AH Realty Trust, Inc S-3, filed Mar 19, 2026

AH Realty Trust, Inc. (AHRT)

S-3 2026-03-19

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Added on October 17, 2026

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	Large accelerated filer ☐			Accelerated filer ☒
	Non-accelerated filer ☐			Smaller reporting company ☐
	Emerging growth company ☐

	Page
ABOUT THIS PROSPECTUS		1
FORWARD-LOOKING STATEMENTS		2
OUR COMPANY		4
RISK FACTORS		5
USE OF PROCEEDS		6
DESCRIPTION OF COMMON STOCK		7
CERTAIN PROVISIONS OF MARYLAND LAW AND OUR CHARTER AND BYLAWS		9
DESCRIPTION OF PREFERRED STOCK		15
DESCRIPTION OF DEPOSITARY SHARES		18
DESCRIPTION OF WARRANTS		21
DESCRIPTION OF RIGHTS		22
RESTRICTIONS ON OWNERSHIP AND TRANSFER		23
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		26
DESCRIPTION OF THE PARTNERSHIP AGREEMENT OF AH REALTY TRUST, LP		49
PLAN OF DISTRIBUTION		57
LEGAL MATTERS		59
EXPERTS		59
WHERE TO FIND ADDITIONAL INFORMATION		59
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		60

SEC Registration Fee	$	41,430
Accountant’s Fees and Expenses		*
Legal Fees and Expenses		*
Printing Expenses		*
Miscellaneous		*
TOTAL	$	*

Exhibit No.			Description
1.1*			Form of Underwriting Agreement
3.1			Articles of Amendment and Restatement of AH Realty Trust, 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**			Amended and Restated Bylaws of AH Realty Trust, Inc.
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)
3.8**			Articles of Amendment, dated February 26, 2026.
4.1**			Form of Certificate of Common Stock of AH Realty Trust, Inc.
4.2*			Form of Deposit Agreement for Depositary Shares
4.3*			Form of Equity Warrant Agreement
4.4*			Form of Rights Agreement
5.1**			Opinion of Morrison & Foerster LLP regarding the legality of the securities being registered
8.1**			Opinion of Morrison & Foerster LLP regarding certain tax matters
10.1**			Third Amended and Restated Agreement of Limited Partnership of AH Realty Trust, LP
21.1			List of Subsidiaries of AH Realty Trust, Inc. (Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K, filed on February 26, 2026, as amended on February 27, 2026).
23.1**			Consent of Ernst & Young LLP
23.2**			Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
23.3**			Consent of Morrison & Foerster LLP (included in Exhibit 8.1)
24.1**			Powers of Attorney (included on the signature page hereto)
107**			Filing Fee Table

	AH REALTY TRUST, INC.
	By:			/s/ Shawn Tibbetts
				Shawn J. Tibbetts Chief Executive Officer and President

Signature	Title	Date
/s/ Shawn J. Tibbetts Shawn J. Tibbetts	Chairman, President and Chief Executive Officer (Principal Executive Officer)	March 19, 2026
/s/ Matthew T. Barnes-Smith Matthew T. Barnes-Smith	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	March 19, 2026
/s/ James A. Carroll James A. Carroll	Lead Independent Director	March 19, 2026
/s/ George F. Allen George F. Allen	Director	March 19, 2026
/s/ Jennifer R. Boykin Jennifer R. Boykin	Director	March 19, 2026
/s/ James C. Cherry James C. Cherry	Director	March 19, 2026
/s/ Dennis H. Gartman Dennis H. Gartman	Director	March 19, 2026
/s/ Louis S. Haddad Louis S. Haddad	Director	March 19, 2026
/s/ Daniel A. Hoffler Daniel A. Hoffler	Director	March 19, 2026
/s/ F. Blair Wimbush F. Blair Wimbush	Director	March 19, 2026

ATTEST:			ARMADA HOFFLER PROPERTIES, INC.

/s/ Mattthew T. Barnes-Smith		By:	/s/ Shawn J. Tibbetts		(SEAL)
Name:	Mattthew T. Barnes-Smith		Name:	Shawn J. Tibbetts
Title:	Chief Executive Officer, Treasurer and Corporate Secretary		Title:	Chief Executive Officer and President

Countersigned and Registered:
Transfer Agent		(SEAL)
and Registrar		Chief Executive Officer and President

By:
Authorized Signature		Chief Financial Officer and Treasurer

TEN COM	-	as tenants in common		UNIF GIFT MIN ACT Custodian
TEN ENT	-	as tenants by the entireties		(Custodian) (Minor)
JT TEN	-	as joint tenants with right		under Uniform Gifts to Minors Act of
		of survivorship and not as tenants in common		(State)
			Additional abbreviations may also be used though not in the above list.

