Business Context and Reporting Period
This Form 8-K is a current report filed by Armada Hoffler Properties, Inc. (the "Company") on June 18, 2025. The filing addresses a change in the Company's independent registered public accounting firm.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance regarding the external auditor.
Material Changes
The primary material change reported is the replacement of the Company's independent auditor:
- Appointment: The Audit Committee approved the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Dismissal: The Audit Committee approved the dismissal of Ernst & Young LLP ("EY") as the independent registered public accounting firm.
- Effective Date: The change is effective immediately following the filing of the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2025. EY will continue to serve until that date.
Management Commentary, Risks, and Contingencies
Management provided the following commentary regarding the transition:
- Audit Opinions: EY's reports for the fiscal years ended December 31, 2024, and 2023 did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles.
- Disagreements: There were no "disagreements" between the Company and EY regarding accounting principles, financial statement disclosure, or auditing scope during the 2023 and 2024 fiscal years or the subsequent interim period.
- Reportable Events: There were no "reportable events" as defined by Regulation S-K during the relevant periods.
- Consultations: The Company did not consult with KPMG regarding matters set forth in Items 304(a)(2)(i) or (ii) of Regulation S-K prior to the approval date.
- Future Filings: The Company intends to file an amendment to this Form 8-K following the Effective Date to provide specific dates for the dismissal and engagement and to update disclosures.
Investor Verification Checklist
- Verify the specific "Effective Date" once the Company files the amendment to this Form 8-K.
- Review the attached Exhibit 16.1 (Letter from Ernst & Young LLP) to confirm the auditor's concurrence with the disclosures.
- Monitor the upcoming Form 10-K for the fiscal year ended December 31, 2025, to confirm the transition of audit responsibilities.