DEF 14A of AH Realty Trust, Inc., Apr 30, 2026

DEF 14A of AH Realty Trust, Inc.

Filed Apr 30, 2026 · FY20250001569187-26-000061

Open on EDGAR

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    Board Refreshment As part of the Board’s ongoing board refreshment process, George F. Allen and Dennis H. Gartman will not stand for reelection at the Annual Meeting. Mr. Allen has served as a director since 2013, including as Chair of the Board's Nominating and Corporate Governance Committee, and Mr. Gartman has served as a director since 2022. The Nominating and Corporate Governance Committee identified Theodore R. Bigman and Lori B. Wittman as candidates with deep real estate, capital markets, and capital allocation expertise, and with skills and experience highly relevant to the Company’s business and transformation strategy, and recommended Mr. Bigman and Ms. Wittman to the Board for consideration. The Board voted unanimously to nominate Mr. Bigman and Ms. Wittman for election at the Annual Meeting. Director Nominee Experience and Qualifications Set forth below are descriptions of the backgrounds and principal occupations of each of our directors, and the period during which he or she has served as a director.

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    | Theodore R. Bigman | Independent Director | | | Reasons for Nomination Theodore Bigman is an experienced investment leader with expertise across real estate and global financial markets. He brings deep knowledge of REITs, listed real assets, and capital markets, including advising institutional investors on real estate allocation strategies to support growth. Mr. Bigman’s experience supports the Board’s oversight of portfolio strategy for long-term shareholder value creation. Mr. Bigman offers a unique combination of operator-facing real estate insight and global investor perspective, enabling the Board to view portfolio and capital decisions through both the owner and capital provider lens. His experience evaluating real estate platforms, asset quality, and management execution across cycles is directly relevant to AH Realty as it continues to scale its portfolio, optimize capital structures, and position the business for sustainable long-term growth. Key Skills and Expertise • At Morgan Stanley Investment Management, Mr. Bigman built the Global Listed Real Assets business, growing it from inception to more than $25 billion in assets under management. He advised institutional investors globally on real estate allocation strategies and engaged extensively with REIT management teams and boards to assist the companies in attaining better share price valuations. • Drawing on his extensive industry experience, Mr. Bigman has advised REIT management teams and boards and currently serves as a member of the Board of Directors of Ventas, Inc., an S&P 500 healthcare REIT with an equity market capitalization of approximately $40 billion. He was awarded the National Association of Real Estate Investment Trusts (Nareit) Industry Achievement Award in recognition of his leadership and contributions to the REIT industry. • Mr. Bigman began his career in investment banking and consulting, including roles at Credit Suisse First Boston and Bain & Company. At Credit Suisse he advised on real estate transactions and strategic initiatives, including six completed US REIT initial public offerings. His background in capital markets and strategic advisory provides the Board with valuable insight into transaction execution and disciplined investment decision-making. Career Highlights Harvard Business School – the graduate business school of Harvard University • Executive Fellow (since 2024) Bigman Holdings – a family investment office • Founder and Chief Investment Officer (since 2021) Morgan Stanley Investment Management – an investment management division of Morgan Stanley (NYSE: MS) an investment bank and financial services company • Managing Director and Head of Global Listed Real Assets Investing (1995-2021) Credit Suisse First Boston (formerly NYSE: CS) – an investment banking division of Credit Suisse Group AG • Real Estate Investment Banker (1987-1995) Bain & Company – a management consulting company • Associate Consultant (1983-1985) | | Director Since: 2026 Age: 63 Other Company Directorships (past 5 years): • Ventas, Inc. (NYSE: VTR) (Since 2024) Education: • B.A., Brandeis University • MBA, Harvard Business School | |

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    | Jennifer R. Boykin | Independent Director | | | Reasons for Nomination Jennifer Boykin brings over three decades of leadership experience overseeing complex, large-scale industrial operations. She offers the Board deep expertise in operational execution, cost discipline, large-scale asset development, and digital innovation. Her proven ability to lead organizations through periods of substantial change and deliver results in highly technical, capital-intensive environments enhances the Board’s oversight of performance and long-term value creation. Key Skills and Expertise • As President of Newport News Shipbuilding, Ms. Boykin led the company’s largest division with full P&L responsibility for the $6 billion division. She oversaw more than 26,000 employees engaged in the design, construction, and maintenance of nuclear-powered aircraft carriers and submarines. She led the organization through a period of significant operational complexity, including sustaining uninterrupted production during the COVID-19 pandemic. • Ms. Boykin has extensive experience overseeing large, complex capital programs, including advancing the first two-ship aircraft carrier procurement in more than 30 years and securing the award of the largest shipbuilding contract in U.S. Navy history for Virginia-class submarines. She also led the launch of digital shipbuilding capabilities, enabling the transition to digital design and construction to drive operational efficiencies. • Through her experience across engineering, design, construction, and quality roles, Ms. Boykin offers a deep understanding of the full lifecycle of complex assets, supporting the Board’s oversight of asset strategy and project execution. Appointed by the President of the United States, Ms. Boykin served as a member of the U.S. Merchant Marine Academy Board of Visitors in 2019, providing oversight on governance, fiscal matters, and strategic initiatives. Career Highlights Huntington Ingalls Industries (NYSE: HII) – U.S. shipbuilding and defense company • Executive Vice President, Huntington Ingalls Industries and President, Newport News Shipbuilding (2017-2024) • Vice President, Engineering and Design, Newport News Shipbuilding (2012-2017) • Various leadership and operations roles, including Vice President of Quality and Process Excellence, Director of Facilities and Waterfront Support, and Program Manager for the Nuclear Engineering division (1987-2012) | | Director Since: 2025 Committees: • Compensation • Nominating and Corporate Governance Age: 61 Education: • B.S., Marine Engineering, U.S. Merchant Marine Academy • M.S., Engineering Management, The George Washington University School of Engineering | |

