ahh-20260430

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨						Preliminary Proxy Statement
¨						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x						Definitive Proxy Statement
¨						Definitive Additional Materials
¨						Soliciting Material under §240.14a-12

AH REALTY TRUST, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 30, 2026

Letter From Our Chairman, President and CEO

Dear Fellow Stockholders,

Following my first full year as CEO and recent appointment as Chairman of the Board of Directors, I want to thank you for your continued trust and confidence in AH Realty Trust.

Over the last year, your Board and management team conducted a rigorous review of the company’s business, strategy, and capital allocation plan. Through this process, we aligned on a clear path to reposition and transform the company. We are pleased with the significant progress we have already made and are confident we are taking the right actions to drive long-term value creation for shareholders.

A Foundational Year

2025 was a foundational year for AH Realty Trust.

We streamlined the company’s operations, deepened market‑specific expertise, and strengthened execution across our operating markets. At the same time, broader macroeconomic market developments have reinforced the stability and resilience of our retail and office portfolio. At year-end, our stabilized retail and office portfolios were 94.9% and 96.4% occupied, respectively.

In 2025, we also increased our focus on balance sheet strength and disciplined capital allocation. The Board modified our dividend structure to align with stabilized, recurring cash flows and support long-term resiliency for the benefit of stockholders.

Strategic Transformation

In February 2026, we publicly outlined the comprehensive transformation and corporate rebranding of AH Realty Trust, fundamentally resetting the company and defining our long‑term strategic priorities. We highlighted a few important priorities, including simplifying the company’s operating model, exiting non-core businesses, reducing leverage, and strengthening the balance sheet.

With a clear path forward, we are taking decisive actions to create a leaner and more agile REIT positioned for success. We are sharpening our focused retail and office portfolios, consistent with our intent to own and operate high‑quality assets in growth markets where we believe we can create durable competitive advantage.

We have made significant progress, including taking steps to exit the multifamily property sector and divesting our fee-based construction and real estate financing businesses. Since announcing the restructuring in early 2026, we have:

•Entered an agreement to sell 11 of the 14 multifamily assets to Harbor Group International;

•Completed the sale of two multifamily notes previously held within our real estate financing platform; and

•Entered an agreement to sell the construction business.

2026 represents a transition year for AH Realty Trust. The Board and management team are confident that this transformation will position the company with lower leverage and greater operational flexibility to capitalize on opportunities across market cycles while generating consistent cash flows, disciplined growth, and superior risk-adjusted returns.

Executive Leadership Team Built for the Next Chapter

We successfully completed the leadership succession initiated in 2024 with my appointment as CEO at the beginning of 2025. As part of our transition, we are rebuilding with the right people, focus, and operating discipline. We have unified our leadership structure and expanded the executive team with cross‑industry expertise spanning finance, operations, logistics, and infrastructure. In parallel, we have redistributed operating responsibilities to enhance accountability, agility, and execution.

A Board Aligned with Strategic Transformation

Our highly engaged Board of Directors is comprised of industry leaders who bring a distinct combination of skills and expertise deliberately aligned with AH Realty Trust’s new long-term strategy, including real estate and construction, capital markets, and cybersecurity. As part of our ongoing Board refreshment process, we are pleased to nominate Lori Wittman and Theodore Bigman to stand for election at the 2026 Annual Meeting. Ms. Wittman and Mr. Bigman are experienced executives with deep real estate, capital markets, and capital allocation expertise that will bolster the Board’s oversight of the company’s competitive positioning and ongoing transformation.

We would also like to acknowledge the service of Dennis Gartman and George Allen who will not stand for reelection to the Board at the Annual Meeting. We thank Mr. Gartman and Mr. Allen, who have played important roles in our evolution, and we wish them the best in their next chapters.

We are confident that our Board provides effective oversight of the execution of our strategy. To further reinforce our governance framework, this past year we elected a new Lead Independent Director, James Carroll. James coordinates closely with me and the Board’s other independent directors to hold management accountable and ensure we are successfully advancing our strategy to position AH Realty Trust for long-term growth.

We Ask for Your Support

On behalf of the entire Board and management, thank you for your continued support and investment. With our clear strategy and strong leadership, we are confident in our ability to successfully complete the transformation and deliver on AH Realty Trust’s full potential in its next chapter of growth.

Your vote is very important to us. We encourage you to read our Proxy Statement in its entirety, and we ask that you support our recommendations.


Sincerely,


Shawn J. Tibbetts
Chairman, Chief Executive Officer, and President

Notice of Annual Meeting of Stockholders

NOTICE IS HEREBY GIVEN for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of AH Realty Trust, Inc.

Annual Meeting

Date: Wednesday, June 17, 2026

Time: 9:00 a.m. Eastern Time

Location: Virtual meeting at www.virtualshareholdermeeting.com/AHRT2026

Record Date: April 24, 2026

Ways to Vote

By Internet

By Telephone

By Mail

Log on to www.proxyvote.com and follow the on-screen instructions. You will be prompted to enter certain information that can be found on your proxy card.

Call toll-free 1.800.690.6903 and follow the instructions.

