federal income tax purposes. Our board of directors, in its sole and absolute discretion, may exempt a person, prospectively or retroactively, from this ownership limit if certain conditions are satisfied. This ownership limit as well as other restrictions on ownership and transfer of our stock in our charter may:

~~Table of Contents~~

•discourage a tender offer or other transactions or a change in management or of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests; and

•result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer of certain of the benefits of owning the additional shares.

Table of Contents

We could increase the number of authorized shares of stock, classify and reclassify unissued stock, and issue stock without stockholder approval.

Our board of directors, without stockholder approval, has the power under our charter to amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue. In addition, under our charter, our board of directors, without stockholder approval, has the power to authorize us to issue authorized but unissued shares of our common stock or preferred stock and to classify or reclassify any unissued shares of our common stock or preferred stock into one or more classes or series of stock and set the preference, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, or terms or conditions of redemption for such newly classified or reclassified shares. As a result, we may issue series or classes of common stock or preferred stock with preferences, dividends, powers, and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of holders of our common stock. Although our board of directors has no such intention at the present time, it could establish a class or series of preferred stock that could, depending on the terms of such series, delay, defer, or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests.

Certain provisions of Maryland law could inhibit changes of control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests.

Certain provisions of the Maryland General Corporation Law (the "MGCL") may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

•"business combination" provisions that, subject to limitations, prohibit certain business combinations between us and an "interested stockholder" (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting shares or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding stock at any time within the two-year period immediately prior to the date in question) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose certain fair price and supermajority stockholder voting requirements on these combinations; and

•"control share" provisions that provide that holders of "control shares" of our company (defined as shares of stock that, when aggregated with other shares of stock controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a "control share acquisition" (defined as the direct or indirect acquisition of ownership or control of issued and outstanding "control shares") have no voting rights with respect to their control shares, except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

By resolution of our board of directors, we have opted out of the business combination provisions of the MGCL and provided that any business combination between us and any other person is exempt from the business combination provisions of the MGCL, provided that the business combination is first approved by our board of directors (including a majority of directors who are not affiliates or associates of such persons). In addition, pursuant to a provision in our bylaws, we have opted out of the control share provisions of the MGCL. However, our board of directors may by resolution elect to opt in to the business combination provisions of the MGCL and we may, by amendment to our bylaws, opt in to the control share provisions of the MGCL in the future.

Certain provisions of the MGCL permit our board of directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to implement certain corporate governance provisions, some of which are not currently applicable to us. If implemented, these provisions may have the effect of limiting or precluding a third party from making an unsolicited acquisition proposal for us or of delaying, deferring, or preventing a change in control of us under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a

~~Table of Contents~~

premium over the then current market price. Our charter contains a provision whereby we elect, at such time as we become eligible to do so, to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on our board of directors.

Table of Contents

Certain provisions in the partnership agreement of our Operating Partnership may delay, make more difficult, or prevent unsolicited acquisitions of us.

Provisions in the partnership agreement of our Operating Partnership may delay, make more difficult, or prevent unsolicited acquisitions of us or changes of our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some of our stockholders might consider such proposals, if made, desirable. These provisions include, among others:

•redemption rights;

•a requirement that we may not be removed as the general partner of our Operating Partnership without our consent;

•transfer restrictions on OP Units;

•our ability, as general partner, in some cases, to amend the partnership agreement and to cause the Operating Partnership to issue units with terms that could delay, defer, or prevent a merger or other change of control of us or our Operating Partnership without the consent of the limited partners; and

•the right of the limited partners to consent to direct or indirect transfers of the general partnership interest, including as a result of a merger or a sale of all or substantially all of our assets, in the event that such transfer requires approval by our common stockholders.

The limited partners in our Operating Partnership (other than us) owned approximately ~~26.1%~~23.3% of the outstanding OP Units of our Operating Partnership as of December 31, ~~2020.~~2022.

Our rights and the rights of our stockholders to take action against our directors and officers are limited.

Under Maryland law, generally, a director will not be liable if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In addition, our charter limits the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from:

•actual receipt of an improper benefit or profit in money, property or services; or

•active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated.

Our charter authorizes us to indemnify our directors and officers for actions taken by them in those capacities to the maximum extent permitted by Maryland law. Our bylaws require us to indemnify each director and officer, to the maximum extent permitted by Maryland law, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service to us. In addition, we may be obligated to advance the defense costs incurred by our directors and officers. We have entered into indemnification agreements with each of our executive officers and directors whereby we agreed to indemnify our directors and executive officers to the fullest extent permitted by Maryland law against all expenses and liabilities incurred in their capacity as an officer or director, subject to limited exceptions. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist absent the current provisions in our charter and bylaws and the indemnification agreements or that might exist with other companies.

We are a holding company with no direct operations and, as such, we will rely on funds received from our Operating Partnership to pay liabilities, and the interests of our stockholders will be structurally subordinated to all liabilities and obligations of our Operating Partnership and its subsidiaries.

We are a holding company and conduct substantially all of our operations through our Operating Partnership. We do not have, apart from an interest in our Operating Partnership, any independent operations. As a result, we rely on cash distributions from our Operating Partnership to pay any dividends we might declare on shares of our common stock and preferred stock. We also rely on distributions from our Operating Partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from our Operating Partnership. In addition, because we are a holding company, your claims as a stockholder will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of our Operating Partnership and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation, or reorganization, our assets and those of our Operating Partnership and its subsidiaries will be available to satisfy the claims of

~~Table of Contents~~

our stockholders only after all of our and our Operating Partnership’s and its subsidiaries’ liabilities and obligations have been paid in full.

Table of Contents

Our Operating Partnership may issue additional OP Units to third parties without the consent of our stockholders, which would reduce our ownership percentage in our Operating Partnership and could have a dilutive effect on the amount of distributions made to us by our Operating Partnership and, therefore, the amount of distributions we can make to our stockholders.

As of December 31, ~~2020,~~2022, we owned ~~73.9%~~76.7% of the outstanding OP Units in our Operating Partnership. We regularly have issued OP Units to third parties as consideration for acquisitions, and we may continue to do so in the future. Any such future issuances would reduce our ownership percentage in our Operating Partnership and could affect the amount of distributions made to us by our Operating Partnership and, therefore, the amount of distributions we can make to our stockholders. Because stockholders do not directly own OP Units, you do not have any voting rights with respect to any such issuances or other partnership level activities of our Operating Partnership.

Risks Related to Our Status as a REIT

Failure to maintain our qualification as a REIT would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distribution to our stockholders.

We have elected to be taxed and to operate in a manner that will allow us to qualify as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2013. We have not requested and do not plan to request a ruling from the Internal Revenue Service (the "IRS") that we qualify as a REIT. Therefore, we cannot be assured that we will qualify as a REIT, or that we will remain qualified as such in the future. If we fail to qualify as a REIT or otherwise lose our REIT status in any taxable year, we will face serious tax consequences that would substantially reduce the funds available for distribution to our stockholders for each of the years involved because:

•we would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates;

•we could be subject to increased state and local taxes; and

•unless we are entitled to relief under certain U.S. federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT.

In addition, if we fail to qualify as a REIT, we will no longer be required to make distributions. As a result of all these factors, our failure to qualify as a REIT could impair our ability to expand our business and raise capital, and it would adversely affect the value of our common ~~stock.~~stock and Series A Preferred Stock.

Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flows.

Even if we qualify for taxation as a REIT, we may be subject to certain federal, state, and local taxes on our income and assets, including taxes on any undistributed income, tax on income from some activities conducted as a result of a foreclosure, and state or local income, property, and transfer taxes. In addition, our TRS will be subject to regular corporate federal, state, and local taxes. Any of these taxes would decrease cash available for distribution to our stockholders.

Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.

To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders, and the ownership of our capital stock. In order to meet these tests, we may be required to forego investments we might otherwise make. Thus, compliance with the REIT requirements may hinder our performance.

In particular, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities, and qualified real estate assets. The remainder of our investment in securities (other than government securities, securities of TRSs, and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities, securities of TRSs, and qualified real estate assets) can consist of the securities of any one issuer, and no more than 20% of the value of our total assets can be represented by the securities of one or more TRSs. If we fail to comply with these requirements at the end of any

~~Table of Contents~~

calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be

Table of Contents

required to liquidate otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.

The prohibited transactions tax may limit our ability to dispose of our properties.

A REIT’s net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property other than foreclosure property, held primarily for sale to customers in the ordinary course of business. We may be subject to the prohibited transaction tax equal to 100% of the net gain upon a disposition of real property. Although a safe harbor to the characterization of the sale of real property by a REIT as a prohibited transaction is available, we cannot assure you that we can comply with the safe harbor or that we will avoid owning property that may be characterized as held primarily for sale to customers in the ordinary course of business. Consequently, we may choose not to engage in certain sales of our properties or may conduct such sales through our TRS, which would be subject to federal and state income taxation.

Changes to the U.S. federal income tax laws, including the enactment of certain tax reform measures, could have an adverse impact on our business and financial results.

In recent years, numerous legislative, judicial and administrative changes have been made to the U.S. federal income tax laws applicable to investments in real estate and REITs, including the passage of the Tax Cuts and Jobs Act of 2017. Federal legislation intended to ameliorate the economic impact of the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act, or the CARES Act, has been enacted that makes technical corrections to, or modifies on a temporary basis, certain of the provisions of the Tax Cut and Jobs Act of 2017, and it is possible that additional ~~such~~ legislation may be enacted in the future. ~~The full impact of the Tax Cuts and Jobs Act of 2017 and the CARES Act may not become evident for some period of time. In addition, there~~There can be no assurance that future changes to the U.S. federal income tax laws or regulatory changes will not be proposed or enacted that could impact our business and financial results. The REIT rules are ~~constantly~~regularly under review by persons involved in the legislative process and by the ~~Internal Revenue Service~~IRS and the U.S. Treasury Department, which may result in revisions to regulations and interpretations in addition to statutory changes. If enacted, certain of such changes could have an adverse impact on our business and financial results.

We cannot predict whether, when, or to what extent any new U.S. federal tax laws, regulations, interpretations, or rulings will impact the real estate investment industry or REITs. Prospective investors are urged to consult their tax advisors regarding the effect of potential future changes to the federal tax laws on an investment in our shares.

The ability of our board of directors to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders.

Our charter provides that our board of directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interests to continue to qualify as a REIT. If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on ~~our~~the total return to our stockholders.

Our ownership of our TRS will be subject to limitations and our transactions with our TRS will cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on arm’s-length terms.

Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRS. In addition, the Code limits the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. The Code also imposes a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. ~~Furthermore, we~~We will monitor the value of our respective investments in our TRS for the purpose of ensuring compliance with TRS ownership limitations and will structure our transactions with our TRS on terms that we believe are arm’s length to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to comply with the 20% REIT subsidiaries limitation or to avoid application of the 100% excise tax.

~~Table of Contents~~

~~You~~Shareholders may be restricted from acquiring or transferring certain amounts of our ~~common~~capital stock.

The restrictions on ownership and transfer in our charter may inhibit market activity in our capital stock and restrict our business combination opportunities.

In order to qualify as a REIT for each taxable year after 2013, five or fewer individuals, as defined in the Code, may not own, beneficially or constructively, more than 50% in value of our issued and outstanding stock at any time during the last half of a taxable year. Attribution rules in the Code determine if any individual or entity beneficially or constructively owns our capital stock under this requirement. Additionally, at least 100 persons must beneficially own our capital stock during at least

Table of Contents

335 days of a taxable year for each taxable year after 2013. To help ensure that we meet these tests, our charter restricts the acquisition and ownership of shares of our capital stock.

Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary to preserve our qualification as a REIT. Unless exempted by our board of directors, our charter prohibits any person from beneficially or constructively owning more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital or preferred stock. Our board of directors may not grant an exemption from this restriction to any proposed transferee whose ownership in excess of 9.8% of the value of our outstanding shares would result in our failing to qualify as a REIT. This restriction, as well as other restrictions on transferability and ownership will not apply, however, if our board of directors determines that it is no longer in our best interests to continue to qualify as a REIT.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

The maximum tax rate applicable to "qualified dividend income" payable to U.S. stockholders that are taxed at individual rates is 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates on qualified dividend income. Instead, our ordinary dividends generally are taxed at the higher tax rates applicable to ordinary income, the current maximum rate of which is 37%. However, for taxable years prior to 2026, individual stockholders are generally allowed to deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations, which would reduce the maximum marginal effective tax rate for individuals on the receipt of such ordinary dividends to 29.6%.

If our Operating Partnership failed to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.

We believe that our Operating Partnership will be treated as a partnership for federal income tax purposes. As a partnership, our Operating Partnership will not be subject to federal income tax on its income. Instead, each of its partners, including us, will be allocated, and may be required to pay tax with respect to, its share of our Operating Partnership’s income. We cannot assure you, however, that the IRS will not challenge the status of our Operating Partnership or any other subsidiary partnership in which we own an interest as a partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating our Operating Partnership or any such other subsidiary partnership as an entity taxable as a corporation for federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to qualify as a REIT. Also, the failure of our Operating Partnership or any subsidiary partnerships to qualify as a partnership could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners, including us.