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    | James A. Carroll | Lead Independent Director | | | Reasons for Nomination James Carroll brings to the Board deep experience in property management, market expansion, and financial strategy, shaped by his leadership in the hospitality sector. He provides valuable insight into asset-level performance, operational efficiency, and tenant-focused execution. Mr. Carroll contributes a disciplined approach to capital deployment and strategic growth actions, supporting the Board’s oversight of portfolio performance and long-term value creation. Key Skills and Expertise • As President and Chief Executive Officer of Crestline Hotels & Resorts, Mr. Carroll oversees a portfolio of 112 properties across 26 states. He has demonstrated a strong track record of aligning operational performance with corporate strategy, driving top-line improvement, profitability, and maintaining cost discipline. He has also led the company’s expansion across the U.S., increasing its geographic presence and market reach. • During his tenure at Crestline, Mr. Carroll played a key role in the development and expansion of multiple domestic and international joint ventures, including the company’s international private equity real estate venture, Playa Hotels & Resorts. He led efforts to raise over $850 million in equity and secure more than $800 million in corporate and property-level debt financing to support international expansion. His experience in strategic acquisitions and capital markets provides the Board with valuable perspective in evaluating investment opportunities, executing transactions, and advancing long-term strategic priorities. • Mr. Carroll brings significant financial experience, having served in multiple financial management roles, including Chief Financial Officer of a hospitality property and management company. His background enhances the Board’s oversight of financial reporting, assessment of property-level performance, as well as internal controls, and risk management. Mr. Carroll qualifies as an SEC Audit Committee Financial Expert. Career Highlights Barceló Group – a multinational hospitality and tourism company • President and Chief Executive Officer, Crestline Hotels & Resorts, LLC. (since 2010) • Chief Financial Officer, Crestline Hotels & Resorts, LLC. (2006-2009) • Senior Vice President and Treasurer, Barceló Crestline Corporation (2004-2006) Dell Technologies, Inc. (NYSE: DELL) – a global technology company • Operations and financial management positions (2001-2004) United States Navy – the maritime branch of the U.S. Armed Forces • Naval Aviator and Lieutenant, United States Navy (1990-2000) | | Director Since: 2013 Committees: • Audit (Chair) Age: 58 Other Company Directorships (past 5 years): • ServiceSource, Inc. (2012-2022) Education: • B.S., Systems Engineering, U.S. Naval Academy • MBA, Harvard Business School | |

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    | James C. Cherry | Independent Director | | | Reasons for Nomination James Cherry brings to the Board extensive leadership experience across the banking and investment management industries. As former Chief Executive Officer of a regional bank, he has spearheaded several market expansion initiatives, providing him with a unique perspective on the Company’s transformational growth strategy for long-term value creation. His deep financial expertise, combined with his service on several financial institution boards, enables him to contribute robust knowledge of disciplined capital deployment and risk management. Key Skills and Expertise • Mr. Cherry served as the Chief Executive Officer and board member of the Park Sterling Corporation, leading its successful $150 million IPO and subsequent transformation from a small local bank with $400 million in assets, 50 employees, and three offices into a full-banking service regional institution with more than $3.5 billion in assets, 500 employees, and 50 offices across four states. During his tenure, he executed a series of purpose-driven regional acquisitions that expanded the company’s capabilities and strengthened its competitive positioning. • Mr. Cherry brings to the Board experience in technology and digital strategy, having overseen the launch of Park Sterling’s mobile banking platform, advancing the company’s technological capabilities to enhance efficiency and modernize operational infrastructure. His perspective supports the Board’s oversight of data-driven decision-making and technology-enabled performance across AH Realty Trust’s portfolio. • Having spent more than three decades at Wachovia Corporation in financial and banking roles, including as Chairman and Chief Executive Officer of Mid-Atlantic Banking, Mr. Cherry provides a vast understanding of evaluating credit, including commercial real estate financing, managing balance sheets, and allocating capital across economic cycles to support the Board’s oversight of the Company’s growth strategy. Mr. Cherry qualifies as an SEC Audit Committee Financial Expert. Career Highlights Park Sterling Corporation (Nasdaq: PSTB) – a financial services company • Chief Executive Officer (2010-2017) Wachovia Corporation and Wachovia Bank (former NYSE: WB) – a diversified financial services company, acquired by Wells Fargo • Chairman and Chief Executive Officer, Mid-Atlantic Banking (2001-2006) • President, Virginia Banking, Head of Trust and Investment Management (1997-2001) • Various regional executive roles (1974-1997) | | Director Since: 2013 Committees: • Compensation (Chair) • Audit • Nominating and Corporate Governance Age: 75 Other Company Directorships (past 5 years): • Beach Community Bank (formerly OTC: BCBF) (2018-2022) • South State Corporation (NYSE: SSB) (2017-2020) Education: • B.A., Hampden-Sydney College • Executive Business Program, Darden School of Business, University of Virginia | |

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    | Louis S. Haddad | Director | | | Reasons for Nomination Louis Haddad is a seasoned real estate executive with leadership experience across commercial real estate, development, and construction. His background spans platform growth, capital allocation, and strategic execution. Mr. Haddad brings extensive expertise in public-private partnerships, large-scale development, and capital markets, providing valuable perspective to the Board’s oversight of the Company’s long-term strategy, financial performance, and market positioning. Key Skills and Expertise • Mr. Haddad led AH Realty Trust and its predecessor entities for nearly four decades, overseeing the Company’s IPO and guiding its evolution into a leading commercial real estate platform in Virginia. During his tenure, he oversaw more than 25 public-private partnership developments to drive growth and build a diversified portfolio of retail, office, and multifamily assets, including the development of large-scale mixed-use projects, including the Town Center of Virginia Beach. • Under Mr. Haddad’s leadership the Company grew its portfolio to span over eight states with an enterprise value of $2.6 billion and achieved an investment-grade credit rating, reflecting long-term financial discipline, and capital markets credibility. • Mr. Haddad provides the Board with valuable perspective on asset growth, project execution, and portfolio performance, reinforcing oversight of the Company’s transformation and its focus on long-term value creation. Career Highlights AH Realty Trust (NYSE: AHRT), formerly Armada Hoffler Properties, Inc. (formerly NYSE: AHH) • President and Chief Executive Officer (1999-2024) • President (1996-1999) • President, Armada Hoffler Construction Company (1987-1996) • On-site construction supervisor, Armada Hoffler Construction Company (1985-1987) Harkins Builders – a construction management services company • Superintendent (1980-1984) | | Director Since: 2013 Age: 68 | |

