Armada Hoffler Properties Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits
$AHH
Real Estate
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 2025
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Item 4.01. Changes in Registrant’s Certifying Accountant.
On June 18, 2025 (the “Approval Date”), the Audit Committee of the Board of Directors (the “Audit Committee”) of Armada Hoffler Properties, Inc. (the “Company”) approved the appointment of KPMG LLP (“KPMG”) as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026, effective immediately following the filing of the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025 (the “Effective Date”). In addition, on the Approval Date, the Audit Committee approved the dismissal of Ernst & Young LLP (“EY”) as the independent registered public accounting firm for the Company, effective as of the Effective Date, and the Company notified EY of the dismissal effective as of the Effective Date. EY will continue to serve as the independent registered public accounting firm for the Company until the Effective Date.
EY’s reports on the Company’s financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In addition, during the fiscal years ended December 31, 2024 and 2023, as well as during the subsequent interim period preceding the Approval Date, there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company and EY with respect to any matter relating to accounting principles or practices, financial statement disclosure or auditing scope or procedures which, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreement in its reports on the Company’s financial statements with respect to such periods.
During the fiscal years ended December 31, 2024 and 2023, as well as during the subsequent interim period preceding the Approval Date, there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
The Company has provided EY with a copy of this Current Report on Form 8-K and requested that EY provide the Company with a letter addressed to the Securities and Exchange Commission stating whether or not EY agrees with the above disclosures. A copy of EY’s letter dated June 24, 2025 is attached hereto as Exhibit 16.1.
During the years ended December 31, 2024 and 2023, and the subsequent interim period through the Approval Date, the Company did not consult with KPMG regarding any of the matters or events set forth in Items 304(a)(2)(i) or (ii) of Regulation S-K.
Following the Effective Date, the Company will file an amendment to this Current Report on Form 8-K to provide the specific date of EY’s dismissal, the specific date of KPMG’s engagement and updates to the disclosures required by Item 304(a) of Regulation S-K through the Effective Date.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
| 16.1 | ||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARMADA HOFFLER PROPERTIES, INC. | ||||||||
| Date: June 18, 2025 | By: | /s/ Matthew Barnes-Smith | ||||||
| Matthew Barnes-Smith | ||||||||
| Chief Financial Officer, Treasurer, and Corporate Secretary | ||||||||