To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause us to curtail our investment activities or dispose of assets at inopportune times or on unfavorable terms, which could materially and adversely affect our financial condition, results of operations, cash flow, cash available for distribution, and ability to service our debt obligations.

To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our REIT taxable income each year, excluding net capital gains, and we will be subject to regular corporate income taxes to the extent that we distribute less than 100% of our REIT taxable income each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of (1) 85% of our ordinary income, (2) 95% of our capital gain net income and (3) 100% of our undistributed income from prior years. In order to maintain our REIT status and avoid the payment of income and excise taxes, we may need to borrow funds to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from, among other things, differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required principal or

~~Table of Contents~~

amortization payments. These sources, however, may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of factors, including the market’s perception of our growth potential, our current debt levels, the market price of our common stock and Series A Preferred Stock, and our current and potential future earnings. We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities or dispose of assets at inopportune times or on unfavorable terms, which could materially and adversely affect our financial condition, results of operations, cash flow, cash available for distribution, and ability to service our debt obligations.

Table of Contents

Risks Related to Our Capital Stock

We may be unable to make distributions at expected levels, which could result in a decrease in the market price of our common stock and Series A Preferred Stock.

We intend to continue to pay regular quarterly distributions to our stockholders. All distributions will be made at the discretion of our board of directors and will be based upon, among other factors, our historical and projected results of operations, financial condition, cash flows and liquidity, maintenance of our REIT qualification and other tax considerations, capital expenditure and other expense obligations, debt covenants, contractual prohibitions or other limitations, applicable law, and such other matters as our board of directors may deem relevant from time to time. If sufficient cash is not available for distribution from our operations, we may have to fund distributions from working capital, borrow to provide funds for such distributions, or reduce the amount of such distributions. To the extent we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been. If cash available for distribution generated by our assets is less than our current estimate, or if such cash available for distribution decreases in future periods from expected levels, our inability to make the expected distributions could result in a decrease in the market price of our common stock and Series A Preferred Stock.

Our ability to make distributions may also be limited by our amended credit ~~facility.~~facility (as defined below). Under the terms of the amended credit facility, our ability to make distributions during any twelve-month period is limited to the greater of (1) 95% of our adjusted funds from operations (as defined in the credit agreement) or (2) the aggregate amount of Restricted Payments (as defined in the credit agreement) required for us to (a) maintain our REIT status and (b) avoid the payment of federal or state income or excise tax. In addition,we may not pay cash dividends if a default has occurred and is continuing or would result therefrom. However, if certain defaults or events of default exist, ~~or would result from a distribution,~~ we ~~are precluded from making certain distributions other than those required~~may pay cash dividends to ~~allow us~~the extent necessary to (i) maintain our status as a ~~REIT.~~REIT and (ii) avoid federal or state income excise taxes.

As a result of the foregoing, we may not be able to make distributions in the future, and our inability to make distributions, or to make distributions at expected levels, could result in a decrease in the ~~market~~per share price of our common stock and Series A Preferred Stock.

The market price and trading volume of our common stock and Series A Preferred Stock may be volatile and could decline substantially in the future.

The market price of our common stock and Series A Preferred Stock may be volatile in the future. In addition, the trading volume in our common stock and Series A Preferred Stock may fluctuate and cause significant price variations to occur. We cannot assure stockholders that the market price of our common stock and Series A Preferred Stock will not fluctuate or decline significantly in the future, including as a result of factors unrelated to our operating performance or prospects in ~~2021~~2023 compared to ~~2020.~~2022. In particular, the market price of our common stock and Series A Preferred Stock could be subject to wide fluctuations in response to a number of factors, including, among others, the following:

•actual or anticipated variations in our quarterly operating results or dividends;

•changes in our FFO, Normalized FFO, or earnings estimates;

•publication of research reports about us or the real estate industry;

•increases in market interest rates that lead purchasers of our shares to demand a higher yield;

•changes in market valuations of similar companies;

•adverse market reaction to any additional debt we incur in the future;

•additions or departures of key management personnel;

•actions by institutional stockholders;

•speculation in the press or investment community;

•the realization of any of the other risk factors presented in this Annual Report on Form 10-K;

•the extent of investor interest in our securities;

•the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;

•changes in the federal government;

~~Table of Contents~~

•our underlying asset value;

•investor confidence in the stock and bond markets generally;

•further changes in tax laws;

•future equity issuances;

•failure to meet earnings estimates;

•failure to meet and maintain REIT qualifications;

•changes in our credit ratings;

•general market and economic conditions;

•our issuance of debt securities or additional preferred equity securities; and

Table of Contents

•our financial condition, results of operations, and prospects.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material and adverse effect on our financial condition, results of operations, cash flow, cash available for distribution, ability to service our debt obligations, and the per share trading price of our common stock and Series A Preferred Stock.

Increases in market interest rates may have an adverse effect on the trading prices of our common stock and Series A Preferred Stock as prospective purchasers of our common stock and Series A Preferred Stock may expect a higher dividend yield and as an increased cost of borrowing may decrease our funds available for distribution.

One of the factors that will influence the trading prices of our common stock and Series A Preferred Stock will be the dividend yield on the stock (as a percentage of the price of our common stock or Series A Preferred Stock, as applicable) relative to market interest rates. An increase in market interest ~~rates, which are currently at low levels relative to historical~~ rates may lead prospective purchasers of our common stock or Series A Preferred Stock to expect a higher dividend yield (with a resulting decline in the trading prices of our common stock or Series A Preferred Stock, as applicable) and higher interest rates would likely increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of our common stock or Series A Preferred Stock to decrease.

Our Series A Preferred Stock is subordinate to our existing and future debt, and the interests of holders of our Series A Preferred Stock could be diluted by the issuance of additional shares of preferred stock and by other transactions.

Our Series A Preferred Stock ranks junior to all of our existing and future indebtedness, any classes and series of our capital stock expressly designated as ranking senior to our Series A Preferred Stock as to distribution rights and rights upon our liquidation, dissolution or winding up, and other non-equity claims on us and our assets available to satisfy claims against us, including claims in bankruptcy, liquidation, or similar proceedings. Subject to limitations prescribed by Maryland law and our charter, our board of directors is authorized to issue, from our authorized but unissued shares of capital stock, preferred stock in such classes or series as our board of directors may determine and to establish from time to time the number of shares of preferred stock to be included in any such class or series. The issuance of additional shares of Series A Preferred Stock or additional shares of capital stock ranking on parity with our Series A Preferred Stock would dilute the interests of the holders of our Series A Preferred Stock, and the issuance of shares of any class or series of our capital stock expressly designated as ranking senior to our Series A Preferred Stock as to distribution rights and rights upon our liquidation, dissolution or winding up, or the incurrence of additional indebtedness could adversely affect our ability to pay dividends on, redeem, or pay the liquidation preference on our Series A Preferred Stock. Other than the conversion right afforded to holders of our Series A Preferred Stock that may become exercisable in connection with a change of control (as defined in the articles supplementary designating the terms of our Series A Preferred Stock), none of the provisions relating to our Series A Preferred Stock contain any terms relating to or limiting our indebtedness or affording the holders of our Series A Preferred Stock protection in the event of a highly leveraged or other transaction, including a merger or the sale, lease, or conveyance of all or substantially all our assets, that might adversely affect the holders of our Series A Preferred Stock, so long as the rights of the holders of our Series A Preferred Stock are not materially and adversely affected.

Holders of our Series A Preferred Stock have extremely limited voting rights.

Our common stock is the only class of our securities that carry full voting rights. Voting rights for holders of our Series A Preferred Stock exist primarily with respect to the ability to elect, together with holders of our capital stock ranking on parity with our Series A Preferred Stock and having similar voting rights, two additional directors to our board of directors in the event that six quarterly dividends (whether or not consecutive) payable on our Series A Preferred Stock are in arrears, and with respect to voting on amendments to our charter or articles supplementary relating to our Series A Preferred Stock that materially and adversely affect the rights of the holders of our Series A Preferred Stock or create additional classes or series of

~~Table of Contents~~

our capital stock expressly designated as ranking senior to our Series A Preferred Stock as to distribution rights and rights upon our liquidation, dissolution, or winding up. Other than as described above and as set forth in more detail in the articles supplementary designating the terms of our Series A Preferred Stock, holders of our Series A Preferred Stock will not have any voting rights.

Holders of our Series A Preferred Stock may not be permitted to exercise conversion rights upon a change of control. If exercisable, the change of control conversion feature of our Series A Preferred Stock may not adequately compensate preferred stockholders, and the change of control conversion and redemption features of our Series A Preferred Stock may make it more difficult for a party to take over our company or discourage a party from taking over our company

Table of Contents

Upon the occurrence of a change of control (as defined in the articles supplementary designating the terms of our Series A Preferred Stock), holders of our Series A Preferred Stock will have the right to convert some or all of their Series A Preferred Stock into shares of our common stock (or equivalent value of alternative consideration). Notwithstanding that we generally may not redeem our Series A Preferred Stock prior to June 18, 2024, we have a special optional redemption right to redeem our Series A Preferred Stock in the event of a change of control, and holders of our Series A Preferred Stock will not have the right to convert any shares of our Series A Preferred Stock that we have elected to redeem prior to the change of control conversion date. Upon such a conversion, the holders will be limited to a maximum number of shares of our common stock equal to the 2.97796 (i.e. the "Share Cap"), subject to certain adjustments, multiplied by the number of our Series A Preferred Stock converted. If the Common Stock Price (as defined in the articles supplementary designating the terms of our Series A Preferred Stock) is less than $8.395 (which is approximately 50% of the per-share closing sale price of our common stock on June 10, 2019), subject to adjustment, each holder will receive a maximum of 2.97796 shares of our common stock per share of our Series A Preferred Stock, which may result in a holder receiving value that is less than the liquidation preference of our Series A Preferred Stock. In addition, those features of our Series A Preferred Stock may have the effect of inhibiting a third party from making an acquisition proposal for our company or of delaying, deferring or preventing a change of control of our company under circumstances that otherwise could provide the holders of our common stock and Series A Preferred Stock with the opportunity to realize a premium over the then-current market price or that stockholders may otherwise believe is in their best interests.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

The information set forth under the captions "Our Properties" and "Development Pipeline" in Item 1 of this Annual Report on Form 10-K is incorporated by reference herein.

Item 3. Legal Proceedings.

The nature of our business exposes our properties, us and the Operating Partnership to the risk of claims and litigation in the normal course of business. Other than routine litigation arising out of the ordinary course of business, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us.

Item 4. Mine Safety Disclosures.

Not Applicable.

4340

Table of Contents

PART II

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock trades on the New York Stock Exchange under the symbol ~~"AHH.~~"AHH" and our Series A Preferred Stock trades on the New York Stock Exchange under the symbol "AHHPrA."

Stock Performance Graph

The following graph sets forth the cumulative total stockholder return (assuming reinvestment of dividends) to our stockholders during the period December 31, ~~2015~~2017 through December 31, ~~2020,~~2022, as well as the corresponding returns on an overall stock market index (Russell 2000) and a peer group index (MSCI US REIT Index). The stock performance graph assumes that $100 was invested on December 31, ~~2015.~~2017. Historical total stockholder return is not necessarily indicative of future results. The information in this paragraph and the following graph shall not be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 201 of Regulation S-K, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Period Ending
Index 12/31/2015 12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020
Armada Hoffler Properties, Inc. 100.00 146.96 165.36 158.38 217.15 139.16
MSCI US REIT 100.00 108.60 114.11 108.89 137.03 126.65
Russell 2000 100.00 121.31 139.08 123.76 155.35 186.36

4441

Table of Contents


	Period Ending
Index	12/31/2017	12/31/2018	12/31/2019	12/31/2020	12/31/2021	12/31/2022
Armada Hoffler Properties, Inc.	100.00	95.78	131.32	84.16	119.61	95.89
MSCI US REIT	100.00	95.43	120.09	110.99	158.79	119.87
Russell 2000	100.00	88.99	111.70	134.00	153.85	122.41

Distribution Information

Since our initial quarter as a publicly-traded REIT, ~~and until the second quarter of 2020,~~ we have made regular quarterly distributions to our ~~stockholders. On April 28, 2020, our board of directors reviewed the Company’s dividend policy and determined that it would be~~stockholders, other than in the ~~best interest~~second and third quarters of the Company, its stockholders, and its OP unitholders to temporarily suspend the payment of quarterly cash dividends to common stockholders and quarterly distributions to holders of Class A common units as a measure2020 in order to preserve liquidity ~~in light of~~due to the uncertainty ~~resulting from~~caused by the COVID-19 pandemic. In the third quarter of 2020, as a result of improvement in general economic conditions and our operating performance, our board of directors reinstated quarterly cash dividends on shares of our common stock and Class A common units at $0.11 per share and unit. Declared cash dividends were ~~$0.44~~$0.72 per share for the year ended December 31, ~~2020. For the first quarter of 2021, our board of directors increased the quarterly dividend to $0.15 per share and unit.~~2022. We intend to continue to declare quarterly distributions. However, we cannot provide any assurance as to the amount or timing of future distributions.