You will be prompted for certain information that can be found on your proxy card.

Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided.

The purposes of the meeting are:


1						To elect the nine director nominees named in the Proxy Statement to serve as directors for one-year terms until the 2027 annual meeting of stockholders and until their successors are duly elected and qualify;

2						To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;

3						To approve, in a non-binding, advisory vote, the compensation of our named executive officers;

4						To transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) of the Annual Meeting.

The Proxy Statement accompanying this notice describes each of these items of business in detail. The Board of Directors has fixed the close of business on April 24, 2026 as the record date for the determination of stockholders entitled to notice and voting rights at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

We will be hosting a virtual Annual Meeting of Stockholders live via webcast this year. To attend the Annual Meeting virtually, please visit the web portal located at www.virtualshareholdermeeting.com/AHRT2026 and enter the control number found on the proxy card or voting instruction form. If you plan to attend the Annual Meeting, please visit the website at https://ir.ahrealtytrust.com, press releases, and our filings with the U.S. Securities and Exchange Commission for any changes or updates one week prior to the Annual Meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.

By Order of the Board of Directors,

Y. Summer Chu

EVP of Legal and Corporate Secretary

Virginia Beach, Virginia

April 30, 2026

Your vote is important. Whether or not you expect to attend the Annual Meeting, please vote online, by telephone, or complete, date, sign, and promptly return the proxy card so that your shares may be represented at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 17, 2026.

This Notice of Annual Meeting, the Proxy Statement, the proxy card sample and our 2025 Annual Report to

Stockholders/Form 10-K for the year ended December 31, 2025, are available at www.proxyvote.com.

Table of Contents


Proxy Summary	1	Report of the Audit Committee	34
About the Meeting	5	Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	35
Proposal 1: Election of Directors	9	Vote Required and Recommendation	35
Vote Required and Recommendation	20	Proposal 3: Advisory Vote On Executive Compensation	37
Corporate Governance and Board Matters	21	Vote Required and Recommendation	37
Board Leadership Structure	21	Compensation Committee Report	38
Corporate Governance Guidelines	21	Executive Officers	39
Independence of Directors	21	Compensation Discussion and Analysis	40
Board and Committee Meetings	22	Compensation Tables and Narratives	49
Executive Sessions of Non-Management Directors	22	Summary Compensation Table	49
Board Membership	22	Grants of Plan-Based Awards	50
Majority Voting Standard for Uncontested Director Elections	22	Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table	50
Succession Planning	22	Outstanding Equity Awards at Fiscal Year-End December 31, 2025	52
Director Nominee Selection Process	23	2025 Option Exercises and Stock Vested	52
Stockholder Amendments to Bylaws	24	Potential Payments Upon Termination or Change in Control	53
Board Self-Assessment and Evaluation	24	CEO Pay Ratio	55
Role of the Board in Risk Oversight	24	Pay Versus Performance	55
Board Committees	25	Principal Stockholders	60
Stock Ownership Guidelines	27	Other Matters	62
Insider Trading Policy	27	Delinquent Section 16(a) Reports	62
Hedging, Pledging and Short-Term Speculative Transactions	27	Other Matters to Come Before the 2026 Annual Meeting	62
Clawback Policy	27	Stockholder Proposals and Communication with the Board	62
Information Security	27	Proxy Access Procedures for the 2027 Annual Meeting	63
Code of Business Conduct and Ethics	28	Householding of Proxy Materials	63
Availability of Corporate Governance Materials	29
Related Party Transactions	30
Related Party Transaction Policy	30
Related Party Transactions	30
Indemnification of Officers and Directors	30
Director Compensation	31
Elements of 2025 Director Compensation	31
Director Compensation for 2025	32
Executive Chairman Compensation	33

Proxy Summary

Logistics

This summary highlights information that is contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and we encourage you to read this entire Proxy Statement carefully before voting. On or about April 30, 2026, we intend to make this Proxy Statement available online and to mail the Notice of Internet Availability of Proxy Materials (the "Notice") to all stockholders entitled to vote at the Annual Meeting.

In this Proxy Statement, the “Company,” “we,” “our” and “us” refer to AH Realty Trust, Inc. (previously Armada Hoffler Properties, Inc.)

Voting Matters and Board Vote Recommendations


Proposal	Agenda Item	Board Vote Recommendation	Page Reference
1	Election of Directors	FOR	9
2	Ratification of KPMG LLP	FOR	35
3	Advisory Vote on Executive Compensation	FOR	37
4	Any other business	FOR	62

AH Realty Trust, Inc.

Proxy Statement 2026

Proxy Summary

About AH Realty Trust

AH Realty Trust is a real estate investment trust (“REIT”) with over four decades of experience. The Company owns and operates high-quality retail and office assets located primarily in the Mid-Atlantic and Southeastern United States. AH Realty Trust focuses on disciplined capital allocation and long-term value creation for stockholders.

In February 2026, the Company announced a strategic corporate rebranding to better reflect the long‑term vision. As part of this initiative, the Company adopted the new corporate name AH Realty Trust and transitioned our New York Stock Exchange ticker symbol from AHH to AHRT. This repositioning aligns the Company's identity more closely with its core strengths in real estate ownership and operations, while supporting clearer market recognition and engagement with investors.