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    | Daniel A. Hoffler | Director | | | Reasons for Nomination Daniel Hoffler brings a founder-level perspective to the Board, having built AH Realty Trust’s vertically integrated real estate platform from its origins in development and construction into a diversified, publicly traded REIT. He offers deep institutional knowledge of the Company’s operations, strategic positioning, and long-standing relationships across its core markets, along with a demonstrated ability to navigate industry cycles. Mr. Hoffler’s track record of overseeing business transformation and his extensive industry expertise strengthen the Board’s oversight of AH Realty Trust’s sustainable growth. Key Skills and Expertise • Mr. Hoffler has overseen AH Realty Trust’s expansion into new markets, diversified the portfolio, and built a performance-driven culture across the organization. • With decades of experience in commercial real estate development, including leadership roles at Eastern International, Mr. Hoffler brings hands-on expertise across the full real estate lifecycle, including development, construction, leasing, and operations. His expertise in executing complex projects provides practical insight into cost management, project risk, and market dynamics, and informs the Board’s oversight of operational execution. • Mr. Hoffler brings significant capital markets experience, having led the Company’s IPO in 2013 and shaped its approach to capital formation. His perspective supports the Board’s oversight of financing strategy and capital allocation. Career Highlights Armada Hoffler Properties – the predecessor entity to AH Realty Trust (NYSE: AHRT) • Executive Chairman (2013-2024) • Founder (since 1979) Eastern International, Inc. – a commercial real estate development and construction company • Vice President of Marketing (1975-1978) Dun & Bradstreet – market intelligence and data provider • Regional Manager (1972-1974) | | Director Since: 2013 Age: 77 Education: •B.S., Business, Campbell College | |

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    | Shawn J. Tibbetts | Chairman, Chief Executive Officer, and President | | | Reasons for Nomination Shawn J. Tibbetts is a seasoned executive with leadership experience across real estate and infrastructure with a focus on operating efficiency, talent development and organizational design. Mr. Tibbetts brings extensive experience in disciplined capital allocation and large-scale project execution, providing valuable insight to the Board’s oversight of the Company’s long-term growth strategy. Key Skills and Expertise •Mr. Tibbetts is spearheading the Company’s strategic transformation, sharpening its focus and enhancing its retail and office portfolio to unlock growth and operational flexibility to capitalize on opportunities across market cycles. In his prior role as Chief Operating Officer, he grew net operating income across the Company’s portfolio by approximately 45% and oversaw the execution of transactions totaling more than $1.2 billion. •During his tenure at the Port of Virginia, Mr. Tibbetts led enterprise-wide operations and major development projects to improve efficiency, capacity, and reliability across its ecosystem. In his role, Mr. Tibbetts oversaw revenue growth initiatives while significantly reducing operating expenses across the ecosystem, as well as the planning, implementation, and execution phases of the technology-driven modernization and capacity expansion projects across the portfolio. •His extensive industry and business expertise, including overseeing infrastructure operations with responsibility for optimizing portfolio P&L and operations brings valuable perspective to the Board’s oversight of asset operations and capital deployment at AH Realty Trust. Career Highlights AH Realty Trust (NYSE: AHRT) •President and Chief Executive Officer (since 2025) •President and Chief Operating Officer (2024) •Chief Operating Officer (2019-2024) The Port of Virginia – a state-owned port system •President and Chief Operations Officer (2014-2019) •Senior Vice President, Operations (2013-2014) •Vice President, Director, Operations and Maintenance (2011-2013) •General Manager, A.P. Moller Terminals (APMT) Virginia (2010-2011) APM Terminals (a global subsidiary of A.P. Moller Maersk) – a port and terminal operator •Operations management positions of increased responsibility (2003-2010) | | Director Since: 2025 Age: 45 Education: •B.B.A., James Madison University •MBA, the College of William & Mary •Advanced Management Program, Harvard Business School | |

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    | F. Blair Wimbush | Independent Director | | | Reasons for Nomination F. Blair Wimbush is an accomplished executive with expertise overseeing capital intensive real estate and infrastructure assets in highly regulated environments. He brings a disciplined perspective on portfolio strategy, capital allocation, and long-term asset stewardship, along with valuable expertise in risk mitigation and regulatory oversight, which strengthens the Board’s ability to oversee the Company’s evolving operational and financial priorities. Key Skills and Expertise • Mr. Wimbush has more than 35 years of leadership experience at Norfolk Southern, including as Chief Real Estate Officer, where he was responsible for guiding the company’s portfolio level real estate strategy across more than 20,000 route miles through 22 states . As Chief Sustainability Officer, he facilitated a $53 million energy conversion project at its primary locomotive shop, with significant reductions in gas, water and electricity consumption. In his dual role, he also led a $10 million enterprise-wide capital program across ~600 office facilities, delivering substantial cost savings and operational efficiencies . • As a seasoned legal and regulatory executive, Mr. Wimbush has advanced public-private partnerships with local, state, and federal agencies to modernize critical rail infrastructure. In his numerous legal roles at Norfolk Southern, he facilitated initiatives to develop important freight facilities and upgrade key freight corridors, projects requiring close coordination with governmental entities and regulatory stakeholders, enhancing efficiency while advancing environmentally sustainable transportation solutions. • His experience optimizing asset performance and executing value-driven investments enhances the Board’s oversight of financial performance and capital efficiency. Mr. Wimbush qualifies as an SEC Audit Committee Financial Expert. Career Highlights Norfolk Southern Corporation (NYSE: NSC) – a premier U.S. transportation company and railroad operator • Chief Real Estate Officer and Corporate Sustainability Officer (2007-2015) • Vice President, Real Estate (2004-2007) • Senior General Counsel (2002-2004) • General Counsel, Operations and other legal positions of increasing responsibility (1980-2002) | | Director Since: 2024 Committees: • Nominating and Corporate Governance (Chair) • Audit Age: 70 Other Company Directorships (past 5 years): • Atlantic Union Bankshares Corp (NYSE: AUB) (since 2018) Education: • B.A., Political Science, University of Rochester • J.D., University of Virginia School of Law • Advanced Management Program, Harvard Business School | |