Any future distributions will be at the sole discretion of our board of directors, and their form, timing, and amount, if any, will depend upon a number of factors, including our actual and projected financial condition, liquidity, ~~EBITDA, FFO, Normalized FFO,~~operating cash flows, results of operations, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, as described above, our REIT taxable income, the annual REIT distribution requirements, applicable law, and such other factors as our board of directors deems relevant. To the extent that our cash available for distribution is less than 90% of our REIT taxable income, we may consider various means to cover any such shortfall, including borrowing under our credit facility or other loans, selling certain of our assets, or using a portion of the net proceeds we receive from offerings of equity, equity-related, or debt securities, or declaring taxable share dividends.

To the extent that we make distributions in excess of our earnings and profits, as computed for federal income tax purposes, these distributions will represent a return of capital, rather than a dividend, for federal income tax purposes. Distributions that are treated as a return of capital for federal income tax purposes will reduce the stockholder’s basis in its shares (but not below zero) and therefore can result in the stockholder having a higher gain upon a subsequent sale of such shares. Return of capital distributions in excess of a stockholder’s basis generally will be treated as gain from the sale of such shares for federal income tax purposes.

Stockholder Information

As of February ~~19, 2021,~~17, 2023, there were approximately ~~124~~99 holders of record of our common stock. However, because many shares of our common stock are held by brokers and other institutions on behalf of stockholders, we believe there are substantially more beneficial holders of our common stock than record holders. As of February ~~19, 2021,~~17, 2023, there were ~~101~~98 holders (other than our company) of our OP units. Our OP units are redeemable for cash or, at our election, for shares of our common stock.

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

None.

Item 6. ~~Selected Financial Data.~~[Reserved].

Not applicable.

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

References to "we," "our," "us," and "our company" refer to Armada Hoffler Properties, Inc., a Maryland corporation, together with our consolidated subsidiaries, including Armada Hoffler, L.P., a Virginia limited partnership, of which we are the sole general partner and to which we refer in this Annual Report on Form 10-K as our Operating Partnership.

Business Description

We are a full-service real estate company with extensive experience developing, building, owning, and managing ~~high-~~

~~Table of Contents~~

~~quality,~~high-quality, institutional-grade office, retail, and multifamily properties in attractive markets throughout the Mid-Atlantic and Southeastern United States. As of December 31, ~~2020,~~2022, our stabilized operating property portfolio was comprised of 3638 retail

Table of Contents

properties, 79 office properties, and 1210 multifamily properties. In addition to our operating property portfolio, we had ~~1 retail property, 1 office~~one mixed-use property and 1one multifamily property in various stages of predevelopment, development, redevelopment, or stabilization as of December 31, ~~2020.~~2022. We also provide general contracting services to third parties and invest in development projects through mezzanine lending ~~arrangements.~~arrangements and equity investments.

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, ~~2020,~~2022, we owned, through a combination of direct and indirect interests, ~~73.9%~~76.7% 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.

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

~~Table of Contents~~

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

Table of Contents

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 above and below-market ground lease assets as ~~increases to rental expenses~~amortization of right-of-use assets – finance leases 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.~~expected useful lives of the assets. 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 ~~market comparables.~~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, credit characteristics, and other terms of the arrangements, which are Level 3 inputs in the fair value ~~hierarchy.~~hierarchy (as described in Note 12 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K).

~~Table of Contents~~

~~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 believe the completion of the building shell is the proper basis for determining substantial completion of initial construction.

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.

Table of Contents

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.

~~Allowance for Loan~~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~~We measure 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,~~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~~consolidated financial statements included in Item 8 of this Form 10-K.

~~Table of Contents~~

Segment Results of Operations

As of December 31, ~~2020,~~2022, 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 ~~taxable REIT subsidiaries ("TRS"). Net operating income~~TRSs. NOI (segment revenues minus segment expenses) ~~("NOI")~~ 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 ~~2020~~2022 and ~~2019~~2021 items and year-to-year comparisons between ~~2020~~2022 and ~~2019.~~2021. Discussions of ~~2018~~2020 items and year-to-year comparisons between ~~2019~~2021 and ~~2018~~2020 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, ~~2019.~~2021.

Table of Contents

Office Segment Data

Office rental revenues, property expenses, and NOI for the years ended December 31, ~~2020, 2019~~2022, 2021, and ~~2018~~2020 were as follows ($ in thousands):


		Years Ended December 31,										Years Ended December 31,
		2020			2019			2018				2022			2021			2020
Rental revenues	Rental revenues	$	43,494		$	33,269		$	20,701		Rental revenues	$	74,036		$	47,363		$	43,494
Property expenses	Property expenses	15,910			12,193			7,892			Property expenses	26,335			18,524			15,910
NOI	NOI	$	27,584		$	21,076		$	12,809		NOI	$	47,701		$	28,839		$	27,584
Square feet(1)	Square feet(1)	1,305,933			1,307,255			796,509			Square feet(1)	2,111,923			1,301,319			1,305,933
Occupancy(1)	Occupancy(1)	97.0		%	96.6		%	93.3		%	Occupancy(1)	96.7		%	96.8		%	97.0		%


PART I
Item 1.	Business.	1
Item 1A.	Risk Factors.	1915
Item 1B.	Unresolved Staff Comments.	4340
Item 2.	Properties.	4340
Item 3.	Legal Proceedings.	4340
Item 4.	Mine Safety Disclosures.	4340
PART II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	4441
Item 6.	~~Selected Financial Data.~~	45[Reserved].	42
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	4542
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	6360
Item 8.	Financial Statements and Supplementary Data.	6460
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	6460
Item 9A.	Controls and Procedures.	6460
Item 9B.	Other Information.	6461
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	61
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	6562
Item 11.	Executive Compensation.	6562
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	6562
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	6562
Item 14.	Principal Accountant Fees and Services.	6562
PART IV
Item 15.	Exhibits and Financial Statement Schedules.	6663
Item 16.	Form 10-K Summary.	6663
Index to Exhibits		6764
Signatures		6966


Property	Property	Location	Year Built	Ownership Interest		Net Rentable Square Feet(1)	Occupancy(2)		ABR(3)		ABR per Leased SF(3)		Property	Location	Year Built / Renovated / Redeveloped	Ownership Interest		Net Rentable Square Feet(1)	Occupancy(2)		ABR(3)		ABR per Leased SF(3)
Retail Properties	Retail Properties												Retail Properties
249 Central Park Retail	249 Central Park Retail	Virginia Beach, VA	2004	100	%	92,400	97.9	%	$	2,382,569	$	26.34	249 Central Park Retail	Virginia Beach, VA	2004	100	%	92,456	100.0	%	$	2,562,965	$	27.72
Apex Entertainment	Apex Entertainment	Virginia Beach, VA	2002	100	%	103,335	100.0	%	1,482,137		14.34		Apex Entertainment	Virginia Beach, VA	2002/2020	100	%	103,335	100.0	%	1,545,919		14.96
Broad Creek Shopping Center~~(5)~~(4)	Broad Creek Shopping Center~~(5)~~(4)	Norfolk, VA	1997/2001	100	%	121,504	95.1	%	2,075,499		17.97		Broad Creek Shopping Center~~(5)~~(4)	Norfolk, VA	2001	100	%	121,504	95.7	%	2,210,002		19.00
Broadmoor Plaza	Broadmoor Plaza	South Bend, IN	1980	100	%	115,059	97.5	%	1,329,203		11.84		Broadmoor Plaza	South Bend, IN	1980	100	%	115,059	98.2	%	1,354,680		11.99
Brooks Crossing Retail ~~(6)~~	Brooks Crossing Retail ~~(6)~~	Newport News, VA	2016	65	%	18,349	66.3	%	170,112		13.98		Brooks Crossing Retail ~~(6)~~	Newport News, VA	2016	65	%	18,349	78.3	%	219,975		15.31
Columbus Village~~(4)~~	Columbus Village~~(4)~~	Virginia Beach, VA	1980/2013	100	%	62,362	91.0	%	1,719,906		30.30		Columbus Village~~(4)~~	Virginia Beach, VA	2013/2020	100	%	62,207	100.0	%	1,899,747		30.54
Columbus Village II ~~(7)~~	Columbus Village II ~~(7)~~	Virginia Beach, VA	1995/1996	100	%	92,061	96.7	%	720,000		8.09		Columbus Village II ~~(7)~~	Virginia Beach, VA	1996	100	%	92,061	96.7	%	978,078		10.98
Commerce Street Retail~~(8)~~	Commerce Street Retail~~(8)~~	Virginia Beach, VA	2008	100	%	19,173	100.0	%	888,913		46.36		Commerce Street Retail~~(8)~~	Virginia Beach, VA	2008	100	%	19,173	100.0	%	963,746		50.27
Courthouse 7-Eleven		Virginia Beach, VA	2011	100	%	3,177	100.0	%	139,311		43.85
Delray Beach Plaza (4)													Delray Beach Plaza (4)	Delray Beach, FL	2021	100	%	87,207	100.0	%	2,997,459		34.37
Dimmock Square	Dimmock Square	Colonial Heights, VA	1998	100	%	106,166	75.3	%	1,465,285		18.34		Dimmock Square	Colonial Heights, VA	1998	100	%	106,166	79.0	%	1,559,633		18.59
Fountain Plaza Retail	Fountain Plaza Retail	Virginia Beach, VA	2004	100	%	35,961	100.0	%	998,614		27.77		Fountain Plaza Retail	Virginia Beach, VA	2004	100	%	35,961	93.7	%	1,101,937		32.69
Greenbrier Square													Greenbrier Square	Chesapeake, VA	2017	100	%	260,710	95.4	%	2,486,750		10.00
Greentree Shopping Center	Greentree Shopping Center	Chesapeake, VA	2014	100	%	15,719	92.6	%	328,536		22.57		Greentree Shopping Center	Chesapeake, VA	2014	100	%	15,719	92.6	%	325,081		22.33
Hanbury Village(4)		Chesapeake, VA	2006/2009	100	%	101,815	100.0	%	2,123,044		20.85
Hanbury Village													Hanbury Village	Chesapeake, VA	2009	100	%	98,638	100.0	%	2,007,780		20.36
Harrisonburg Regal	Harrisonburg Regal	Harrisonburg, VA	1999	100	%	49,000	100.0	%	717,850		14.65		Harrisonburg Regal	Harrisonburg, VA	1999	100	%	49,000	100.0	%	717,850		14.65
Lexington Square	Lexington Square	Lexington, SC	2017	100	%	85,440	98.3	%	1,822,429		21.69		Lexington Square	Lexington, SC	2017	100	%	85,440	98.3	%	1,860,608		22.15
Market at Mill Creek(4)(6)		Mount Pleasant, SC	2018	70	%	80,319	97.7	%	1,811,315		23.07
Marketplace at Hilltop(4)(5)		Virginia Beach, VA	2000/2001	100	%	116,953	95.0	%	2,435,974		21.92
Market at Mill Creek													Market at Mill Creek	Mount Pleasant, SC	2018	100	%	80,319	97.7	%	1,841,264		23.46
Marketplace at Hilltop (4)													Marketplace at Hilltop (4)	Virginia Beach, VA	2001	100	%	116,953	100.0	%	2,797,454		23.92
Nexton Square	Nexton Square	Summerville, SC	2020	100	%	127,196	87.7	%	2,900,471		26.01		Nexton Square	Summerville, SC	2020	100	%	133,608	100.0	%	3,479,320		26.04
North Hampton Market	North Hampton Market	Taylors, SC	2004	100	%	114,954	97.7	%	1,471,074		13.09		North Hampton Market	Taylors, SC	2004	100	%	114,954	97.9	%	1,503,219		13.36
North Point Center(4)		Durham, NC	1998/2009	100	%	494,746	99.1	%	3,672,862		7.49
Oakland Marketplace(4)		Oakland, TN	2004	100	%	64,538	100.0	%	473,268		7.33
North Pointe Center													North Pointe Center	Durham, NC	2009	100	%	226,083	100.0	%	2,923,017		12.93
Overlook Village													Overlook Village	Asheville, NC	1990	100	%	151,365	100.0	%	2,197,835		14.52
Parkway Centre	Parkway Centre	Moultrie, GA	2017	100	%	61,200	100.0	%	833,832		13.62		Parkway Centre	Moultrie, GA	2017	100	%	61,200	100.0	%	850,761		13.90
Parkway Marketplace	Parkway Marketplace	Virginia Beach, VA	1998	100	%	37,804	87.3	%	674,458		20.44		Parkway Marketplace	Virginia Beach, VA	1998	100	%	37,804	100.0	%	780,481		20.65
Patterson Place	Patterson Place	Durham, NC	2004	100	%	160,942	81.3	%	2,114,958		16.17		Patterson Place	Durham, NC	2004	100	%	160,942	97.9	%	2,472,240		15.69
Pembroke Square													Pembroke Square	Virginia Beach, VA	1966/2015	100	%	124,181	100.0	%	2,096,262		16.88
Perry Hall Marketplace	Perry Hall Marketplace	Perry Hall, MD	2001	100	%	74,256	100.0	%	1,280,535		17.24		Perry Hall Marketplace	Perry Hall, MD	2001	100	%	74,256	98.0	%	1,245,907		17.13
Premier Retail													Premier Retail	Virginia Beach, VA	2018	100	%	39,015	86.8	%	1,140,886		33.70
Providence Plaza	Providence Plaza	Charlotte, NC	2007/2008	100	%	103,118	91.6	%	2,674,198		28.31		Providence Plaza	Charlotte, NC	2008	100	%	103,118	100.0	%	3,059,505		29.67
Red Mill Commons(4)		Virginia Beach, VA	2000-2005	100	%	373,808	92.0	%	6,275,721		18.26
Sandbridge Commons(4)		Virginia Beach, VA	2015	100	%	76,650	100.0	%	1,097,184		14.31
Socastee Commons		Myrtle Beach, SC	2000/2014	100	%	57,273	100.0	%	653,915		11.42
Red Mill Commons													Red Mill Commons	Virginia Beach, VA	2005	100	%	373,808	96.6	%	6,840,888		18.94
Sandbridge Commons													Sandbridge Commons	Virginia Beach, VA	2015	100	%	69,417	100.0	%	943,064		13.59
South Retail	South Retail	Virginia Beach, VA	2002	100	%	38,515	100.0	%	999,534		25.95		South Retail	Virginia Beach, VA	2002	100	%	38,515	100.0	%	1,003,080		26.04
South Square	South Square	Durham, NC	1977/2005	100	%	109,590	98.1	%	1,875,689		17.45		South Square	Durham, NC	2005	100	%	109,590	100.0	%	1,984,616		18.11
Southgate Square	Southgate Square	Colonial Heights, VA	1991/2016	100	%	260,131	95.1	%	3,443,093		13.92		Southgate Square	Colonial Heights, VA	2016	100	%	260,131	100.0	%	3,755,046		14.44
Southshore Shops	Southshore Shops	Chesterfield, VA	2006	100	%	40,307	74.1	%	624,085		20.89		Southshore Shops	Chesterfield, VA	2006	100	%	40,307	97.5	%	820,402		20.87
Studio 56 Retail	Studio 56 Retail	Virginia Beach, VA	2007	100	%	11,594	15.2	%	54,182		30.75		Studio 56 Retail	Virginia Beach, VA	2007	100	%	11,594	100.0	%	407,396		35.14
Tyre Neck Harris Teeter(4)(5)		Portsmouth, VA	2011	100	%	48,859	100.0	%	533,285		10.91
Tyre Neck Harris Teeter (4)													Tyre Neck Harris Teeter (4)	Portsmouth, VA	2011	100	%	48,859	100.0	%	559,948		11.46
Wendover Village	Wendover Village	Greensboro, NC	2004	100	%	176,939	99.4	%	3,415,200		19.42		Wendover Village	Greensboro, NC	2004	100	%	176,997	98.8	%	3,430,982		19.63