2025 Business Highlights

Some of the business highlights include the following:


$0.78	(1)	$1.08	(1)	95.3%
Full Year FFO Per Diluted Share		Full Year Normalized FFO Per Diluted Share		Wtd. Avg Stabilized Portfolio Occupancy as of December 31, 2025
59%		859K		14.0%
ABR in Mixed-Use Communities		Square Feet of New and Renewed Commercial Space for the Full Year of 2025		Fourth Quarter Commercial New and Renewed Lease Spread Increase, GAAP
7.7%		8.9%		8.3%
Commercial Same Store NOI, GAAP Increase 4Q2025 vs. 4Q2024		Commercial Same Store NOI, Cash Increase 4Q2025 vs. 4Q2024		Fourth Quarter Commercial New and Renewed Lease Spread, Cash

(1)Refer to Appendix A for a definition of FFO and Normalized FFO, which are both non-GAAP measures.

AH Realty Trust, Inc.

Proxy Statement 2026

Proxy Summary

Corporate Governance Highlights


Board Structure & Independence			•Independent Lead Director •6 of 9 director nominees are independent; Audit, Compensation, and Nominating and Corporate Governance committees each entirely comprised of independent directors •Executive sessions of independent directors held at every regular Board and Committee meeting •Mandatory director retirement age of 80 years
Stockholder Rights			•The Board is prohibited from electing to classify the Board of Directors without first obtaining stockholder approval •Annual election of directors •Annual say-on-pay advisory vote •Majority voting policy for elections of directors in uncontested elections •Proxy access: In accordance with the Company bylaws, a stockholder, or group of up to 20 stockholders, owning at least 3% of the Company's outstanding shares of common stock continuously for at least 3 years can nominate and include in the Company's proxy materials eligible director nominees up to the greater of (i) 20% of the number of directors up for election at the Company's annual meeting or (ii) 2 director nominees •The Company bylaws permit stockholders to submit binding proposals to amend the bylaws and request a special meeting
Board Oversight			•Provides structured oversight of the Company's corporate strategy and risk management •Conducts an annual board self-evaluation •Board and senior management succession planning •Ethics and compliance program oversight by Audit Committee •Cybersecurity policy oversight by Audit Committee •Annual enterprise level risk analyses with Board, and oversight by Audit Committee
Accountability and Governance Practice			•Maintains stock ownership policy for directors and NEOs and stock retention requirement for directors and NEOs who have not achieved the applicable stock ownership level •Prohibition of hedging and pledging Company stock by directors and NEOs pursuant to our Anti-Hedging Policy •Maintains Incentive Compensation Clawback Policy •Maintains Code of Business Conduct and Ethics applicable to all directors, officers, employees, and vendors
Executive Compensation			•Provides short-term incentive opportunities for the Company's NEOs based primarily on financial and operating results •Awards long-term incentives for NEOs largely based on relative total shareholder return (TSR) •Conducts annual risk assessment of executive compensation program •Allocates a significant portion of target incentive opportunities to at-risk, variable incentives

Board Highlights

AH Realty Trust, Inc.

Proxy Statement 2026

Proxy Summary

Compensation Highlights

As part of the year-end 2024 compensation process, and in connection with the Company’s succession planning efforts and leadership transition, the Compensation Committee undertook a deliberate and comprehensive review of our overall compensation program. This review was conducted with a clear intent to ensure strong alignment with stockholder interests and to support the Company’s long-term strategic and financial objectives. The Committee prioritized a market-based approach, evaluating competitive benchmarks and external best practices in determining both target compensation levels and the overall program design. As a result, enhancements were made to better position the program to drive long-term value creation, reward sustained performance, reinforce leadership accountability, and support the Company’s future growth and success.

In conducting this review, the Committee focused on transparency, governance, and alignment with long-term stockholder value, with an emphasis on total shareholder return (TSR) as a key measure of performance. See Compensation Discussion and Analysis for the specific enhancements made to the program.

Stakeholder Engagement Highlights

We believe active engagement with our stakeholders is essential to long-term value creation and informed decision-making. The Company maintains an ongoing dialogue with a broad range of stakeholders, including stockholders, lenders, tenants, employees, partners, and the communities in which we operate. These engagements provide valuable insight into stakeholder priorities, market trends, operational considerations, and emerging risks and opportunities.

Engagement with stockholders and lenders occurs through regular communications, meetings, and disclosures, allowing us to understand investor perspectives and maintain transparency regarding our strategy, performance, and governance practices. We engage tenants and partners through structured communications, collaboration, and feedback mechanisms to support strong relationships and aligned outcomes. Employee engagement is supported through ongoing communication, performance discussions, and opportunities for feedback, reinforcing our culture and operational effectiveness. Additionally, we seek to be a responsible corporate citizens by engaging with local communities, supporting initiatives aligned with our values, and considering community impact as part of our decision-making processes. Input from these stakeholder groups is shared, as appropriate, with management and the Board to inform oversight and strategy.