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    | Lori B. Wittman | Independent Director | | | Reasons for Nomination Lori Wittman brings extensive financial leadership and capital markets expertise to the Board across the real estate industry. Her background includes overseeing complex transactions, capital formation initiatives, and financial operations across both public and private real estate platforms. This experience provides the Board with a well-informed perspective on financial oversight and disciplined growth. Lori Wittman’s experience is especially relevant to AH Realty Trust as the Company pursues growth while maintaining strong financial discipline across its portfolio, informed by her extensive work with publicly traded REITs. Her background enables the Board to rigorously evaluate capital allocation decisions, REIT‑specific financing strategies, and investment returns, while ensuring appropriate risk management, regulatory awareness, and transparency. Ms. Wittman’s hands‑on leadership in REIT financial operations and capital markets strengthens the Board’s ability to oversee scalable growth, navigate market cycles, and align financial strategy with long‑term shareholder value creation. Key Skills and Expertise • As a Chief Financial Officer with experience across multiple REITs, including her current role at Aventine Property Group, Ms. Wittman has overseen financial planning and analysis, capital allocation strategy, reporting, and balance sheet management, driving effective portfolio management. • Ms. Wittman brings significant experience executing strategic transactions and joint ventures to drive growth initiatives. She played a key role in the initial public offering of Big Rock Partners Acquisition Corporation and its subsequent business combination with NeuroRx, Inc. to form NRx Pharmaceuticals in 2021. • During her service at Ventas, Inc., she supported the establishment of approximately $1.4 billion of initial debt capitalization and was instrumental in the execution of the successful spin-off of Care Capital Properties. Having assumed the role of Chief Financial Officer at Care Capital Properties, she created a strong foundation for growth as an independent company, raising more than $11 billion across unsecured bonds, equity, credit facilities, and mortgage financing. Career Highlights Aventine Property Group – a privately held REIT • Executive Vice President and Chief Financial Officer (since 2023) NetSTREIT Corporation (NYSE: NTST) – a REIT specializing in single-tenant net lease retail properties • Interim Chief Financial Officer (2022-2023) Big Rock Partners Acquisition Corporation (former Nasdaq: BRPA) – a Special Purpose Acquisition Company (SPAC) that merged with NeuroRx, Inc. in 2021 • Senior Advisor (2020-2021) • Executive Vice President and Chief Financial Officer (2017-2020) Care Capital Properties (former NYSE: CCP) – a public real estate investment trust • Executive Vice President and Chief Financial Officer (2015-2017) Ventas, Inc. (NYSE: VTR) – a healthcare REIT • Senior Vice President, Capital Markets and Investor Relations (2011-2015) | | Director Since: 2026 Age: 67 Other Company Directorships (past 5 years): • NetSTREIT Corporation (NYSE: NTST) (since 2020) • Chiron Real Estate, Inc. (NYSE: XRN) (since 2018; formerly Global Medical Reit, Inc. (NYSE: GMRE)) Education: • B.A., Geography and Sociology, Clark University • MBA, Finance and Accounting, University of Chicago • M.A., City Planning, Housing and Real Estate Finance, University of Pennsylvania | |

  11. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

    | Directors(1) | Fees Earned or Paid in Cash ($) | Equity Awards(2) ($) | All Other Compensation ($) | Total ($) | | George F. Allen | 65,000 | 48,501 | | 113,501 | | Jennifer R. Boykin | 42,931 | 48,501 | | 91,432 | | James A. Carroll | 56,250 | 67,251 | | 123,501 | | James C. Cherry | 65,000 | 48,501 | | 113,501 | | Dennis H. Gartman | — | 108,899 | | 108,899 | | Louis S. Haddad | 323,183(3) | 1,623,904(4) | 58,019(5) | 2,005,106 | | Eva S. Hardy (6) | 35,000 | | | 35,000 | | Daniel A. Hoffler | 67,500 | 48,501 | | 116,001 | | A. Russell Kirk (7) | 27,500 | — | | 27,500 | | F. Blair Wimbush | — | 103,501 | | 103,501 |

  12. •achieve an appropriate balance between risk and reward that does not incentivize excessive risk taking; and

    Stockholder Say-on-pay Vote At the 2025 annual meeting of stockholders, the Company's stockholders approved, on a non-binding, advisory basis, the Company's executive compensation plan with an affirmative vote of approximately 98.9% of the votes cast on the matter, which the Company believes reflects strong stockholder support of its executive compensation program. The Compensation Committee is committed to reviewing the results of the advisory say-on-pay vote, market practices, and governance standards on an annual basis and making changes as appropriate. Peer Group To evaluate and set total direct compensation, the Compensation Committee utilizes a peer group analysis of total executive compensation for similar positions prepared annually by the Compensation Committee's independent compensation consultant Ferguson Partners. In 2025, following transaction activity in the REIT industry that meaningfully impacted our Peer Group and in consideration of our planned transformation, the Compensation Committee, in partnership with Ferguson Partners, conducted a more holistic review of our Peer Group to best reflect our go-forward structure. In its review the Compensation Committee considered the following selection criteria.

  13. •achieve an appropriate balance between risk and reward that does not incentivize excessive risk taking; and

    | Peer Group Selection Criteria | | | Assets/Business Model | We are a diversified REIT with high-quality office, retail, and multifamily assets located in mixed-use communities in addition to grocery anchored retail. To best reflect our company dynamics, we considered diversified, retail and/or office REITs, while deemphasizing multifamily REITs in consideration of our planned transitions. We also considered companies in similar transitional periods, growth strategy and depth of management teams to better align with our business profile. | | Size Parameters | At the time the Peer Group was approved, each was an internally-managed REIT with an implied equity market capitalization and/or total enterprise value ranging from approximately 0.4x to 2.5x the size of the Company. | | Overall Peer Group | The overall composition of the Peer Group is constructed so that the Company approximates the median in terms of size. As of December 31, 2025, the Company’s total enterprise value was $2.4 billion and approximated the median of the Peer Group. |

  14. •achieve an appropriate balance between risk and reward that does not incentivize excessive risk taking; and

    Based on this review and the selection criteria above, AIMCO, Alexander & Baldwin, Centerspace, and Elme Communities were removed following announced transaction plans and Orion Properties, Inc. was removed as the company’s business profile was less comparable (i.e., net lease REIT structure). The Compensation Committee reviewed potential additions to the Peer Group based on the selection criteria above and identified the following REITs for addition: CBL & Associates Properties, Inc., Curbline Properties Corp., FrontView REIT, Inc., NETSTREIT Corp., Chatham Lodging Trust and Sila Realty Trust, Inc. The Compensation Committee may change the composition of the peer group from year to year, as it deems appropriate. In determining compensation for our NEOs, the Compensation Committee, in consultation with Ferguson Partners, considered the competitive positioning of our executive compensation levels relative to market data for setting salary, incentive award, and total compensation levels.