Total / Weighted Average	Total / Weighted Average					3,651,213	94.7	%	$	57,678,241	$	16.69	Total / Weighted Average					3,916,001	97.9	%	$	70,925,783	$	18.51


		Location	Year Built	Ownership Interest		Net Rentable Square Feet (1)	Occupancy (2)		ABR (3)		ABR per Leased SF(3)			Location	Year Built / Renovated / Redeveloped	Ownership Interest		Net Rentable Square Feet (1)	Occupancy (2)		ABR (3)		ABR per Leased SF(3)
Office Properties	Office Properties												Office Properties
4525 Main Street	4525 Main Street	Virginia Beach, VA	2014	100	%	234,938	99.4	%	$	6,941,742	$	29.73	4525 Main Street	Virginia Beach, VA	2014	100	%	235,088	100.0	%	$	7,144,928	$	30.39
Armada Hoffler Tower~~(9)~~(5)	Armada Hoffler Tower~~(9)~~(5)	Virginia Beach, VA	2002	100	%	320,680	95.9	%	8,983,921		29.23		Armada Hoffler Tower~~(9)~~(5)	Virginia Beach, VA	2002	100	%	315,916	98.7	%	9,551,515		30.62
Brooks Crossing Office~~(6)~~	Brooks Crossing Office~~(6)~~	Newport News, VA	2019	100	%	98,061	100.0	%	1,850,411		18.87		Brooks Crossing Office~~(6)~~	Newport News, VA	2019	100	%	98,061	100.0	%	1,925,167		19.63
Constellation Office (6)													Constellation Office (6)	Baltimore, MD	2016	79	%	482,317	97.1	%	15,192,121		32.44
One City Center	One City Center	Durham, NC	2019	100	%	151,599	89.3	%	4,242,798		31.33		One City Center	Durham, NC	2019	100	%	151,599	89.3	%	4,455,053		32.89
One Columbus(8)		Virginia Beach, VA	1984	100	%	128,770	98.9	%	3,249,143		25.52
Thames Street Wharf(9)		Baltimore, Maryland	2010	100	%	263,426	99.4	%	7,250,291		27.70
One Columbus													One Columbus	Virginia Beach, VA	1984	100	%	129,066	98.3	%	3,243,789		25.56
Thames Street Wharf (5)													Thames Street Wharf (5)	Baltimore, MD	2010	100	%	263,426	100.0	%	7,655,559		29.06
Two Columbus	Two Columbus	Virginia Beach, VA	2009	100	%	108,459	95.4	%	2,576,166		24.89		Two Columbus	Virginia Beach, VA	2009	100	%	108,459	98.1	%	2,926,307		27.51

Wills Wharf (4)													Wills Wharf (4)	Baltimore, MD	2020	91	%	327,991	90.8	%	9,046,394		30.39
Total / Weighted Average	Total / Weighted Average					1,305,933	97.0	%	$	35,094,472	$	27.70	Total / Weighted Average					2,111,923	96.7	%	$	61,140,833	$	29.92

		Location	Year Built	Ownership Interest		Units/Beds	Occupancy(2)		AQR(9)		Monthly Rent per Occupied Unit/Bed(11)			Location	Year Built / Renovated / Redeveloped	Ownership Interest		Units	Occupancy(2)		AQR (7)		Monthly Rent per Occupied Unit
Multifamily Properties	Multifamily Properties												Multifamily Properties
1405 Point(5)(12)		Baltimore, MD	2018	100	%	289	95.5	%	$	7,047,293	$	2,128
Edison Apartments(12)		Richmond, VA	1919/2014	100	%	174	94.3	%	2,590,681		1,316
1305 Dock Street (6)													1305 Dock Street (6)	Baltimore, MD	2016	79	%	103	92.9	%	$	2,844,720	$	2,477
1405 Point (4)(8)													1405 Point (4)(8)	Baltimore, MD	2018	100	%	289	94.1	%	8,463,276		2,593
Edison Apartments (8)													Edison Apartments (8)	Richmond, VA	1919/2014	100	%	174	96.0	%	3,028,380		1,511
Encore Apartments	Encore Apartments	Virginia Beach, VA	2014	100	%	286	95.8	%	4,766,247		1,450		Encore Apartments	Virginia Beach, VA	2014	100	%	286	95.6	%	5,605,860		1,709
Gainesville Apartments													Gainesville Apartments	Gainesville, GA	2022	100	%	223	98.2	%	4,838,964		1,841
Greenside Apartments	Greenside Apartments	Charlotte, NC	2018	100	%	225	96.0	%	4,351,885		1,679		Greenside Apartments	Charlotte, NC	2018	100	%	225	97.5	%	4,755,864		1,807
Hoffler Place(12)		Charleston, SC	2019	93	%	258	98.1	%	3,281,542		1,081
Johns Hopkins Village(5)(12)(13)		Baltimore, MD	2016	100	%	568	72.9	%	6,683,068		1,345
Liberty Apartments(12)		Newport News, VA	2013	100	%	197	94.2	%	3,036,195		1,363
Liberty Apartments (8)													Liberty Apartments (8)	Newport News, VA	2013	100	%	197	97.0	%	3,645,264		1,590
Premier Apartments	Premier Apartments	Virginia Beach, VA	2018	100	%	131	96.9	%	2,529,100		1,660		Premier Apartments	Virginia Beach, VA	2018	100	%	131	98.0	%	2,830,644		1,837
Smith’s Landing(5)		Blacksburg, VA	2009	100	%	284	98.9	%	4,839,715		1,435
Summit Place		Charleston, SC	2020	90	%	357	96.9	%	3,624,274		873
The Cosmopolitan(12)		Virginia Beach, VA	2006	100	%	342	96.2	%	7,012,966		1,776
The Residences at Annapolis Junction		Annapolis Junction, MD	2018	79	%	416	95.2	%	9,216,495		1,939
Smith’s Landing (4)													Smith’s Landing (4)	Blacksburg, VA	2009	100	%	284	97.4	%	5,546,400		1,671
The Cosmopolitan (8)													The Cosmopolitan (8)	Virginia Beach, VA	2006/2020	100	%	342	94.6	%	8,566,536		2,207

Total / Weighted Average	Total / Weighted Average					3,527	92.5	%	$	58,979,461	$	1,507	Total / Weighted Average					2,254	96.1	%	$	50,125,908	$	1,928


Properties Subject to Ground Lease	Number of Ground Leases	Square Footage Leased Pursuant to Ground Leases	ABR
Broad Creek Shopping Center	6	23,825	$	660,200
Columbus Village	1	3,403	200,000
Hanbury Village	2	55,586	1,082,118
Market at Mill Creek	1	7,014	63,000
Marketplace at Hilltop	1	4,211	149,996
North Point Center	4	280,556	1,169,778
Oakland Marketplace	1	45,000	186,347
Red Mill Commons	8	33,961	780,538
Sandbridge Commons	3	60,521	738,500
Tyre Neck Harris Teeter	1	48,859	533,285
Total / Weighted Average	28	562,936	$	5,563,762


Year of Lease Expiration	Number of Leases Expiring	Square Footage of Leases Expiring	% Portfolio Net Rentable Square Feet		Annualized Base Rent		% of Office Portfolio Annualized Base Rent		Annualized Base Rent per Leased Square Foot
Available	—	39,025	3.0	%	$	—	—	%	$	—
Month-to-Month	3	—	—	%	3,600		—	%	—
2020 (1)	1	3,024	0.2	%	70,217		0.2	%	23.22
2021	13	23,202	1.8	%	739,615		2.1	%	31.88
2022	9	47,077	3.6	%	1,286,956		3.7	%	27.34
2023	12	100,095	7.7	%	2,670,834		7.6	%	26.68
2024	11	140,377	10.7	%	3,475,309		9.9	%	24.76
2025	18	142,117	10.9	%	4,197,927		12.0	%	29.54
2026	10	69,204	5.3	%	1,769,764		5.0	%	25.57
2027	6	256,477	19.6	%	7,395,640		21.1	%	28.84
2028	8	71,410	5.5	%	2,065,401		5.9	%	28.92
2029	7	242,709	18.6	%	6,265,518		17.9	%	25.81
2030	6	107,801	8.3	%	3,050,777		8.7	%	28.30
Thereafter	2	63,415	4.8	%	2,102,914		5.9	%	33.16
Total / Weighted Average	106	1,305,933	100.0	%	$	35,094,472	100.0	%	$	27.70


Year of Lease Expiration(1)	Number of Leases Expiring	Square Footage of Leases Expiring	% Portfolio Net Rentable Square Feet		ABR		% of Office Portfolio ABR
Available	—	68,766	3.3	%	$	—	—	%
Month-to-Month	2	1,623	0.1	%	63,329		0.1	%
2023	7	61,898	2.9	%	1,693,941		2.8	%
2024	13	142,077	6.7	%	3,862,140		6.3	%
2025	20	156,165	7.4	%	4,800,586		7.9	%
2026	11	54,355	2.6	%	1,442,176		2.4	%
2027	18	131,322	6.2	%	3,727,300		6.1	%
2028	14	113,036	5.4	%	3,301,082		5.4	%
2029	11	297,348	14.1	%	8,173,497		13.4	%
2030	10	149,487	7.1	%	4,358,881		7.1	%
2031	4	20,270	1.0	%	576,476		0.9	%
2032	3	6,214	0.3	%	182,795		0.3	%
Thereafter	8	909,362	42.9	%	28,958,630		47.3	%
Total / Weighted Average	121	2,111,923	100.0	%	$	61,140,833	100.0	%