AH Realty Trust, Inc.

Proxy Statement 2026

About the Meeting

About The Meeting

Why am I receiving this Proxy Statement?

This Proxy Statement contains information related to the solicitation of proxies in connection with our 2026 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held in a virtual-only meeting format, on June 17, 2026, at 9:00 a.m. Eastern Time, for the purposes stated in the accompanying Notice of Annual Meeting of Stockholders (the "Notice"). This solicitation is made by AH Realty Trust, Inc. on behalf of our Board of Directors (also referred to as the “Board” in this Proxy Statement).

We have elected to provide access to our proxy materials online. Accordingly, we are sending the Notice to our stockholders of record on April 24, 2026 (the “Record Date”). All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to request a printed copy by mail or electronically may be found in the Notice and on the website referred to in the Notice, including an option to request paper copies on an ongoing basis. On or about April 30, 2026, we intend to make this Proxy Statement available online and to mail the Notice to all stockholders entitled to vote at the Annual Meeting. We intend to mail this Proxy Statement, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested paper copies of such materials, within three business days of such request.

The Notice of Annual Meeting of Stockholders, this Proxy Statement, the proxy card sample, and our 2025 Annual Report to Stockholders/Form 10-K for the year ended December 31, 2025 are available at www.proxyvote.com and may also be accessed through our investor relations website at https://ir.ahrealtytrust.com. You are encouraged to access and review all of the important information contained in the proxy materials before voting.

What am I being asked to vote on?

You are being asked to vote on the following proposals:


Proposal 1	Election of Directors	The election of the nine director nominees named in this Proxy Statement, each for a term expiring at the 2027 annual meeting of stockholders, and until his or her successor is duly elected and qualifies;
Proposal 2	Ratification of KPMG LLP	The ratification of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;
Proposal 3	Advisory Vote on Executive Compensation	The approval (on an advisory, non-binding basis) of the compensation of our named executive officers.

Who is entitled to vote at the Annual Meeting?

Only holders of record of our common stock at the close of business on the Record Date (April 24, 2026) are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting. Our common stock constitutes the only class of securities entitled to vote at the Annual Meeting.

What are the voting rights of stockholders?

Each share of our common stock outstanding on the Record Date entitles its holder to cast one vote on each matter to be voted on.

No dissenters’ rights are provided under the Maryland General Corporation Law, our Articles of Amendment and Restatement, as amended, or our amended and restated bylaws ("bylaws") with respect to any of the proposals described in this Proxy Statement.

Who can attend the Annual Meeting?

All holders of our common stock at the close of business on the Record Date (April 24, 2026), or their duly appointed proxies, are authorized to attend the Annual Meeting. Stockholders who wish to participate in the Annual Meeting may attend by visiting the web

AH Realty Trust, Inc.

Proxy Statement 2026

About The Meeting

portal located at www.virtualshareholdermeeting.com/AHRT2026 and entering the control number found on the proxy card or voting instruction form.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Many stockholders hold their shares through a stockbroker, bank, or other nominee rather than directly in their own name.
As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record: If your shares are registered directly in your name with our transfer agent, Broadridge Financial Solutions, Inc., you are considered the stockholder of record of those shares and the Notice is being sent directly to you by us.

Beneficial Owner of Shares Held in Street Name: If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name”, and the Notice is being forwarded to you by your broker or nominee, which is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker on how to vote your shares and are also invited to attend the Annual Meeting.

What will constitute a quorum at the Annual Meeting?

The presence at the Annual Meeting, virtually or by proxy, of the holders of a majority of our common stock outstanding on the Record Date (April 24, 2026) will constitute a quorum, permitting the stockholders to conduct business at the Annual Meeting. We will include abstentions and broker non-votes in the calculation of the number of shares considered to be present at the Annual Meeting for purposes of determining the presence of a quorum at the Annual Meeting. As of the Record Date, there were 75,973,679 shares of our common stock outstanding.

If a quorum is not present to transact business at the Annual Meeting or if we do not receive sufficient votes in favor of the proposals by the date of the Annual Meeting, the persons named as proxies may propose one or more adjournments of the Annual Meeting to permit solicitation of additional proxies. The chairperson of the Annual Meeting shall have the power to adjourn the Annual Meeting.

What are broker non-votes?

Broker non-votes occur when nominees, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial owners at least ten days before the Annual Meeting. If that happens, the nominees may vote those shares only on matters deemed “routine” by the New York Stock Exchange ("NYSE"), the exchange on which shares of our common stock are listed. On non-routine matters, nominees cannot vote without instructions from the beneficial owner, resulting in a so-called “broker non-vote.”

Proposal 2 (Ratification of KPMG LLP) is the only proposal that is considered “routine” under the NYSE rules. If you are a beneficial owner and your shares are held in the name of a broker or other nominee, the broker or other nominee is permitted to vote your shares on the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026, even if the broker or other nominee does not receive voting instructions from you.

Under NYSE rules, Proposal 1 (Election of Directors) and Proposal 3 (Advisory Vote on Executive Compensation) are considered “non-routine” proposals. Consequently, if you do not give your broker or other nominee voting instructions, your broker or other nominee will not be able to vote on these proposals, and broker non-votes may exist with respect to the election of directors and the advisory vote on executive compensation.