  15. •achieve an appropriate balance between risk and reward that does not incentivize excessive risk taking; and

    | PEER GROUP | | | | Company Name | Reviewed for Setting 2025 Compensation | Reviewed For Setting 2026 Compensation | | Acadia Realty Trust | x | x | | AIMCO | x | | | Alexander & Baldwin, Inc | x | | | American Assets Trust, Inc. | x | x | | CBL & Associates Properties, Inc. | | x | | Centerspace | x | | | Chatham Lodging Trust | | x | | CTO Realty Growth, Inc. | x | x | | Curbline Properties Corp | | x | | Elme Communities | x | | | FrontView REIT, Inc. | | x | | Inventrust Properties Corp. | x | x | | JBG Smith Properties | x | x | | NETSTREIT Corp. | | x | | Orion Properties Inc. | x | | | Piedmont Realty Trust, Inc. | x | x | | Sila Realty Trust, Inc. | | x | | Whitestone REIT | x | x |

  16. •achieve an appropriate balance between risk and reward that does not incentivize excessive risk taking; and

    2025 Compensation Perspective: Program Changes and Target Pay Opportunity In connection with the Company’s succession planning and leadership transition in 2025, the Compensation Committee undertook a comprehensive review of the compensation program to place greater emphasis on equity‑based compensation and strengthen performance alignment, with the goal of more closely aligning executive compensation outcomes with stockholder interests and to drive and reward growth. The following summarizes the program enhancement made in 2025: •Provided market-based adjustments to target compensation levels for our newly appointed CEO and CFO. Following these adjustments, our CEO and CFO’s compensation continues to be below the median of our Peer Group. •Diversified our short-term incentive program to include additional goals tied to our near-term priorities and recalibrated payout opportunities at threshold and target to be more aligned with prevailing market practice •Adopted a standalone long-term incentive program that includes both time-vesting awards and performance-vesting awards that are only earned to the extent that 3-year relative TSR hurdles are achieved •Approved a differentiated special one-time equity award program that is 100% performance-based and tied to the achievement of rigorous total stockholder returns and total enterprise value growth over a long-term 5-year performance period As a result of these changes, reported compensation for 2025 appears higher than in prior years due to the fact that the Summary Compensation Table includes (1) the backward-looking equity awards granted in arrears for 2024 performance, (ii) the forward-looking equity awards granted on a prospective basis for 2025 services, and (iii) the grant date fair value of the one-time special performance-based equity award. The graphs below summarized the designed allocation of our 2025 target compensation opportunity for our NEOs, based on three primary components of our NEO compensation program: base salary, short-term incentive plan and long-term incentive plan (excluding the value of the one-time equity award).

  17. 2025 SHORT-TERM INCENTIVE PLAN

    2025 SHORT-TERM INCENTIVE PLAN Our short-term incentive plan is designed to motivate and reward our NEOs to achieve critical short-term financial goals and is settled 100% in cash. The 2025 short-term incentive plan (the "2025 STIP") included a broader set of metrics and continued to be tied predominantly to objective financial and operational goals, as in prior years, to ensure that payouts are tied directly to measurable Company performance. In 2025, Messrs. Tibbetts and Barnes-Smith were eligible to participate in the 2025 STIP.

  18. 2025 SHORT-TERM INCENTIVE PLAN

    | Performance Metrics | Why We Selected This Measure | Weighting (%) | | Normalized FFO per share | Key REIT profitability metric | 50 | | Portfolio NOI Growth | Key operational measure that supports effectiveness of rental revenue growth and operating cost management | 20 |

  19. 2025 SHORT-TERM INCENTIVE PLAN

    | AH Realty Trust, Inc. | 43 | Proxy Statement 2026 |

  20. 2025 SHORT-TERM INCENTIVE PLAN

    | Multifamily Same-Store NOI Growth | Key indicator of the effectiveness in managing growth for individual properties and executing our leasing goals | 10 | | Individual Goals | Holds our NEOs accountable for their individual responsibilities and contributions in executing the Company’s strategic business plan | 20 |

  21. 2025 SHORT-TERM INCENTIVE PLAN

    The table below sets forth the 2025 STIP performance metrics, weightings, and actual results:

  22. 2025 SHORT-TERM INCENTIVE PLAN

    | | | 2025 Goals | | | 2025 Results | | | 2025 STIP Metrics | Weighting (%) | Threshold | Target | Maximum | Actual | Goal Achieved | | Corporate | | | | | | | | Normalized FFO/Share | 50 | $1.00 | $1.05 | $1.10 | $1.08 | 130% | | Portfolio NOI Growth | 20 | 1.00% | 1.50% | 2.00% | 3.87% | 150% | | Multifamily Same-Store NOI Growth | 10 | 1.00% | 1.50% | 2.00% | 0.11% | —% | | Individual Goals | 20 | Assessed by the Compensation Committee based on pre-established goals for each individual | | | Above Target | CEO - 140% CFO - 115% |

  23. 2025 SHORT-TERM INCENTIVE PLAN

    The following table illustrates 2025 STIP opportunities at threshold, target, and maximum performance for Messrs. Tibbetts and Barnes-Smith. For 2025, the threshold and maximum opportunity were adjusted based on a review of market practices to 50% of target at threshold and 150% of target at maximum (v. 65% to 135% of target under the 2024 STIP) providing a balanced adjustment to both threshold and maximum payouts that are more aligned with market practice. Based on the Compensation Committee’s review of the quantitative and qualitative factors under the 2025 STIP, which included the Compensation Committee’s assessment of individual performance for the CEO and CFO, on February 13, 2025, the Compensation Committee approved the 2025 STIP awards as follows:

  24. 2025 SHORT-TERM INCENTIVE PLAN

    | | 2025 STIP Opportunity | | | 2025 Results | | Name | Threshold ($) | Target ($) | Maximum ($) | 2025 STIP Payout | | Shawn J. Tibbetts | 387,500 | 775,000 | 1,162,500 | $953,250 | | Matthew T. Barnes-Smith | 150,000 | 300,000 | 450,000 | $354,000 |

  25. 2025 SHORT-TERM INCENTIVE PLAN

    For purposes of the STIP, we first calculate FFO, a supplemental non-GAAP financial measure, in accordance with the standards established by the National Association of Real Estate Investment Trusts (“Nareit”). However, because we believe that the computation of FFO in accordance with Nareit’s definition includes certain items that are not indicative of the results provided by our portfolio and affect the comparability of our year-over-year performance, we also use Normalized FFO for the STIP. Management believes that Normalized FFO is a more useful performance measure that excludes certain items, including, but not limited to, debt extinguishment losses and prepayment penalties, impairment of intangible assets and liabilities, property acquisition, development, and other pursuit costs, mark-to-market adjustments for interest rate derivatives, severance-related costs, and other non-comparable items. The Compensation Committee retains the discretion to equitably adjust the quantitative metrics to account for one-time events such as capital raising. LEGACY 2025 SHORT-TERM INCENTIVE PLAN For 2025, prior to his termination, Mr. Apperson remained in a legacy program aligned with our near-term priorities. Under the Legacy 2025 STIP, earned amounts are paid 40% in cash and 60% in equity. For 2025, the threshold and maximum thresholds were set at 65% of target at threshold and 135% of target at maximum. The table below sets forth Mr. Apperson’s 2025 Legacy STIP opportunities at threshold, target, and maximum performance.

  26. 2025 SHORT-TERM INCENTIVE PLAN

    | AH Realty Trust, Inc. | 44 | Proxy Statement 2026 |

  27. 2025 SHORT-TERM INCENTIVE PLAN

    | | Cash Portion of 2025 STIP | | | | Name | Threshold ($) | Target ($) | Maximum ($) | | Eric E. Apperson | 103,773 | 159,650 | 215,528 |

  28. 2025 SHORT-TERM INCENTIVE PLAN

    | | Equity Portion of 2025 STIP | | | | Name | Threshold ($) | Target ($) | Maximum ($) | | Eric E. Apperson | 157,333 | 242,050 | 326,766 |

  29. 2025 SHORT-TERM INCENTIVE PLAN

    In connection with Mr. Apperson’s termination, Mr. Apperson received a pro-rata amount of the cash portion of his 2025 Legacy STIP award, and the equity portion was forfeited. See “Potential Payments Upon Termination or Change in Control” for additional information about Mr. Apperson’s separation payments.

  30. 2025 LONG-TERM INCENTIVE PLAN

    2025 LONG-TERM INCENTIVE PLAN Long-term incentive compensation is a critical element of our executive compensation framework that aligns our NEOs’ compensation with the Company’s long-term strategy, stockholder interests and retention. Historically, our NEOs’ equity award opportunity was granted under our STIP, representing the equity portion of the award. Beginning in 2025, in light of the Company’s ongoing leadership transition and strategic evolution, and in order to increase the portion of our NEOs’ compensation that is delivered in the form of equity the Compensation Committee adopted a more market-aligned approach to the 2025 long-term incentive plan (the "2025 LTIP") where equity awards are granted at the commencement of the performance year. These equity awards are granted in the form of LTIP Units under our Equity Incentive Plan. For definition of LTIP Units, please refer to LTIP Units section on page 47.

  31. 2025 LONG-TERM INCENTIVE PLAN

    | Time-Based LTIP Units | • | Designed to promote retention, reinforce our NEOs’ alignment with our stockholders and promote an ownership mentality for our management team | | | • | Granted in LTIP Units that vest ratably over three years | | Performance-Based LTIP Units | • | Designed to encourage our NEOs to focus on sustaining our long-term performance | | | • | Granted in LTIP Units that vest at the end of a three-year performance period based on relative TSR performance compared to custom group of comparable REITs |

  32. 2025 LONG-TERM INCENTIVE PLAN

    On February 13, 2025, the Compensation Committee approved grants of Time-Based LTIP Units and Performance-Based LTIP Units to Messrs. Tibbetts and Barnes-Smith. The 2025 LTIP Unit values were determined at the discretion of the Compensation Committee based on a review of competitive market data, internal equity considerations and Company and individual performance, which amounts are set forth in the table below. Mr. Apperson did not receive an award under the 2025 LTIP.

  33. 2025 LONG-TERM INCENTIVE PLAN

    | | 2025 Target LTIP | | | Name | Target Time-Based LTIP Units | Target Performance-Based LTIP Units | | Shawn J. Tibbetts | $850,000 | $750,000 | | Matthew T. Barnes-Smith | $325,000 | $300,000 | | Total 2025 LTIP | $1,175,000 | $1,050,000 |

  34. 2025 LONG-TERM INCENTIVE PLAN

    The Time-Based LTIP Units vest one-third on each of the first three anniversaries of the grant date, subject to continued employment through each such vesting date.