Office Tenant		Annualized Base Rent		% of Office Portfolio Annualized Base Rent		% of Total Portfolio Annualized Base Rent
Tenant (1)								Tenant (1)	Number of Leases	Lease Expiration	ABR		% of Total ABR/AQR
Constellation Energy Group								Constellation Energy Group	1	2036	$	14,575	8.0	%
Morgan Stanley	Morgan Stanley	$	5,879	15.5	%	3.8	%	Morgan Stanley	3	2028-2035	7,178		3.9	%
Harris Teeter/Kroger								Harris Teeter/Kroger	6	2026-2035	3,766		2.1	%
Canopy by Hilton								Canopy by Hilton	1	2045	2,846		1.6	%
Clark Nexsen	Clark Nexsen	2,692		7.1	%	1.7	%	Clark Nexsen	1	2029	2,801		1.5	%
WeWork	WeWork	2,065		5.5	%	1.3	%	WeWork	1	2034	2,180		1.2	%
Lowes Foods								Lowes Foods	2	2037;2039	1,976		1.1	%
Franklin Templeton								Franklin Templeton	1	2038	1,861		1.0	%
Duke University	Duke University	1,579		4.2	%	1.0	%	Duke University	1	2029	1,659		0.9	%
Huntington Ingalls Industries	Huntington Ingalls Industries	1,544		4.1	%	1.0	%	Huntington Ingalls Industries	1	2029	1,606		0.9	%
Dick's Sporting Goods								Dick's Sporting Goods	1	2032	1,553		0.9	%
PetSmart								PetSmart	5	2025-2027	1,527		0.8	%
TJ Maxx/Homegoods								TJ Maxx/Homegoods	5	2023-2027	1,519		0.8	%
Mythics	Mythics	1,211		3.2	%	0.8	%	Mythics	1	2030	1,260		0.7	%
John Hopkins Medicine		1,149		3.0	%	0.7	%
Pender & Coward		926		2.4	%	0.6	%
Kimley-Horn		912		2.4	%	0.6	%
Troutman Sanders		889		2.4	%	0.6	%
Top 10 Total		$	18,846	49.8	%	12.1	%
Johns Hopkins Medicine								Johns Hopkins Medicine	1	2023	1,213		0.7	%
Amazon/Whole Foods								Amazon/Whole Foods	1	2040	1,144		0.6	%
Ross Dress for Less								Ross Dress for Less	3	2025-2027	1,122		0.6	%
Apex Entertainment								Apex Entertainment	1	2035	1,092		0.6	%
Bed Bath & Beyond								Bed Bath & Beyond	2	2025 ; 2027	1,084		0.6	%
Regal Cinemas								Regal Cinemas	2	MTM ; 2024	1,058		0.6	%
Top 20 Total								Top 20 Total			$	53,020	29.1	%


Retail Tenant (1)	Annualized Base Rent		% of Retail Portfolio Annualized Base Rent		% of Total Portfolio Annualized Base Rent
Harris Teeter/Kroger	$	3,289	5.6	%	2.1	%
Lowes Foods	1,976		3.4	%	1.3	%
PetSmart	1,461		2.5	%	0.9	%
Apex Entertainment	1,050		1.8	%	0.7	%
Bed Bath & Beyond	1,047		1.8	%	0.7	%
Petco	913		1.6	%	0.6	%
Total Wine & More	765		1.3	%	0.5	%
Ross Dress for Less	762		1.3	%	0.5	%
T.J. Maxx/HomeGoods	748		1.3	%	0.5	%
Safeway	718		1.2	%	0.5	%
Top 10 Total	$	12,729	21.8	%	8.3	%


Tenant	Property	Effective Date	SF Impact	ABR Impact		ABR per Leased SF
Bed Bath & Beyond	North Point Center	1/31/2021	30,000	$	187,500	$	6.25
Bed Bath & Beyond	Wendover Village	1/31/2021	33,696	300,568		8.92
Bi-Lo (a)	Socastee Commons	6/30/2021	46,673	492,400		10.55
Total/Weighted Average			110,369	$	980,468	$	8.88


	Period Ending
Index	12/31/2015	12/31/2016	12/31/2017	12/31/2018	12/31/2019	12/31/2020
Armada Hoffler Properties, Inc.	100.00	146.96	165.36	158.38	217.15	139.16
MSCI US REIT	100.00	108.60	114.11	108.89	137.03	126.65
Russell 2000	100.00	121.31	139.08	123.76	155.35	186.36


		Years Ended						Years Ended							Years Ended						Years Ended
		December 31,						December 31,							December 31,						December 31,
		2020 (1)		2019 (1)		Change		2019 (2)		2018 (2)		Change			2022 (1)		2021(1)		Change		2021 (2)		2020 (2)		Change
Rental revenues	Rental revenues	$	21,044	$	21,239	$	(195)	$	21,239	$	20,701	$	538	Rental revenues	$	41,705	$	40,965	$	740	$	40,965	$	40,420	$	545
Property expenses	Property expenses	7,771		7,735		36		7,735		7,507		228		Property expenses	15,326		14,513		813		14,513		14,060		453
Same Store NOI	Same Store NOI	$	13,273	$	13,504	$	(231)	$	13,504	$	13,194	$	310	Same Store NOI	$	26,379	$	26,452	$	(73)	$	26,452	$	26,360	$	92
Non-Same Store NOI	Non-Same Store NOI	14,311		7,572		6,739		7,572		(385)		7,957		Non-Same Store NOI	21,322		2,387		18,935		2,387		1,224		1,163
Segment NOI	Segment NOI	$	27,584	$	21,076	$	6,508	$	21,076	$	12,809	$	8,267	Segment NOI	$	47,701	$	28,839	$	18,862	$	28,839	$	27,584	$	1,255


Secured Debt	Secured Debt	Amount Outstanding		Interest Rate (a)		Effective Rate for Variable-Rate Debt			Maturity Date	Balance at Maturity		Secured Debt	Amount Outstanding		Interest Rate (a)		Effective Rate for Variable-Rate Debt			Maturity Date	Balance at Maturity

Chronicle Mill												Chronicle Mill	$	27,630	LIBOR+	3.00%	5.39	%		May 5, 2024	$	27,630
Red Mill Central												Red Mill Central	2,013			4.80%				June 17, 2024	1,765
Premier Apartments(b)												Premier Apartments(b)	16,269		LIBOR+	1.55%	5.94	%		October 31, 2024	15,830
Premier Retail(b)												Premier Retail(b)	8,013		LIBOR+	1.55%	5.94	%		October 31, 2024	7,797
Red Mill South												Red Mill South	5,191			3.57%				May 1, 2025	4,383
Market at Mill Creek												Market at Mill Creek	12,494		LIBOR+	1.55%	5.94	%		July 12, 2025	10,876
Gainesville Apartments												Gainesville Apartments	30,000		SOFR+	1.50%	5.86	%		December 20, 2025	30,000
Encore Apartments(c)												Encore Apartments(c)	23,980			2.93%				February 10, 2026	22,211
4525 Main Street(c)												4525 Main Street(c)	30,785			2.93%				February 10, 2026	28,515
Southern Post(d)												Southern Post(d)	—		SOFR+	2.25%	4.61	%		August 25, 2026	—
Thames Street Wharf												Thames Street Wharf	69,327		BSBY+	1.30%	2.35	%	(e)	September 30, 2026	60,839
Constellation Energy Building												Constellation Energy Building	175,000		BSBY+	1.50%	3.86	%		November 1, 2026	175,000
Southgate Square	Southgate Square	$	19,682	LIBOR + 1.60%		1.74	%		April 29, 2021	$	19,462	Southgate Square	26,195		LIBOR+	1.90%	6.29	%		December 21, 2026	22,811
Nexton Square(b)		22,909		LIBOR + 2.25%		2.50	%		August 8, 2021	22,909
Encore Apartments(b)(c)		24,337		3.25	%				September 10, 2021	23,992
4525 Main Street(b)(c)		31,231		3.25	%				September 10, 2021	30,788
Red Mill West		10,851		4.23	%				June 1, 2022	10,187
Thames Street Wharf		70,000		LIBOR + 1.30%		1.81	%	(e)	June 26, 2022	70,000
Marketplace at Hilltop		10,120		4.42	%				October 1, 2022	9,383
1405 Point		53,000		LIBOR + 2.25%		2.39	%		January 1, 2023	51,532
Socastee Commons		4,458		4.57	%				January 6, 2023	4,223
Wills Wharf		59,044		LIBOR + 2.25%		2.39	%		June 26, 2023	59,044
249 Central Park Retail(d)		16,597		LIBOR + 1.60%		3.85	%	(e)	August 10, 2023	15,935
Fountain Plaza Retail(d)		9,988		LIBOR + 1.60%		3.85	%	(e)	August 10, 2023	9,590
South Retail(d)		7,287		LIBOR + 1.60%		3.85	%	(e)	August 10, 2023	6,996
Hoffler Place(f)		18,400		LIBOR + 2.60%		3.00	%		January 1, 2024	18,143
Summit Place(f)		23,100		LIBOR + 2.60%		3.00	%		January 1, 2024	22,789
One City Center		24,712		LIBOR + 1.85%		1.99	%		April 1, 2024	22,559
Red Mill Central		2,363		4.80	%				June 17, 2024	1,765
Solis Gainesville		—		LIBOR + 3.00%		3.75	%		August 31, 2024	—
Premier Apartments(g)		16,716		LIBOR + 1.55%		1.69	%		October 31, 2024	15,849
Premier Retail(g)		8,241		LIBOR + 1.55%		1.69	%		October 31, 2024	7,813
Red Mill South		5,833		3.57	%				May 1, 2025	4,383
Brooks Crossing Office		15,393		LIBOR + 1.60%		1.74	%		July 1, 2025	11,537
Market at Mill Creek		13,789		LIBOR + 1.55%		1.69	%		July 12, 2025	10,876
Johns Hopkins Village		50,859		LIBOR + 1.25%		4.19	%	(e)	August 7, 2025	45,967
North Point Center Note 2		2,094		7.25	%				September 15, 2025	1,344
Nexton Square												Nexton Square	22,195		SOFR+	1.95%	6.31	%		June 30, 2027	19,487
Liberty Apartments												Liberty Apartments	20,926		SOFR+	1.50%	5.86	%		September 27, 2027	19,243
Greenbrier Square												Greenbrier Square	19,940			3.74%				October 10, 2027	18,049
Lexington Square	Lexington Square	14,440		4.50	%				September 1, 2028	12,044		Lexington Square	13,892			4.50%				September 1, 2028	12,044
Red Mill North	Red Mill North	4,294		4.73	%				December 31, 2028	3,295		Red Mill North	4,079			4.73%				December 31, 2028	3,295
Greenside Apartments	Greenside Apartments	33,310		3.17	%				December 15, 2029	26,090		Greenside Apartments	31,862			3.17%				December 15, 2029	26,095
The Residences at Annapolis Junction		84,375		SOFR + 2.66%		2.75	%		November 1, 2030	71,183
Smith's Landing	Smith's Landing	17,331		4.05	%				June 1, 2035	384		Smith's Landing	15,535			4.05%				June 1, 2035	384
Liberty Apartments		13,877		5.66	%				November 1, 2043	—
Edison Apartments	Edison Apartments	16,272		5.30	%				December 1, 2044	100		Edison Apartments	15,563			5.30%				December 1, 2044	100
The Cosmopolitan	The Cosmopolitan	42,909		3.35	%				July 1, 2051	—		The Cosmopolitan	41,243			3.35%				July 1, 2051	187
Total secured debt	Total secured debt	$	747,812							$	610,162	Total secured debt	$	612,132							$	506,541
Unsecured Debt	Unsecured Debt											Unsecured Debt
Senior unsecured revolving credit facility	Senior unsecured revolving credit facility	10,000		LIBOR+1.30%-1.85%		1.64	%		January 24, 2024	10,000		Senior unsecured revolving credit facility	$	61,000	SOFR+	1.30%-1.85%	5.76	%		January 22, 2027	$	61,000
M&T unsecured term loan												M&T unsecured term loan	100,000		SOFR+	1.25%-1.80%	4.80	%	(e)	March 8, 2027	100,000
Senior unsecured term loan	Senior unsecured term loan	19,500		LIBOR+1.25%-1.80%		1.59	%		January 24, 2025	19,500		Senior unsecured term loan	31,658		SOFR+	1.25%-1.80%	5.66	%		January 21, 2028	31,658
Senior unsecured term loan	Senior unsecured term loan	185,500		LIBOR+1.25%-1.80%		1.95%-4.47%		(e)	January 24, 2025	185,500		Senior unsecured term loan	268,342		SOFR+	1.25%-1.80%	1.80%-4.73%		(e)	January 21, 2028	268,342

Total unsecured debt	Total unsecured debt	$	215,000							$	215,000	Total unsecured debt	461,000								461,000
Total principal balances	Total principal balances	$	962,812							$	825,162	Total principal balances	1,073,132								$	967,541
Other note payable(f)												Other note payable(f)	6,131
Unamortized GAAP adjustments	Unamortized GAAP adjustments	(8,971)										Unamortized GAAP adjustments	(11,002)
Other note payable(h)		10,004