AH Realty Trust, Inc.

Proxy Statement 2026

About The Meeting

How many votes are needed for the proposals to pass?

The proposals to be voted on at the Annual Meeting have the following voting requirements:


Proposal 1 (Election of Directors)			The affirmative vote of a majority of the votes cast for or against a nominee at a meeting at which a quorum is present is required for the election of directors. For purposes of the election of directors, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
Proposal 2 (Ratification of KPMG LLP)			The affirmative vote of a majority of the votes cast at a meeting at which a quorum is present is required to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026. For purposes of the vote on the ratification of KPMG LLP as our independent registered public accounting firm, abstentions will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
Proposal 3 (Advisory Vote on Executive Compensation)			The affirmative vote of a majority of the votes cast at a meeting at which a quorum is present is required to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. For purposes of the advisory vote on executive compensation, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

Will any other matters be voted on?

As of the date of this Proxy Statement, we are not aware of any matters that will come before the Annual Meeting other than those disclosed in this Proxy Statement. If any other matters are properly brought before the Annual Meeting, the persons named in the accompanying proxy card will vote the shares represented by the proxies on the other matters in the manner recommended by our Board of Directors, or, if no such recommendation is given, in the discretion of the proxy holders.

How do I vote?

If you are a registered stockholder, you may submit your proxy by U.S. mail, internet, or telephone by following the instructions in the Notice. If you requested a paper copy of the proxy materials, you also may submit your proxy card by mail by following the instructions included with your proxy card. The deadline for submitting your proxy card by internet or telephone is 11:59 p.m. Eastern Time on June 16, 2026, which is the day before the Annual Meeting date. The designated proxy will vote according to your instructions. You may also attend the Annual Meeting virtually and vote at the meeting.

If you are a street name or beneficial stockholder because your shares are held in a brokerage account or by a bank or other nominee, your broker or nominee firm will provide you with the Notice. Follow the instructions on the Notice to access our proxy materials and vote by internet or to request a paper or email copy of our proxy materials. If you receive these materials in paper form, the materials include a voting instruction card so that you can instruct your broker or nominee on how to vote your shares.

If you submit your proxy without specifying how you would like your shares voted, your shares will be voted in accordance with the Board’s recommendations specified above under “What are the Board’s voting recommendations?” and in accordance with the discretion of the proxy holders with respect to any other matters that may be voted upon at the Annual Meeting.

If I plan to attend the Annual Meeting, should I still vote by proxy?

Yes. Voting in advance does not affect your right to attend the Annual Meeting. If you send in your proxy card and also attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you want to change your vote.

How are proxy card votes counted?

If the notice and access proxy card is validly submitted and not subsequently revoked, it will be voted as directed by you. Unless contrary instructions are given, the persons designated as proxy holders on the proxy card will vote: “FOR” the election of all nominees for our

AH Realty Trust, Inc.

Proxy Statement 2026

About The Meeting

Board of Directors named in this Proxy Statement; “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; “FOR” the approval of the compensation of our named executive officers, and as recommended by our Board of Directors with regard to any other matters that may properly come before the Annual Meeting, or, if no such recommendation is given, in their own discretion.

May I revoke my vote after I return my proxy card?

Yes. You may revoke a previously granted proxy and change your vote at any time before the taking of the vote at the Annual Meeting by (i) filing with our Corporate Secretary a written notice of revocation or a duly executed proxy card bearing a later date or (ii) attending the Annual Meeting and voting in the virtual meeting portal.

Who pays the costs of soliciting proxies?

We will pay the costs of soliciting proxies, including preparation and mailing of the Notice, preparation and assembly of this Proxy Statement, the proxy card, and the 2025 Annual Report to Stockholders/Form 10-K for the year ended December 31, 2025, coordination of the internet and telephone voting process and any additional information furnished to you by or on behalf of the Company. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries, and custodians holding in their names shares of our common stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of shares of our common stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by internet and mail may be supplemented by telephone or personal solicitation by our directors, officers, or other regular employees.

You are encouraged to rely only on the information provided in this Proxy Statement. We have not authorized anyone to provide you with different or additional information. You should not assume that the information in this Proxy Statement is accurate as of any date other than the date of this Proxy Statement or, where information relates to another date set forth in this Proxy Statement, then as of that date.

AH Realty Trust, Inc.

Proxy Statement 2026

Proposal 1: Election of Directors

As of the date of the proxy statement, our Board is currently comprised of nine directors, all of whom have terms expiring at the Annual Meeting. Seven of the nine nominees are current directors who have been nominated by the Board for re-election. Two current directors, George F. Allen and Dennis H. Gartman, are not standing for re-election. The remaining two nominees, Theodore R. Bigman and Lori B. Wittman, have been nominated for election for the first time. All nominees are to serve as directors for one-year terms until the 2027 annual meeting of stockholders and until their successors are duly elected and qualify. Based on its review of the relationships between the director nominees and the Company, our Board has affirmatively determined that the following directors and director nominees are “independent” under the rules of the NYSE, and under applicable rules of the U.S. Securities and Exchange Commission (the "SEC"): Mses. Jennifer R. Boykin and Lori B. Wittman and Messrs. George F. Allen, Theodore R. Bigman, James A. Carroll, James C. Cherry, Dennis H. Gartman, and F. Blair Wimbush.