  35. 2025 LONG-TERM INCENTIVE PLAN

    | AH Realty Trust, Inc. | 45 | Proxy Statement 2026 |

  36. 2025 LONG-TERM INCENTIVE PLAN

    The Performance-Based LTIP Units vest based on the Company’s relative TSR performance against a comparator group of peer companies at the end of a three-year performance period, subject to continued employment through such vesting date. The Performance- Based LTIP Awards may vest between 50% and 200% of target (at threshold and maximum, with interpolation used where performance falls between stated goals). To the extent that performance falls below threshold, no awards will be earned. The following reflects the performance metrics for the Performance-Based LTIP Units:

  37. 2025 LONG-TERM INCENTIVE PLAN

    | | 2025 LTIP Performance Goals | | | | | Threshold (50% of Target) | Target (100% of Target) | Maximum (200% of Target) | | Relative TSR Performance v. Custom Peer Group | 25th percentile | 55th percentile | 75th percentile |

  38. 2025 SPECIAL PERFORMANCE-BASED LTIP EQUITY AWARD PROGRAM

    2025 SPECIAL PERFORMANCE-BASED LTIP EQUITY AWARD PROGRAM In connection with our succession planning efforts and in consideration of the strategic actions being taken to reposition the Company, the Compensation Committee determined that a special performance-based equity award program would be appropriate to recognize the Company’s strategic growth plan under the new leadership team and to incentivize the achievement of long-term growth goals, including stockholder value creation that is not fully captured under the annual LTIP program. In its consideration of the program design, the Compensation Committee intended for the program to award significant performance achievements while also ensuring that the program was aligned with best governance practices, as follows: •100% Performance-Based. Only provides value to the extent meaningful stockholder value is created above specified metrics. •Long-Term Performance. Performance is assessed in the final year of a five-year performance period (i.e., no interim payouts during the performance period), as compared to the three-year performance period under our annual grant structure. •Rigorous Performance Metrics. In order to earn the maximum award, the Company must have achieved over the performance period both absolute TSR growth of 100% and total enterprise value growth to $4.0 billion, nearly doubling our size and generating approximately $600 million in stockholder value. While these hurdles were intentionally rigorous at the time they were established, the planned sale of non‑core businesses pursuant to the Company’s strategic reset makes achievement of these goals even more challenging. •Total Pool. The program design was constructed such that at the end of the performance period an overall share pool would be equal to $15.0M, which would represent approximately 2.4% of stockholder value. The number of units granted will be determined by dividing the $15.0M by the stock price at grant date required to achieve 100% total shareholder return, assuming a consistent dividend over the performance period. The awards granted to our NEOs under the 2025 Special LTIP Program are set forth in the table below, which reflects the potential value at maximum and the grant date value in accordance with ASC Topic 718:

  39. 2025 SPECIAL PERFORMANCE-BASED LTIP EQUITY AWARD PROGRAM

    | AH Realty Trust, Inc. | 46 | Proxy Statement 2026 |

  40. 2025 SPECIAL PERFORMANCE-BASED LTIP EQUITY AWARD PROGRAM

    | Name | 2025 Special Award Allocation % | 2025 Special Award LTIP Awards ($) | | Shawn J. Tibbetts | 50% | $7,500,000 | | Matthew T. Barnes-Smith | 20% | $3,000,000 | | Other Executives | 30% | $4,500,000 | | | 100% | $15,000,000 |

  41. 2025 SPECIAL PERFORMANCE-BASED LTIP EQUITY AWARD PROGRAM

    The following reflects the performance metrics and related payouts under the program:

  42. 2025 SPECIAL PERFORMANCE-BASED LTIP EQUITY AWARD PROGRAM

    | Total Enterprise Value | | Cumulative Total Stockholder Return | | | | | | | | 40% | 55% | 70% | 85% | 100% | | | $2.4 B | 0.0% | 12.5% | 25.0% | 37.5% | 50.0% | | | $2.8 B | 12.5% | 25.0% | 37.5% | 50.0% | 62.5% | | | $3.2 B | 25.0% | 37.5% | 50.0% | 62.5% | 75.0% | | | $3.6 B | 37.5% | 50.0% | 62.5% | 75.0% | 87.5% | | | $4.0 B | 50.0% | 62.5% | 75.0% | 87.5% | 100.0% |

  43. LTIP UNITS

    LTIP UNITS LTIP units are a special class of partnership interests in the Operating Partnership. Our Operating Partnership has two classes of LTIP units: (1) Time-Based LTIP units, which have time-based vesting conditions (“Time-Based LTIP units”), and (2) Performance LTIP units, which have performance-based vesting conditions (“Performance LTIP units”). Each LTIP unit awarded is deemed equivalent to an award of one share of stock under the Equity Incentive Plan, reducing the availability for other equity awards on a one-for-one basis. Initially, each LTIP unit has a capital account balance of zero and, therefore, the holder of the LTIP unit would receive nothing if the Operating Partnership were liquidated immediately after the LTIP unit is awarded. Under the terms of the Operating Partnership’s agreement of limited partnership, the Operating Partnership will revalue for tax purposes its assets upon the occurrence of certain specified events, and any increase in valuation from the time of grant until such event will be allocated first to the holders of LTIP units to equalize the capital accounts of such holders with the capital accounts of holders of OP units. Subject to any agreed upon exceptions (including pursuant to the applicable LTIP unit award agreement), once vested and having achieved parity with holders of OP units, LTIP units are convertible into OP units on a one-for-one basis, which, in turn, may be tendered for cash equal to the then-current market value of one share of common stock or, at our election, one share of common stock. Compensation Committee Interlocks and Insider Participation The members of the Compensation Committee of the Board of Directors are Ms. Boykin and Messrs. Allen and Cherry, with Mr. Cherry serving as chairperson, each of whom is an independent director. None of our executive officers served as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers serving as a member of our Board of Directors or the Compensation Committee. Accordingly, during the fiscal year ended December 31, 2025, there were no interlocks with other companies within the meaning of the SEC’s proxy rules. Severance Plan

  44. LTIP UNITS

    | AH Realty Trust, Inc. | 47 | Proxy Statement 2026 |

  45. LTIP UNITS

    Employees of our operating partnership and its affiliates who are members of a select group of management or highly compensated employees are subject to our Severance Plan, which provides severance benefits upon a termination of employment under certain circumstances. See “Potential Payments Upon Termination or Change of Control.”

  46. LTIP UNITS

    | AH Realty Trust, Inc. | 48 | Proxy Statement 2026 |

  47. LTIP UNITS

    Compensation Tables and Narratives

  48. COMPENSATION TABLES AND NARRATIVES

    COMPENSATION TABLES AND NARRATIVES Summary Compensation Table The following table sets forth a summary of all compensation earned, awarded, or paid, as applicable, to our NEOs in the fiscal years ended December 31, 2025, 2024, and 2023. As described above in the Compensation Discussion & Analysis, the Compensation Committee determined to conform the 2025 equity award program to prevailing market practice and grant equity awards on a prospective (forward-looking) basis as compared to our historical practice of granting equity awards in arrears (backward-looking based on the prior year's performance). As such, in accordance with SEC rules, the 2025 Summary Compensation Table includes the equity awards granted in early 2025 for both the 2024 (in arrears) and 2025 (prospective) service periods.