Indebtedness, net	Indebtedness, net	$	963,845									Indebtedness, net	$	1,068,261


Year (1)	Year (1)	Amount Due		Percentage of Total		Year (1)	Amount Due		Percentage of Total
2021(2)		$	107,833	11	%
2022		99,237		10	%
2023	2023	156,380		16	%	2023	$	9,770	1	%
2024	2024	108,264		11	%	2024	63,398		6	%
2025	2025	286,646		30	%	2025	55,995		5	%
2026						2026	317,526		30	%
2027						2027	222,575		20	%
Thereafter	Thereafter	204,452		22	%	Thereafter	403,868		38	%
Total	Total	$	962,812	100	%	Total	$	1,073,132	100	%


Effective Date	Maturity Date	LIBOR Strike Rate		SOFR Strike Rate		Notional Amount
12/11/2018	1/1/2021	2.75	%	N/A		$	50,000
5/15/2019	6/1/2022	2.50	%	N/A		100,000
1/10/2020	2/1/2022	1.75	%	N/A		50,000
1/28/2020	2/1/2022	1.75	%	N/A		50,000
3/2/2020	3/1/2022	1.50	%	N/A		100,000
7/1/2020	7/1/2023	0.50	%	N/A		100,000
11/1/2020	11/1/2023	N/A		1.84	%	84,375
Total						$	534,375


Related Debt	Notional Amount		Index	Swap Fixed Rate		Debt effective rate		Effective Date	Expiration Date
Senior unsecured term loan	$	50,000	1-month LIBOR	2.78	%	4.23	%	5/1/2018	5/1/2023
John Hopkins Village	50,859		1-month LIBOR	2.94	%	4.19	%	8/7/2018	8/7/2025
Senior unsecured term loan	10,500		1-month LIBOR	3.02	%	4.47	%	10/12/2018	10/12/2023
249 Central Park Retail, South Retail, and Fountain Plaza Retail	33,872		1-month LIBOR	2.25	%	3.85	%	4/1/2019	8/10/2023
Senior unsecured term loan	50,000		1-month LIBOR	2.26	%	3.71	%	4/1/2019	10/26/2022
Thames Street Wharf	70,000		1-month LIBOR	0.51	%	1.81	%	3/26/2020	6/26/2024
Senior unsecured term loan	25,000		1-month LIBOR	0.50	%	1.95	%	4/1/2020	4/1/2024
Senior unsecured term loan	25,000		1-month LIBOR	0.50	%	1.95	%	4/1/2020	4/1/2024
Senior unsecured term loan	25,000		1-month LIBOR	0.55	%	2.00	%	4/1/2020	4/1/2024
Total	$	340,231


FORM			10-K


	Years Ended December 31,
	2020		2019		2018
Beginning backlog	$	242,622	$	165,863	$	49,167
New contracts/change orders	45,882		182,495		192,852
Work performed	(217,246)		(105,736)		(76,156)
Ending backlog	$	71,258	$	242,622	$	165,863


	Years Ended December 31,
	2022		2021		2020
Beginning backlog	$	215,519	$	71,258	$	242,622
New contracts/change orders	685,753		236,077		45,882
Work performed	(235,707)		(91,816)		(217,246)
Ending backlog	$	665,565	$	215,519	$	71,258


		Years Ended December 31,						2020		2019			Years Ended December 31,						2022		2021
		2020		2019		2018		Change		Change			2022		2021		2020		Change		Change
		(in thousands)
Revenues	Revenues											Revenues
Rental revenues	Rental revenues	$	166,488	$	151,339	$	116,958	$	15,149	$	34,381	Rental revenues	$	219,294	$	192,140	$	166,488	$	27,154	$	25,652
General contracting and real estate services revenues	General contracting and real estate services revenues	217,146		105,859		76,359		111,287		29,500		General contracting and real estate services revenues	234,859		91,936		217,146		142,923		(125,210)
Total revenues	Total revenues	383,634		257,198		193,317		126,436		63,881		Total revenues	454,153		284,076		383,634		170,077		(99,558)

Expenses	Expenses											Expenses
Rental expenses	Rental expenses	38,960		34,332		27,222		4,628		7,110		Rental expenses	50,742		46,494		38,960		4,248		7,534
Real estate taxes	Real estate taxes	18,136		14,961		11,383		3,175		3,578		Real estate taxes	22,057		21,852		18,136		205		3,716
General contracting and real estate services expenses	General contracting and real estate services expenses	209,472		101,538		73,628		107,934		27,910		General contracting and real estate services expenses	227,158		88,100		209,472		139,058		(121,372)
Depreciation and amortization	Depreciation and amortization	59,972		54,564		39,913		5,408		14,651		Depreciation and amortization	72,974		68,853		59,972		4,121		8,881
Amortization of right-of-use assets - finance leases	Amortization of right-of-use assets - finance leases	586		377		—		209		377		Amortization of right-of-use assets - finance leases	1,110		1,022		586		88		436
General and administrative expenses	General and administrative expenses	12,905		12,392		11,431		513		961		General and administrative expenses	15,691		14,610		12,905		1,081		1,705
Acquisition, development and other pursuit costs	Acquisition, development and other pursuit costs	584		844		352		(260)		492		Acquisition, development and other pursuit costs	37		112		584		(75)		(472)
Impairment charges	Impairment charges	666		252		1,619		414		(1,367)		Impairment charges	416		21,378		666		(20,962)		20,712
Total expenses	Total expenses	341,281		219,260		165,548		122,021		53,712		Total expenses	390,185		262,421		341,281		127,764		(78,860)
Gain on real estate dispositions	Gain on real estate dispositions	6,388		4,699		4,254		1,689		445		Gain on real estate dispositions	53,466		19,040		6,388		34,426		12,652
Operating income	Operating income	48,741		42,637		32,023		6,104		10,614		Operating income	117,434		40,695		48,741		76,739		(8,046)
Interest income	Interest income	19,841		23,215		10,729		(3,374)		12,486		Interest income	16,978		18,457		19,841		(1,479)		(1,384)
Interest expense on indebtedness		(30,120)		(30,776)		(19,087)		656		(11,689)
Interest expense on finance leases		(915)		(568)		—		(347)		(568)
Equity in income of unconsolidated real estate entities		—		273		372		(273)		(99)
Interest expense												Interest expense	(39,680)		(33,905)		(31,035)		(5,775)		(2,870)
Loss on extinguishment of debt												Loss on extinguishment of debt	(3,374)		(3,810)		—		436		(3,810)

Change in fair value of derivatives and other	Change in fair value of derivatives and other	(1,130)		(3,599)		(951)		2,469		(2,648)		Change in fair value of derivatives and other	8,698		2,182		(1,130)		6,516		3,312
Provision for unrealized credit losses		(256)		—		—		(256)		—
Unrealized credit loss release (provision)												Unrealized credit loss release (provision)	(626)		792		(256)		(1,418)		1,048
Other income (expense), net	Other income (expense), net	515		585		377		(70)		208		Other income (expense), net	378		302		515		76		(213)
Income before taxes	Income before taxes	36,676		31,767		23,463		4,909		8,304		Income before taxes	99,808		24,713		36,676		75,095		(11,963)
Income tax benefit	Income tax benefit	283		491		29		(208)		462		Income tax benefit	145		742		283		(597)		459
Net income	Net income	36,959		32,258		23,492		4,701		8,766		Net income	99,953		25,455		36,959		74,498		(11,504)
Net income attributable to noncontrolling interests in investment entities		230		(213)		—		443		(213)
Net (income) loss attributable to noncontrolling interests in investment entities												Net (income) loss attributable to noncontrolling interests in investment entities	(5,948)		5		230		(5,953)		(225)
Preferred stock dividends	Preferred stock dividends	(7,349)		(2,455)		—		(4,894)		(2,455)		Preferred stock dividends	(11,548)		(11,548)		(7,349)		—		(4,199)
Net income attributable to common stockholders and OP Unit holders		$	29,840	$	29,590	$	23,492	$	250	$	6,098
Net income attributable to common stockholders and OP Unitholders												Net income attributable to common stockholders and OP Unitholders	$	82,457	$	13,912	$	29,840	$	68,545	$	(15,928)


				Payments due by period											Payments due by period
				Less than		1 – 3		3 – 5		More than					Less than		1 – 3		3 – 5		More than
Contractual Obligations	Contractual Obligations	Total		1 year		years		years		5 years		Contractual Obligations	Total		1 year		years		years		5 years
Principal payments and maturities of long-term indebtedness	Principal payments and maturities of long-term indebtedness	$	962,812	$	107,833	$	255,617	$	394,910	$	204,452	Principal payments and maturities of long-term indebtedness	$	1,073,132	$	9,770	$	119,393	$	540,101	$	403,868
Ground and other operating leases	Ground and other operating leases	159,386		3,022		6,502		6,701		143,161		Ground and other operating leases	211,942		4,156		8,467		8,531		190,788
Interest payments on long-term debt—fixed interest	Interest payments on long-term debt—fixed interest	114,495		19,280		31,456		20,932		42,827		Interest payments on long-term debt—fixed interest	109,100		19,778		36,588		24,868		27,866
Interest payments on long-term debt—variable interest(1)(2)	Interest payments on long-term debt—variable interest(1)(2)	39,866		8,733		14,464		6,264		10,405		Interest payments on long-term debt—variable interest(1)(2)	85,199		28,384		39,138		17,480		197
Tenant-related and other commitments	Tenant-related and other commitments	5,579		4,533		446		600		—		Tenant-related and other commitments	21,533		17,115		4,418		—		—
Total (3) (4)	Total (3) (4)	$	1,282,138	$	143,401	$	308,485	$	429,407	$	400,845	Total (3) (4)	$	1,500,906	$	79,203	$	208,004	$	590,980	$	622,719


	~~Payment guarantee amount~~

~~Delray Plaza~~	$	~~5,180~~
~~Interlock Commercial~~	~~34,300~~



~~Total~~	$	~~39,480~~


Development project	Payment guarantee amount		Guarantee liability
Interlock Commercial	$	37,450	$	701
Harbor Point Parcel 4 (a)	32,910		198
Total	$	70,360	$	899


(1) The adjustment for depreciation and amortization for the ~~years~~year ended December 31, 2020 ~~and 2019 exclude~~excludes $0.4 million ~~and $1.2 million, respectively,~~ of depreciation attributable to the Company's joint venture partners. Additionally, the adjustment for depreciation and amortization for the years ended December 31, 2019, and 2018 includes $0.2 million and $0.3 million, respectively, of depreciation attributable to the Company's investment in One City Center, which was an unconsolidated real estate investment until March 14, 2019.
(2) The adjustment for gain on ~~operating~~ real estate dispositions for the year ended December 31, ~~2019~~2022 excludes ~~the portion~~$5.4 million of the gain on ~~Lightfoot Marketplace~~the sale of The Residences at Annapolis Junction that was allocated to our joint venture ~~partner and excludes~~partner. Additionally, the ~~gain on sale of a non-operating land parcel. The~~ adjustment for gain on ~~operating~~ real estate dispositions for the year ended December 31, ~~2018~~2021 excludes the gain on sale of easement rights on a non-operating parcel and the ~~River City industrial facility because this property was sold before being placed into service.~~loss on sale of a non-operating parcel.


Exhibit Number						Description
3.1						Articles of Amendment and Restatement of Armada Hoffler Properties, Inc. (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3, filed on June 2, 2014)

3.2*3.2						Amended and Restated Bylaws of Armada Hoffler Properties, Inc. (Incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K, filed on February 24, 2022)

3.3						Articles Supplementary Designating the Rights and Preferences of the 6.75% Series A Cumulative Redeemable Perpetual Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 17, 2019).

3.4						Articles Supplementary relating to Section 3-802(c) of the Maryland General Corporation Law (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on February 24, 2020).

3.5						Articles Supplementary Designating Additional 6.75% Series A Cumulative Redeemable Perpetual Preferred Stock, dated March 6, 2020 (Incorporated by reference to Exhibit 4.10 to the Company’s Form S-3, filed on March 9, 2020).

3.6						Articles Supplementary Designating Additional 6.75% Series A Cumulative Redeemable Perpetual Preferred Stock, dated July 2, 2020 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on July 6, 2020).

3.7						Articles Supplementary Designating Additional 6.75% Series A Cumulative Redeemable Perpetual Preferred Stock, dated August 17, 2020 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on August 20, 2020).