The accompanying proxy card will be voted for the election of each of the Board's nine nominees, unless it includes instructions otherwise. The Board knows of no reason why any nominee would be unable to serve as a director. If any nominee is unavailable for election or service, the Board may designate a substitute nominee and the persons designated as proxy holders on the proxy card will vote for the substitute nominee recommended by the Board. Under these circumstances, the Board may also, as permitted by our bylaws, decrease the size of our Board of Directors.

Information about each of the nominees, including biographies, is set forth below and on the following pages.

Director Nominees

The following table sets forth the name and age of each current director and each nominee for election to the Board of Directors, indicating all positions and offices with us currently held by the director.

Board Committee 2 - confidential (10).jpg

(1) Age as of April 30, 2026.

(2) Messrs. Allen and Gartman are not standing for re-election

(3) The Board has not yet determined committee assignments for Mr. Bigman and Mrs. Wittman but expects to following the Annual Meeting, if they are elected.

AH Realty Trust, Inc.

Proxy Statement 2026

Proposal 1: Election of Directors

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.

AH Realty Trust, Inc.

Proxy Statement 2026

Proposal 1: Election of Directors

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

AH Realty Trust, Inc.

Proxy Statement 2026

Proposal 1: Election of Directors

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

AH Realty Trust, Inc.

Proxy Statement 2026

Proposal 1: Election of Directors

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

AH Realty Trust, Inc.

Proxy Statement 2026

Proposal 1: Election of Directors

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

AH Realty Trust, Inc.

Proxy Statement 2026

Proposal 1: Election of Directors

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

AH Realty Trust, Inc.

Proxy Statement 2026

Proposal 1: Election of Directors

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

AH Realty Trust, Inc.

Proxy Statement 2026

Proposal 1: Election of Directors

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

AH Realty Trust, Inc.

Proxy Statement 2026

Proposal 1: Election of Directors

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

AH Realty Trust, Inc.

Proxy Statement 2026

Proposal 1: Election of Directors

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

AH Realty Trust, Inc.

Proxy Statement 2026

Proposal 1: Election of Directors

Vote Required and Recommendation

The affirmative vote of the holders of a majority of all the votes cast for or against a nominee at the Annual Meeting is necessary for the election of the nine director nominees. For purposes of the vote on this proposal, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES SET FORTH ABOVE.

AH Realty Trust, Inc.

Proxy Statement 2026

Corporate Governance

Board Leadership Structure

In connection with Mr. Haddad's retirement as Chief Executive Officer, he was elected as Executive Chairman effective January 1, 2025. He held this position until December 31, 2025. Mr. Tibbetts was appointed Chairman of the Board effective January 1, 2026. Following Ms. Hardy’s retirement from the Board at the 2025 Annual Meeting of Stockholders, Mr. Carroll was elected to serve as Lead Independent Director.

The Board believes that the combination of our Chief Executive Officer and Lead Independent Director provides clear leadership, effective oversight, and strong alignment in the development and execution of the Company’s corporate strategy.

LEAD INDEPENDENT DIRECTOR DUTIES AND RESPONSIBILITIES

•Serving as liaison between the Chairman and the independent directors;

•Presiding at all Board meetings when Chairman is not present, including executive sessions of the independent directors;

•Approving materials sent to the Board and advising on such information;

•Approving meeting agendas for the Board and coordinating with the Chairman with respect to developing such agendas;

•Approving Board meeting schedules to assure sufficient agenda item discussion time and coordinating with the Chairman to develop such schedules;

•Calling meetings of the independent directors;

•Serving as the focal point of communication to our Board of Directors regarding management plans and initiatives;

•Ensuring that the role between Board oversight and management operations is respected;

•Providing the medium for informal dialogue with and between independent directors, allowing for free and open communication within that group; and

•Serving as the communication conduit for third parties who wish to communicate with our Board of Directors.

The Lead Independent Director is selected annually by a majority of the independent directors then serving on the
Board of Directors.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines, which describe the Board's responsibility for oversight of the business and affairs of the Company as well as guidelines for determining director independence and consideration of potential nominees to the Board. The Corporate Governance Guidelines can be found on the Company's website at https://ir.ahrealtytrust.com. The Board, directly and through its Nominating and Corporate Governance Committee, regularly reviews developments and best practices in corporate governance and makes modification to the Corporate Governance Guidelines, committee charters and other key governance documents, policies and practices as it determines necessary or appropriate.

Independence of Directors

NYSE listing standards require NYSE-listed companies to have a majority of independent board members and a nominating/corporate governance committee, a compensation committee, and an audit committee, each comprised solely of independent directors. Under the NYSE listing standards, no director of a company qualifies as “independent” unless the Board of Directors of the Company affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, stockholder, or officer of an organization that has a relationship with such company).