  49. COMPENSATION TABLES AND NARRATIVES

    | Name | Year | Salary ($) | Equity Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation ($) | Total ($) | | Shawn J. Tibbetts Chairman, Chief Executive Officer, and President | 2025 | 672,385 | 4,411,428 | 953,250 | 54,843(3) | 6,091,906 | | | 2024 | 512,120 | 663,714 | 337,500 | 59,518 | 1,572,852 | | | 2023 | 498,068 | 540,852 | 225,000 | 65,858 | 1,329,778 | | Matthew T. Barnes-Smith Chief Financial Officer and Treasurer | 2025 | 419,713 | 1,780,995 | 354,000 | 40,451(3) | 2,595,159 | | | 2024 | 392,838 | 251,749 | 236,250 | 42,896 | 923,733 | | | 2023 | 348,078 | 135,216 | 125,000 | 39,453 | 647,747 | | Eric E. Apperson President of Construction(5) | 2025 | 187,557 | 320,382 | — | 1,349,788(4) | 1,857,727 | | | 2024 | 422,506 | 297,529 | 209,250 | 57,292 | 986,577 | | | 2023 | 411,545 | 270,432 | 150,000 | 60,669 | 892,646 |

  50. EQUITY ACCELERATION

    | | PEO | | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(3) ($) | Value of Initial Fixed $100 Investment Based on | | | Company Selected Performance Measure | | Year | Summary Compensation Table Total ($) | Compensation Actually Paid(1) ($) | | | Total Shareholder Return(4)(5) ($) | Peer Group Total Shareholder Return(4)(6) ($) | Net Income ($) (MM) | Normalized FFO(7) ($) (MM) | | 2025 | 6,091,906 | 4,929,490 | 2,226,443 | 1,922,771 | 82 | 138 | 3.9 | 110.4 | | 2024(8) | 2,805,718 | 2,618,853 | 1,280,444 | 1,249,836 | 75 | 123 | 42.5 | 118.9 | | 2023(8) | 2,541,650 | 2,576,199 | 942,377 | 948,227 | 84 | 114 | 7.7 | 110.5 | | 2022(8) | 2,679,430 | 2,485,387 | 893,722 | 833,642 | 73 | 100 | 100.0 | 107.2 | | 2021(8)(9) | 2,102,957 | 2,269,344 | 794,553 | 846,855 | 91 | 132 | 25.5 | 87.6 |

  51. EQUITY ACCELERATION

    | | Reconciliation of Summary Compensation Total vs Compensation Actually Paid (PEO) ($) | | | | | | | | | Year | Total Compensation as reported in the Summary Compensation Table (SCT) | Minus: SCT Equity Awards | Add: Fair value at end of fiscal year of equity compensation granted within applicable year(8) | Add: Vesting date fair value of equity compensation granted and vested within applicable year(8) | Add: Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during applicable fiscal year | Add: Year-over-year change in fair value of outstanding, unvested prior year equity awards | Minus: Fair value of forfeitures during the fiscal year as of the forfeiture date(8) | Equals: Compensation Actually Paid to PEO(8) | | 2025 | 6,091,906 | (4,411,428) | 3,041,343 | 364,901 | (34,678) | (122,554) | — | 4,929,490 | | 2024 | 2,805,718 | (1,067,043) | — | 1,043,533 | (163,355) | — | — | 2,618,853 | | 2023 | 2,541,650 | (966,750) | 972,134 | 386,700 | 28,727 | — | (386,262) | 2,576,199 | | 2022 | 2,679,430 | (981,770) | 455,860 | 392,720 | (7,575) | (53,278) | — | 2,485,387 | | 2021 | 2,102,957 | (452,588) | 326,971 | 181,043 | 50,493 | 60,468 | — | 2,269,344 |

  52. EQUITY ACCELERATION

    | | Reconciliation of Average Summary Compensation Table Total vs Average Compensation Actually Paid (other NEOs) ($) | | | | | | | | | Year | Average Compensation as reported in the Summary Compensation Table (SCT) | Minus: SCT Equity Awards | Add: Fair value at end of fiscal year of equity compensation granted within applicable year(8) | Add: Vesting date fair value of equity compensation granted and vested within applicable year(8) | Add: Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during applicable fiscal year | Add: Year-over-year change in fair value of outstanding, unvested prior year equity awards | Minus: Fair value of forfeitures during the fiscal year as of the forfeiture date(8) | Equals: Average Compensation Actually Paid to Non-PEO NEOs(8) | | 2025 | 2,226,443 | (1,050,689) | 610,131 | 191,227 | (31,445) | (22,896) | — | 1,922,771 | | 2024 | 1,280,444 | (366,283) | 188,177 | 188,822 | (20,699) | (20,625) | — | 1,249,836 | | 2023 | 942,377 | (321,132) | 193,195 | 128,455 | 6,784 | 6,256 | (7,708) | 948,227 | | 2022 | 893,722 | (298,502) | 149,870 | 105,464 | (1,950) | (14,962) | — | 833,642 | | 2021 | 794,553 | (151,557) | 109,489 | 60,628 | 15,119 | 18,623 | — | 846,855 |

  53. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE The following graphs illustrate the relationship during 2020-2025 of the Compensation Actually Paid to our CEO and the Average Compensation Actually Paid to our other NEOs (each as set forth in the table above), to (i) our cumulative TSR and the cumulative TSR of the constituent companies in the MSCI US REIT Index, (ii) our GAAP net income, and (iii) our Normalized FFO (in each case as set forth in the table above):

  54. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    | AH Realty Trust, Inc. | 57 | Proxy Statement 2026 |

  55. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    | AH Realty Trust, Inc. | 58 | Proxy Statement 2026 |

  56. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    Refer to Appendix A for the reconciliation of Normalized FFO to Net Income.