4.1						Form of Certificate of Common Stock of Armada Hoffler Properties, Inc. (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11/A, filed on May 2, 2013)

4.2						Description of Securities of Armada Hoffler Properties, Inc. (Incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K, filed on February 25, 2020)

10.1						Amended and Restated Agreement of Limited Partnership of Armada Hoffler, L.P. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on November 12, 2013)

10.2†						Armada Hoffler Properties, Inc. Amended and Restated 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8, filed on June 15, 2017)

10.3†						Form of Restricted Stock Award Agreement for Executive officers (Incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K, filed on February 24, 2020)

10.4†						Indemnification Agreement between Armada Hoffler Properties, Inc. and each of the Directors and Officers listed on Schedule A thereto (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed on ~~November 6, 2019)~~August 5, 2022)

10.5†						Tax Protection Agreement by and among Armada Hoffler Properties, Inc. and the person listed on the signature page thereto (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on November 12, 2013)

10.6†						Armada Hoffler, L.P. Amended and Restated Executive Severance Benefit Plan with the participants listed on Schedule A thereto (Incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K, filed on February 25, 2020)

10.7						Form of Restricted Stock Award Agreement for Directors (Incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K, filed on February 24, 2020)

10.8						Amendment No. 1, dated as of March 19, 2014, to the First Amended and Restated Agreement of Limited Partnership of Armada Hoffler, L.P., dated as of May 13, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 15, 2014)

10.9						Amendment No. 2, dated as of July 10, 2015, to the First Amended and Restated Agreement of Limited Partnership of Armada Hoffler, L.P., dated as of May 13, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 16, 2015)

10.10						Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of Armada Hoffler, L.P., dated as of May 13, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 17, 2019)


Exhibit Number						Description
10.11						Amendment No. 4, dated as of March 6, 2020, to the First Amended and Restated Agreement of Limited Partnership of Armada Hoffler, L.P., dated as of May 13, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on November 6, 2020)


Exhibit Number						~~Description~~
10.12						Amendment No. 5, dated as of July 2, 2020, to the First Amended and Restated Agreement of Limited Partnership of Armada Hoffler, L.P., dated as of May 13, 2013 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on November 6, 2020)

10.13						Amendment No. 6, dated as of August 17, 2020, to the First Amended and Restated Agreement of Limited Partnership of Armada Hoffler, L.P., dated as of May 13, 2013 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed on November 6, 2020)

10.14†						Armada Hoffler Properties, Inc. Amended and Restated Short-Term Incentive Program (Incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K, filed on February 28, 2019)



10.15						~~Second~~Third Amended and Restated Credit Agreement, dated ~~October 3, 2019,~~August 23, 2022, among Armada Hoffler, L.P., as Borrower, Armada Hoffler Properties, Inc., as Parent, Bank of America, N.A., as Administrative Agent, and the other agents and Lenders party thereto (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on October ~~9, 2019)~~6, 2022)

10.16						Second Amended and Restated Guaranty Agreement, dated October 3, 2019, among certain subsidiaries of Armada Hoffler, L.P. named therein for the benefit of the Administrative Agent and the Lenders named in the Second Amended and Restated Credit Agreement (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on October 9, 2019)

10.17						Membership Interest Purchase Agreement, dated December 3, 2021, by and between AHP Acquisitions, LLC, as Purchaser, and Harbor Point Parcel 2 Acquisition LLC, as Seller. (Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K, filed on February 24, 2022)

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

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

31.1*						Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*						Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**						Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**						Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*						The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2022, were formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheet, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

104*						Cover page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL.









*						Filed herewith

**						Furnished herewith

†						Management contract or compensatory plan or arrangement


ARMADA HOFFLER PROPERTIES, INC.

By:			/s/ Louis S. Haddad
			Louis S. Haddad
			President and Chief Executive Officer


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, ~~2020~~2022 and ~~2019~~2021			F-6
Consolidated Statements of Comprehensive Income for the Years Ended December 31, ~~2020, 2019,~~2022, 2021, and ~~2018~~2020			F-7
Consolidated Statements of Equity for the Years Ended December 31, ~~2020, 2019,~~2022, 2021, and ~~2018~~2020			F-8
Consolidated Statements of Cash Flows for the Years Ended December 31, ~~2020, 2019,~~2022, 2021, and ~~2018~~2020			F-9
Notes to Consolidated Financial Statements			F-10
Schedule III—Consolidated Real Estate Investments and Accumulated Depreciation			F-5049


			Allowance for Loan Losses - Notes Receivable

Description of the Matter			At December 31, ~~2020,~~2022, the Company’s notes receivable portfolio totaled ~~$135.4~~$136 million, net of allowances of ~~$2.6~~$1.3 million. As discussed in Notes 2 and 6 to the consolidated financial statements, management estimates the allowance for loan losses on outstanding notes receivable based primarily upon relevant historical loan loss data sets, the forecast for macroeconomic conditions, loan-to-value of the underlying project, remaining contractual loan term, and other relevant loan-specific factors. For loans experiencing financial difficulty as of the measurement date, the Company recognizes expected credit losses calculated as the difference between the amortized cost basis of the financial asset and the estimated fair value of the collateral, net of selling costs, which includes an estimation of the projected sales proceeds from the sale of the underlying property. Auditing management’s estimate of the allowance for loan losses was complex and highly judgmental due to the significant estimation required to determine the estimated fair value of the collateral. In particular, the estimated fair value of the collateral was highly sensitive to significant assumptions based on management’s expectations about future real estate market or economic conditions and the projected operating results of the property.

How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the allowance for loan losses process. For example, we tested controls over management’s review of the estimated allowance, the significant assumptions, and the data used to calculate the estimated fair value of the collateral. To test the allowance for loan losses, we performed audit procedures that included, among others, assessing methodologies used and testing the significant assumptions and underlying data used by the Company in calculating the estimated fair value of the collateral. We compared the significant assumptions used by management to external evidence, including comparable market capitalization rates and recent market activity of similar property transactions. We tested the projected operating results of properties by comparing inputs and assumptions to executed ~~or draft~~ lease agreements or recent market activity and operating expenses incurred at similar operating properties owned by the Company. We performed sensitivity analyses of significant assumptions to evaluate the changes to the estimated fair value of the collateral that would result from changes in the assumptions. We also assessed the historical accuracy of management’s estimates.

			General contracting revenue recognition

Description of the Matter			For the year ended December 31, ~~2020,~~2022, the Company’s general contracting revenues totaled approximately ~~$217.1~~$234.9 million. As described in Notes 2 and 7 to the consolidated financial statements, for each construction contract, the Company estimates its progress in satisfying performance obligations based on the proportion of incurred costs to total estimated costs at completion. The Company also estimates the total transaction price, including variable components, for each construction contract. Auditing the Company’s measurement of general contracting revenue was challenging due to the significant estimation required to determine the estimated total costs at completion and variable consideration. 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. Estimated variable consideration is affected by claims and unapproved change orders, which may result from changes in the scope of the contract.


How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the measurement of general contracting revenue. For example, we tested controls over management’s review and monitoring of the variable consideration calculation and the underlying assumptions related to estimates of costs at completion. To test general contracting revenue recognition, our audit procedures included, among others, evaluating the estimates discussed above and testing the completeness and accuracy of the underlying data used by the Company to calculate variable consideration and total estimated costs at completion. For example, we tested variable consideration by inspecting subsequently executed change orders, reviewing legally enforceable terms of the contracts or confirming the value of executed change orders directly with the customers. We also confirmed directly with customers specific contract details, including the current and original contract value as well as the estimated percentage of completion. We tested the estimated costs at completion by comparing management’s cost estimates of materials, labor, and subcontractors to third-party evidence, such as subcontractor bids. In addition, we visited property sites, conducted interviews with the Company’s project management personnel, and involved our engineering specialists to assist in testing the Company’s estimated costs at completion. We also assessed the historical accuracy of management’s estimates of variable consideration and estimated costs at completion through retrospective review of actual gross-margins of completed projects compared to the anticipated gross margins during the projects.

			~~Accounting for Acquisition of Operating Properties~~Harbor Point Parcel 4 Consolidation Analysis

Description of the Matter			~~During 2020,~~The Company accounted for their interest in Harbor Point Parcel 4 under the ~~Company completed three operating property acquisitions for a total purchase price~~equity method of ~~$188.8 million as described~~accounting. At December 31, 2022, the Company’s investment in ~~Notes 2 and~~the venture was $32.4 million. As discussed in Note 5 to the consolidated financial ~~statements. These transactions were accounted for as asset acquisitions.~~statements, the Company evaluated the rights provided to each party in the venture to assess the consolidation of the venture. Auditing ~~the Company's accounting for these acquisitions~~management’s consolidation analysis was ~~challenging~~complex and judgmental due to the ~~significant estimation required by management to determine~~subjectivity in assessing which activities most significantly impact the ~~fair values~~venture’s economic performance based on the purpose and design of the ~~acquired assets used~~entity over the duration of its expected life and assessing which party has rights to allocate costs of the acquisitions on a relative fair value basis. The significant estimation was primarily due to the sensitivity of the respective fair values to underlying assumptions. The significant assumptions used to estimate the values of the tangible and intangible assets included the replacement cost of the properties, total lease-up time and lost rental revenues during such time, market rents, estimated future cash flows and other valuation assumptions.direct those activities.

How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the ~~Company’s acquisition and purchase price allocation process, including controls over management’s review~~evaluation of rights provided to each party in the ~~significant assumptions described above.~~venture. For example, we tested controls over management’s ~~review~~assessment of the ~~valuation methodology,~~activities that most significantly impact the ~~purchase price allocation,~~venture’s performance and which party has the ~~significant assumptions used.~~power to direct those activities. To test the ~~costs allocated to~~Company’s consolidation assessment for the ~~tangible and intangible assets, we involved~~venture, our ~~valuation specialists and performed audit~~ procedures ~~that~~ included, among others, ~~evaluating~~reviewing the ~~Company’s valuation methodologies, testing~~venture agreement and discussing with management the ~~significant assumptions described above and testing the completeness and accuracy~~nature of the ~~underlying data. For example, we compared the significant assumptions~~rights conveyed to ~~observable market data, including other properties within the same submarkets and to historical costs incurred by~~ the Company ~~in developing and constructing similar assets. We also performed sensitivity analyses~~through the agreement as well as the business purpose of the ~~significant assumptions~~venture transactions. We reviewed management’s assessment of the activities that would most significantly impact the venture’s economic performance and evaluated whether the venture agreement provided participating or protective rights to ~~evaluate~~ the change in fair values resulting from the changes in assumptions. In addition, we compared the Company’s estimated fair values of acquired assets to independent estimates developed by our valuation specialist.Company.


		Preferred stock		Common stock		Additional paid-in capital		Distributions in excess of earnings		Accumulated other comprehensive loss		Total stockholders' equity		Noncontrolling interests in investment entities		Noncontrolling interests in Operating Partnership		Total equity			Preferred stock		Common stock		Additional paid-in capital		Distributions in excess of earnings		Accumulated other comprehensive loss		Total stockholders' equity		Noncontrolling interests in investment entities		Noncontrolling interests in Operating Partnership		Total equity
Balance, January 1, 2018		$	0	$	449	$	287,407	$	(61,166)	$	0	$	226,690	$	0	$	193,593	$	420,283
Net income		—		—		—		17,203		—		17,203		—		6,289		23,492
Unrealized cash flow hedge losses		—		—		—		—		(1,410)		(1,410)		—		(484)		(1,894)
Realized cash flow hedge losses reclassified to net income		—		—		—		—		127		127		—		42		169
Net proceeds from issuance of common stock		—		46		65,198		—		—		65,244		—		—		65,244
Restricted stock awards, net of tax withholding		—		2		1,562		—		—		1,564		—		—		1,564
Restricted stock award forfeitures		—		—		(32)		—		—		(32)		—		—		(32)
Issuance of operating partnership units for acquisitions		—		—		(5)		—		—		(5)		—		2,201		2,196
Redemption of operating partnership units		—		3		3,223		—		—		3,226		—		(5,821)		(2,595)
Dividends and distributions declared		—		—		—		(38,736)		—		(38,736)		—		(13,801)		(52,537)
Balance, December 31, 2018		0		500		357,353		(82,699)		(1,283)		273,871		0		182,019		455,890
Balance, January 1, 2020																				Balance, January 1, 2020	$	63,250	$	563	$	455,680	$	(106,676)	$	(4,240)	$	408,577	$	4,462	$	242,408	$	655,447
Cumulative effect of accounting change (1)	Cumulative effect of accounting change (1)	—		—		—		(125)		—		(125)		—		(42)		(167)		Cumulative effect of accounting change (1)	—		—		—		(2,185)		—		(2,185)		—		(824)		(3,009)
Net income		—		—		—		24,053		—		24,053		213		7,992		32,258
Unrealized cash flow hedge losses		—		—		—		—		(3,321)		(3,321)		—		(1,183)		(4,504)
Realized cash flow hedge losses reclassified to net income		—		—		—		—		364		364		—		137		501
Net proceeds from issuance of cumulative redeemable perpetual preferred stock		63,250		—		(2,249)		—		—		61,001		—		—		61,001
Net proceeds from issuance of common stock		—		59		96,786		—		—		96,845		—		—		96,845
Restricted stock awards, net of tax withholding		—		2		2,029		—		—		2,031		—		—		2,031
Noncontrolling interest in acquired real estate entity		—		—		—		—		—		—		4,870		—		4,870
Restricted stock award forfeitures		—		—		(7)		—		—		(7)		—		—		(7)
Issuance of operating partnership units for acquisitions		—		—		(986)		—		—		(986)		—		73,169		72,183
Redemption of operating partnership units		—		2		2,754		—		—		2,756		—		(2,756)		0
Distributions to Joint Venture Partners		—		—		—		—		—		—		(621)		—		(621)
Dividends declared on preferred stock		—		—		—		(2,455)		—		(2,455)		—		—		(2,455)
Dividends and distributions declared on common shares and units		—		—		—		(45,450)		—		(45,450)		—		(16,928)		(62,378)
Balance, December 31, 2019		63,250		563		455,680		(106,676)		(4,240)		408,577		4,462		242,408		655,447
Cumulative effect of accounting change (2)		—		—		—		(2,185)		—		(2,185)		—		(824)		(3,009)
Net income (loss)	Net income (loss)	—		—		—		29,152		—		29,152		(230)		8,037		36,959		Net income (loss)	—		—		—		29,152		—		29,152		(230)		8,037		36,959
Unrealized cash flow hedge losses	Unrealized cash flow hedge losses	—		—		—		—		(7,082)		(7,082)		—		(2,669)		(9,751)		Unrealized cash flow hedge losses	—		—		—		—		(7,082)		(7,082)		—		(2,669)		(9,751)
Realized cash flow hedge losses reclassified to net income	Realized cash flow hedge losses reclassified to net income	—		—		—		—		2,454		2,454		—		891		3,345		Realized cash flow hedge losses reclassified to net income	—		—		—		—		2,454		2,454		—		891		3,345
Net proceeds from issuance of cumulative redeemable perpetual preferred stock	Net proceeds from issuance of cumulative redeemable perpetual preferred stock	107,835		—		(6,375)		—		—		101,460		—		—		101,460		Net proceeds from issuance of cumulative redeemable perpetual preferred stock	107,835		—		(6,375)		—		—		101,460		—		—		101,460
Net proceeds from issuance of common stock	Net proceeds from issuance of common stock	—		19		19,631		—		—		19,650		—		—		19,650		Net proceeds from issuance of common stock	—		19		19,631		—		—		19,650		—		—		19,650
Restricted stock awards, net of tax withholding		—		2		2,351		—		—		2,353		—		—		2,353