The Board has affirmatively determined that six of the nine director nominees are independent under the requirements of the NYSE. All of the members of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are independent directors under the requirements and rules of the NYSE and other applicable laws, rules and regulations. Messrs. Hoffler, Haddad, and Tibbetts are not independent directors.

AH Realty Trust, Inc.

Proxy Statement 2026

Corporate Governance

Board and Committee Meetings

During the fiscal year ended December 31, 2025, the Board of Directors met ten times. During 2025, each current director (excluding Ms. Boykin who was elected to the Board in March 2025) attended 98% of the aggregate of the total meetings of the Board.

Directors are encouraged to attend each Annual Meeting of Stockholders. Each of the directors that were nominees at the time of the 2025 Annual Meeting were present at the 2025 Annual Meeting.

Executive Sessions of Non-Management Directors

The independent directors hold regularly scheduled executive session of the Board and its committees without senior management or the non-independent directors present. These executive sessions are chaired by the Lead Independent Director at Board meetings or by the committee chairs at the committee meetings, each of whom is an independent director. The independent directors met in executive session at all of the regularly scheduled Board and committee meetings held in 2025.

Board Membership

The Nominating and Corporate Governance Committee assists the Board in establishing criteria and qualifications for potential Board members. The committee identifies individuals who meet such criteria and qualifications to become Board members and recommends to the Board such individuals as potential nominees for election to the Board.

In addition to the skills set forth on page 9 and other considerations in respect of the potential needs of the Board, the committee seeks attributes in potential new members that will complement and enhance the Board's existing make-up, while taking into account expected retirements, to best facilitate Board succession, transition and effectiveness. The committee evaluates each individual in the context of the Board as a whole, to recommend a group that can best contribute to the success of our Company.

In accordance with the Company's Corporate Governance Guidelines, directors may not be nominated or stand for re-election after reaching age 80, unless the Board, in its discretion, elects to waive this limitation.

Majority Voting Standard for Uncontested Director Elections

Our bylaws provide for majority voting in uncontested elections of directors. Under this majority voting standard, the affirmative vote of a majority of the votes cast for or against a nominee is required for the election of a director in an uncontested election, which means that the number of votes cast for a director must exceed the number of votes cast against such director. In any contested election, in which the number of director nominees exceeds the number of directors to be elected, directors will be elected by a plurality of the votes cast.

In addition, our Corporate Governance Guidelines require incumbent director nominees who fail to receive a majority of the votes cast in an uncontested election of directors to submit an offer to resign from our Board of Directors. The Nominating and Corporate Governance Committee of our Board must consider any such offer to resign and make a recommendation to our Board on whether to accept or reject the resignation. Taking into account the recommendation of the Nominating and Corporate Governance Committee, our Board will determine whether to accept or reject any such resignation within 90 days after the certification of the election results, and we will report such decision in a press release, filing with the SEC or by other public announcement. If an incumbent director’s resignation is accepted by our Board, then our Board may fill the resulting vacancy or decrease the size of our Board in accordance with our bylaws. If a director’s resignation is not accepted by our Board, such director will continue to serve until his or her successor is duly elected and qualified, or his or her earlier death, resignation, retirement, or removal. For the purposes of applying this majority voting standard, an election is considered “uncontested” if no stockholder provides notice of its intention to nominate one or more candidates to compete with our Board's nominees in the manner required by our bylaws, or if any such stockholder has withdrawn all such nominations on or before the close of business ten days prior to the filing of our definitive proxy statement with the SEC.

Succession Planning

Succession planning is a critical component of our corporate governance strategy. As part of our commitment to ensuring continuity and sustained leadership excellence, our Board of Directors regularly assesses potential successors, mentoring programs, and leadership development initiatives. The Company’s succession plan outlines a structured approach to identifying and cultivating talent within our organization and preparing individuals for key leadership roles. Our focus is on developing a pipeline of skilled individuals who can seamlessly step into leadership positions as needed. By fostering a culture of continuous learning and talent development, we aim to mitigate any potential disruptions and ensure the smooth transition of leadership roles. This commitment to succession planning underscores our dedication to long-term stability, resilience, and the sustained success of our company.

AH Realty Trust, Inc.

Proxy Statement 2026

Corporate Governance

Consistent with the Company’s overarching succession plan, which was previously disclosed, the following management changes were completed:

•On January 1, 2026, Mr. Tibbetts was appointed Chairman of the Board.

•On January 1, 2025, Shawn J. Tibbetts was appointed Chief Executive Officer, having previously served as the Company's President from February 15, 2024 and Chief Operating Officer since joining the Company in 2019. His appointment to Chief Executive Officer marks the completion of the Company's six-year strategic succession plan.

We believe that our succession planning framework positions the Company for long-term success and sustainability. The Board of Directors remains dedicated to ensuring a seamless transition of leadership when necessary.