Dated
		NOTICE: The Signature To This Assignment Must Correspond With The Name As Written Upon The Face Of The Certificate In Every Particular, Without Alteration Or Enlargement Or Any Change Whatsoever.

	Very truly yours,

	/s/ Morrison & Foerster LLP

	Morrison & Foerster LLP

Re:	AH Realty Trust, Inc.—
	Status as a Real Estate Investment Trust;
	Information in Registration Statement under Heading
	Material U.S. Federal Income Tax Considerations

Article I DEFINED TERMS			1

Article II FORMATION OF THE PARTNERSHIP			10

	2.01	Formation of the Partnership	10
	2.02	Name	10
	2.03	Registered Office and Agent; Principal Office	10
	2.04	Term and Dissolution	10
	2.05	Filing of Certificate and Perfection of Limited Partnership	11
	2.06	Certificates Describing Partnership Units	11

Article III BUSINESS OF THE PARTNERSHIP			11

Article IV CAPITAL CONTRIBUTIONS AND ACCOUNTS			12

	4.01	Capital Contributions	12
	4.02	Additional Capital Contributions and Issuances of Additional Partnership Units	12
	4.03	Additional Funding	14
	4.04	Time-Based LTIP Units	14
	4.05	Conversion of Time-Based LTIP Units	16
	4.06	Performance LTIP Units	18
	4.07	Capital Accounts	20
	4.08	Percentage Interests	20
	4.09	No Interest on Contributions	21
	4.10	Return of Capital Contributions	21
	4.11	No Third-Party Beneficiary	21

Article V PROFITS AND LOSSES; DISTRIBUTIONS			21

	5.01	Allocation of Profit and Loss	21
	5.02	Distribution of Cash	24
	5.03	REIT Distribution Requirements	25
	5.04	No Right to Distributions in Kind	25
	5.05	Limitations on Return of Capital Contributions	25
	5.06	Distributions Upon Liquidation	26
	5.07	Substantial Economic Effect	26
	5.08	Distributions with respect to “Profits Interests”	26

Article VI RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER			26

	6.01	Management of the Partnership	26
	6.02	Delegation of Authority	28
	6.03	Indemnification and Exculpation of Indemnitees	29
	6.04	Liability of the General Partner	30
	6.05	Partnership Obligations	30
	6.06	Outside Activities	31
	6.07	Employment or Retention of Affiliates	31
	6.08	General Partner Activities	31
	6.09	Title to Partnership Assets	31

Article VII CHANGES IN GENERAL PARTNER			32

	7.01	Transfer of the General Partner’s Partnership Interest	32
	7.02	Admission of a Substitute or Additional General Partner	33
	7.03	Effect of Bankruptcy, Withdrawal, Death or Dissolution of General Partner	33
	7.04	Removal of General Partner	34

Article VIII RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS			35

	8.01	Management of the Partnership	35
	8.02	Power of Attorney	35
	8.03	Limitation on Liability of Limited Partners	35

	8.04	Common Unit Redemption Right	35
	8.05	Registration	37

Article IX TRANSFERS OF PARTNERSHIP INTERESTS			40

	9.01	Purchase for Investment	40
	9.02	Restrictions on Transfer of Partnership Units	40
	9.03	Admission of Additional or Substitute Limited Partner	41
	9.04	Rights of Assignees of Partnership Units	42
	9.05	Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner	42
	9.06	Joint Ownership of Partnership Units	42

Article X BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS			43

	10.01	Books and Records	43
	10.02	Custody of Partnership Funds; Bank Accounts	43
	10.03	Fiscal and Taxable Year	43
	10.04	Annual Tax Information and Report	43
	10.05	Tax Matters Partner; Partnership Representative; Tax Elections; Special Basis Adjustments	43

Article XI AMENDMENT OF AGREEMENT; MERGER			44

	11.01	Amendment of Agreement	44
	11.02	Merger of Partnership	45

Article XII GENERAL PROVISIONS			45

	12.01	Notices	45
	12.02	Survival of Rights	45
	12.03	Additional Documents	45
	12.04	Severability	45
	12.05	Entire Agreement	45
	12.06	Pronouns and Plurals	45
	12.07	Headings	45
	12.08	Counterparts	45
	12.09	Governing Law	45

		GENERAL PARTNER

		AH REALTY TRUST, INC.

	By:	/s/ Shawn J. Tibbetts
	Name:	Shawn J. Tibbetts
	Title:	President and Chief Executive Officer

	THIS CERTIFICATE IS TRANSFERABLE	CUSIP
	IN THE CITIES OF


(City)		(State)		(Zip Code)


(City)		(State)		(Zip Code)