Restricted stock award forfeitures		—		—		(11)		—		—		(11)		—		—		(11)
Restricted stock awards, net																				Restricted stock awards, net	—		2		2,340		—		—		2,342		—		—		2,342
Noncontrolling interest in acquired real estate entity																				Noncontrolling interest in acquired real estate entity	—		—		—		—		—		—		—		—		—
Acquisitions of noncontrolling interests	Acquisitions of noncontrolling interests	—		—		(7,388)		—		—		(7,388)		(3,744)		6,099		(5,033)		Acquisitions of noncontrolling interests	—		—		(7,388)		—		—		(7,388)		(3,744)		6,099		(5,033)

Acquisitions for cash																				Acquisitions for cash	—		—		—		—		—		—		—		—		—
Redemption of operating partnership units	Redemption of operating partnership units	—		7		8,859		—		—		8,866		—		(11,595)		(2,729)		Redemption of operating partnership units	—		7		8,859		—		—		8,866		—		(11,595)		(2,729)

Distributions to Joint Venture Partners																				Distributions to Joint Venture Partners	—		—		—		—		—		—		—		—		—
Dividends declared on preferred stock	Dividends declared on preferred stock	—		—		—		(7,349)		—		(7,349)		—		—		(7,349)		Dividends declared on preferred stock	—		—		—		(7,349)		—		(7,349)		—		—		(7,349)
Dividends and distributions declared on common shares and units	Dividends and distributions declared on common shares and units	—		—		—		(25,298)		—		(25,298)		—		(9,232)		(34,530)		Dividends and distributions declared on common shares and units	—		—		—		(25,298)		—		(25,298)		—		(9,232)		(34,530)
Balance, December 31, 2020	Balance, December 31, 2020	$	171,085	$	591	$	472,747	$	(112,356)	$	(8,868)	$	523,199	$	488	$	233,115	$	756,802	Balance, December 31, 2020	171,085		591		472,747		(112,356)		(8,868)		523,199		488		233,115		756,802

Net income (loss)																				Net income (loss)	—		—		—		21,892		—		21,892		(5)		3,568		25,455
Unrealized cash flow hedge gains																				Unrealized cash flow hedge gains	—		—		—		—		2,739		2,739		—		939		3,678
Realized cash flow hedge losses reclassified to net income																				Realized cash flow hedge losses reclassified to net income	—		—		—		—		6,096		6,096		—		2,067		8,163
Net proceeds from issuance of cumulative redeemable perpetual preferred stock																				Net proceeds from issuance of cumulative redeemable perpetual preferred stock	—		—		—		—		—		—		—		—		—
Net proceeds from issuance of common stock																				Net proceeds from issuance of common stock	—		38		51,639		—		—		51,677		—		—		51,677
Restricted stock awards, net																				Restricted stock awards, net	—		1		2,005		—		—		2,006		—		—		2,006
Noncontrolling interest in acquired real estate entity																				Noncontrolling interest in acquired real estate entity	—		—		—		—		—		—		—		—		—
Acquisitions of noncontrolling interest in real estate entities																				Acquisitions of noncontrolling interest in real estate entities	—		—		(950)		—		—		(950)		146		—		(804)
Redemption of operating partnership units																				Redemption of operating partnership units	—		—		(411)		—		—		(411)		—		(2,538)		(2,949)
Distributions to Joint Venture Partners																				Distributions to Joint Venture Partners	—		—		—		—		—		—		—		—		—
Dividends declared on preferred stock																				Dividends declared on preferred stock	—		—		—		(11,548)		—		(11,548)		—		—		(11,548)
Dividends and distributions declared on common shares and units																				Dividends and distributions declared on common shares and units	—		—		—		(39,348)		—		(39,348)		—		(13,309)		(52,657)
Balance, December 31, 2021																				Balance, December 31, 2021	171,085		630		525,030		(141,360)		(33)		555,352		629		223,842		779,823

Net income (loss)																				Net income (loss)	—		—		—		74,747		—		74,747		5,948		19,258		99,953
Unrealized cash flow hedge gains																				Unrealized cash flow hedge gains	—		—		—		—		15,333		15,333		148		4,684		20,165
Realized cash flow hedge losses reclassified to net income																				Realized cash flow hedge losses reclassified to net income	—		—		—		1		(621)		(620)		7		(187)		(800)

Net proceeds from issuance of common stock																				Net proceeds from issuance of common stock	—		45		65,114		—		—		65,159		—		—		65,159
Restricted stock awards, net																				Restricted stock awards, net	—		2		3,027		—		—		3,029		—		—		3,029
Noncontrolling interest in acquired real estate entity																				Noncontrolling interest in acquired real estate entity	—		—		—		—		—		—		23,065		—		23,065
Acquisitions of noncontrolling interest in real estate entities																				Acquisitions of noncontrolling interest in real estate entities	—		—		(5,401)		—		—		(5,401)		—		—		(5,401)

Redemption of operating partnership units																				Redemption of operating partnership units	—		—		114		—		—		114		—		(244)		(130)
Distributions to Joint Venture Partners																				Distributions to Joint Venture Partners	—		—		—		—		—		—		(5,742)		—		(5,742)
Dividends declared on preferred stock																				Dividends declared on preferred stock	—		—		—		(11,548)		—		(11,548)				—		(11,548)
Dividends and distributions declared on common shares and units																				Dividends and distributions declared on common shares and units	—		—		—		(48,715)		—		(48,715)		—		(14,844)		(63,559)
Balance, December 31, 2022																				Balance, December 31, 2022	$	171,085	$	677	$	587,884	$	(126,875)	$	14,679	$	647,450	$	24,055	$	232,509	$	904,014


		As of December 31,					As of December 31,
		2020		2019			2022		2021
Cash and cash equivalents	Cash and cash equivalents	$	40,998	$	39,232	Cash and cash equivalents	$	48,139	$	35,247
Restricted cash (a)	Restricted cash (a)	9,432		4,347		Restricted cash (a)	3,726		5,196
Cash, cash equivalents, and restricted cash	Cash, cash equivalents, and restricted cash	$	50,430	$	43,579	Cash, cash equivalents, and restricted cash	$	51,865	$	40,443


Buildings			39 years
Capital improvements			5—20 years
Equipment			3—7 years
Tenant improvements			Term of the related lease
			~~(or~~ (or estimated useful life, if shorter)


Year Ending December 31,	Year Ending December 31,	Operating Leases		Finance Leases		Year Ending December 31,	Operating Leases		Finance Leases
		(in thousands)					(in thousands)
2021		$	2,158	$	864
2022		2,361		868
2023	2023	2,400		873		2023	$	1,845	$	2,311
2024	2024	2,436		888		2024	1,881		2,326
2025	2025	2,452		925		2025	1,897		2,363
2026						2026	1,882		2,368
2027						2027	1,890		2,391
Thereafter	Thereafter	101,072		42,089		Thereafter	66,495		124,293
Total undiscounted cash flows	Total undiscounted cash flows	112,879		46,507		Total undiscounted cash flows	75,890		136,052
Present value discount	Present value discount	(71,220)		(28,553)		Present value discount	(44,213)		(89,575)
Discounted cash flows	Discounted cash flows	$	41,659	$	17,954	Discounted cash flows	$	31,677	$	46,477


		December 31, 2020									December 31, 2022
		Income producing property		Held for development		Construction in progress		Total			Income producing property		Held for development		Construction in progress		Total
Land	Land	$	261,984	$	13,607	$	5,200	$	280,791	Land	$	285,030	$	6,294	$	5,000	$	296,324
Land improvements	Land improvements	61,275		0		0		61,275		Land improvements	71,308		—		—		71,308
Buildings and improvements	Buildings and improvements	1,357,684		0		0		1,357,684		Buildings and improvements	1,527,876		—		—		1,527,876
Development and construction costs	Development and construction costs	0		0		58,167		58,167		Development and construction costs	—		—		48,067		48,067
Real estate investments	Real estate investments	$	1,680,943	$	13,607	$	63,367	$	1,757,917	Real estate investments	$	1,884,214	$	6,294	$	53,067	$	1,943,575


		December 31, 2019									December 31, 2021
		Income producing property		Held for development		Construction in progress		Total			Income producing property		Held for development		Construction in progress		Total
Land	Land	$	263,258	$	5,000	$	7,265	$	275,523	Land	$	256,728	$	6,294	$	12,513	$	275,535
Land improvements	Land improvements	58,636		0		0		58,636		Land improvements	65,565		—		—		65,565
Buildings and improvements	Buildings and improvements	1,138,829		0		0		1,138,829		Buildings and improvements	1,336,316		—		—		1,336,316
Development and construction costs	Development and construction costs	0		0		133,336		133,336		Development and construction costs	—		—		60,022		60,022
Real estate investments	Real estate investments	$	1,460,723	$	5,000	$	140,601	$	1,606,324	Real estate investments	$	1,658,609	$	6,294	$	72,535	$	1,737,438


	Constellation Energy Building(1)		Pembroke Square
Land	$	23,317	$	14,513
Site improvements	141		465
Building	194,916		8,825


In-place leases	53,705		4,445
Above-market leases	306		—
Below-market leases	—		(1,557)




Net assets acquired	$	272,385	$	26,691


	Delray Beach Plaza		Overlook Village		Greenbrier Square
Land	$	—	$	6,328	$	8,549
Site improvements	4,607		1,727		1,974
Building and improvements	22,544		18,375		19,196

In-place leases	7,209		3,997		6,659
Above-market leases	—		81		1,753
Below-market leases	(3,121)		(2,146)		(1,365)
Finance lease liabilities	(27,940)		—		—
Finance lease right-of-use assets	24,466		—		—
Fair value adjustment on acquired debt	—		—		11
Net assets acquired	$	27,765	$	28,362	$	36,777


	Wendover Village outparcel		One City Center		1405 Point			Red Mill Commons		Marketplace at Hilltop			Thames Street Wharf
Land	$	1,633	$	2,678	$	0	(a)	$	44,252	$	2,023	(b)	$	15,861
Site improvements	50		163		298			2,558		691			150
Building and improvements	888		28,039		92,866			27,790		19,195			64,539
Furniture and fixtures	0		0		2,302			0		0			0
In-place leases	101		15,140		3,371			9,973		4,565			24,385
Above-market leases	111		0		0			1,463		599			0
Below-market leases	0		0		0			(6,221)		(1,136)			(3,636)
Finance lease liabilities	0		0		(8,671)			0		(9,200)			0
Finance lease right-of-use assets	0		0		11,730		(a)	0		12,770		(b)	0
Net assets acquired	$	2,783	$	46,020	$	101,896		$	79,815	$	29,507		$	101,299