The Board of Directors remains committed to active board refreshment to ensure optimal board structure, strong composition, and the exercise of sound business judgment in discharging the Board's responsibilities in accordance with evolving standards and practices. We seek to add directors who contribute to the unique mix of background, expertise, perspective, age, and gender of our Board of Directors. The Nominating and Corporate Governance Committee aspires to achieve a balanced mix of skills and experiences relevant to the Company's strategic direction and operations, while leveraging the deep institutional knowledge and valuable insight associated with the Board's more tenured directors. Our focus is to have a board that continues to deliver a high standard of performance and governance expected by investors. Consistent with this goal, we are nominating two independent directors at the Annual Meeting.

Director Nominee Selection Process

The Nominating and Corporate Governance Committee is responsible for, among other things, the selection and recommendation to our Board of Directors of nominees for election as directors. In assessing candidates for election to our Board of Directors, the Nominating and Corporate Governance Committee takes into account such factors as it deems appropriate, including, among others, familiarity with our industry, broad experience in business, finance or administration, diversity of both background and experience, areas of expertise, and other factors relative to the overall composition of the Board of Directors. In addition, the Nominating and Corporate Governance Committee considers whether a potential candidate for director has the time available, in light of other business and personal commitments, to perform the responsibilities required for effective service on the Board of Directors. The Board of Directors believes its effectiveness is enhanced by being comprised of individuals with diverse backgrounds, skills and experience that are relevant to the role of the Board of Directors and the needs of our business. Accordingly, the Board of Directors, through the Nominating and Corporate Governance Committee, will regularly review the changing needs of the business and the skills and experience resident in its members, with the intention that the Board of Directors will be periodically “renewed” as certain directors rotate off and new directors are recruited. The Board of Director’s commitment to diversity and renewal will be tempered by the need to balance change with continuity and experience. Additionally, in the interest of allowing for new perspectives and diversity on the Board, directors may not stand for re-election to the Board at our next annual meeting of stockholders after reaching the age of 80.

Applying the criteria described above, the Nominating and Corporate Governance Committee considers candidates for Board membership suggested by its members and other Board members, as well as management and stockholders or other persons. These candidates may be evaluated at meetings of the Nominating and Corporate Governance Committee as necessary and discussed by the Nominating and Corporate Governance Committee from time to time. Candidates may be considered at any point during the year. After completing the identification and evaluation process described above, and in the table below, the Nominating and Corporate Governance Committee recommends the nominees for election to the Board of Directors. Taking the Nominating and Corporate Governance Committee’s recommendation into consideration, the Board of Directors then approves the nominees for directorship for stockholders to consider and vote upon at the annual meeting of stockholders. The table below presents our Board's process for identifying and evaluating candidates for Board membership.

AH Realty Trust, Inc.

Proxy Statement 2026

Corporate Governance

Review Succession Plan

Director Nominee Search

Evaluation of Candidates

Recommend to the Board

Selection by Board

The Nominating and Corporate Governance Committee evaluates the needs and desired attributes of the Board and the Company, then considers any necessary updates to the Board succession plan.

Potential candidates are recommended by the current directors, senior management, search firms, and stockholders.

The Nominating and Corporate Governance Committee will evaluate the potential qualified candidates and conduct interviews as necessary.

The Nominating and Corporate Governance Committee will analyze the background, expertise, independence and other qualifications and attributes of the candidates before making a recommendation to the Board.

The Board will evaluate and select director nominees based on the recommendations by the Nominating and Corporate Governance Committee, including additional interviews if necessary.

Stockholders wishing to nominate individuals for consideration as directors must follow the procedures described in Article II, Section 11 of the Company’s bylaws, including (among other requirements) the receipt of written notice of the nomination by our Corporate Secretary, no later than 120 days prior to the first anniversary of the date of the proxy statement for the previous year’s annual meeting of stockholders. The stockholder’s notice must set forth as to each nominee all information relating to the person that would be required to be disclosed in a solicitation of proxies for election of directors pursuant to Regulation 14A under the Exchange Act if the candidate had been nominated by or on behalf of our Board of Directors. Recommendations by stockholders that are made in this manner will be evaluated in the same manner as other candidates. See “Other Matters—Stockholder Proposals and Communications with the Board—Stockholder Recommendations for Potential Director Nominees." In addition, our bylaws also include a “proxy access” provision which enables eligible long-term stockholders to nominate and include their own director nominees in the Company’s proxy materials, along with the candidates nominated by our Board. See “Other Matters—Stockholder Recommendations for Potential Director Nominees."

Stockholder Amendments to Bylaws

The bylaws provide stockholders satisfying the ownership and eligibility requirements of Rule 14a-8 under the Exchange Act the power, by the affirmative vote of a majority of all votes entitled to be cast on the matter, to alter or repeal any provision of the bylaws and to adopt new bylaws, except that stockholders do not have the power to alter or repeal Article XIV (related to amendments to the bylaws) or Article XII (related to indemnification and advancement of expenses) of the bylaws or adopt any provision of the bylaws inconsistent with Article XIV or Article XII without the approval of the Board.

Board Self-Assessment and Evaluation

Annual self-evaluation and assessment of Board performance help ensure that our Board and its committees function effectively and in the best interests of our stockholders. This process also promotes good governance and helps set expectations

SEC Form DEF 14A filed by AH Realty Trust Inc.