Comstock Holding Companies, Inc. 10-K/A

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of December 31, 2022. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2022. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. We conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022. Limitations on the Effectiveness of Controls We do not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only assurance, at the reasonable assurance level, that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Changes in Internal Control Over Financial Reporting No change has occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our last fiscal quarter ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. The certifications of our principal executive officer and principal financial officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act are filed with this Annual Report on Form 10-K as Exhibits 31.1 and 31.2. The certifications of our principal executive officer and principal financial officer pursuant to 18 U.S.C.1350 are furnished with this Annual Report on Form 10-K as Exhibit 32.1. Item 9B. Other Information None. 18 Table of Contents PART III The information required by Items 10 through 14 of this section is incorporated herein by reference from the registrant’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 1, 2023 for its 2023 Annual Meeting of Stockholders that was held on June 14, 2023. These items include: • Item 10. Directors, Executive Officers and Corporate Governance • Item 11. Executive Compensation • Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters • Item 13. Certain Relationships and Related Transactions, and Director Independence • Item 14. Principal Accountant Fees and Services 19 Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules (a) The following documents are filed as part of this Annual Report on Form 10-K/A: 1. Consolidated Financial Statements See Index to Consolidated Financial Statements in Part II, Item 8 of this report. 2. Financial Statement Schedules Financial statement schedules have been omitted because they are not applicable or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto. 3. Exhibits Exhibit Number Incorporated by Reference Description Form Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation 10-Q 3.1 November 16, 2015 3.2 Amended and Restated Bylaws 10-K 3.2 March 31, 2005 3.3 Certificate of Designation of Series C Non-Convertible Preferred Stock of Comstock Holding Companies, Inc., filed with the Secretary of the State of Delaware on March 22, 2017 8-K 3.1 March 28, 2017 3.4 Certificate of Amendment of Certificate of Designation of Series C Non-Convertible Preferred Stock of Comstock Holding Companies, Inc. filed with the Secretary of State of the State of Delaware on February 15, 2019 8-K 3.2 February 19, 2019 3.5 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Comstock Holding Companies, Inc. 8-K 3.1 February 19, 2019 4.1 Specimen Stock Certificate S-1 4.1 August 13, 2004 4.2 Description of Capital Stock 10-K 4.2 March 31, 2022 10.1 Form of Indemnification Agreement S-1/A 10.10 December 7, 2004 10.2+ 2004 Long-Term Incentive Compensation Plan S-1/A 10.12 December 7, 2004 10.3+ Form of Stock Option Agreement under the 2004 Long-Term Incentive Compensation Plan S-1/A 10.13 December 7, 2004 10.4 Trademark License Agreement S-1/A 10.23 December 7, 2004 10.5 Form of warrant issued in connection with private placement by Comstock Growth Fund, L.C. 10-K 10.91 April 14, 2015 10.6 Section 382 Rights Agreement between Comstock Holding Companies, Inc. and American Stock Transfer & Trust Company, LLC dated March 27, 2015 8-K 4.1 March 27, 2015 10.7 Form of Subscription Agreement and Operating Agreement dated August 15, 2016, between Comstock Investors X, L.C. and [-], with accompanying Schedule A identifying subscribers 10-Q 10.99 November 14, 2016 10.8 Amendment to the Operating Agreement, dated October 13, 2017, between Comstock Investors X, L.C. and CP Real Estate Services, LC (formerly Comstock Development Services, LC) 10-Q 10.62 November 16, 2017 10.9+ Comstock Holding Companies, Inc. 2019 Omnibus Incentive Plan DEF 14A Annex B January 22, 2019 20 Table of Contents 10.10+ Form of Time-Based Restricted Stock Unit Agreement under the 2019 Omnibus Incentive Plan 10-K 10.26 April 15, 2020 10.11+ Form of Performance Based Restricted Stock Unit Agreement under the 2019 Omnibus Incentive Plan 10-K 10.27 April 15, 2020 10.12 Revolving Capital Line of Credit Agreement dated March 19, 2020, Comstock Holding Companies, Inc. and CP Real Estate Services, LC (formerly Comstock Development Services, LC) 10-Q 10.29 May 28, 2020 10.13 Promissory Note dated March 27, 2020, between Comstock Holding Companies, Inc. and CP Real Estate Services, LC (formerly Comstock Development Services, LC ) 10-Q 10.30 May 28, 2020 10.14+ Amended and Restated Employment Agreement dated April 27, 2020, between Comstock Holding Companies, Inc. and Christopher Clemente 10-Q 10.2 August 14, 2020 10.15 Amended and Restated Limited Liability Company Agreement of Comstock 3101 Wilson, LC dated February 7, 2020 10-Q 10.3 August 14, 2020 10.16 Deed of Lease dated November 1, 2020, between CRS Plaza I, LC and Comstock Holding Companies, Inc. 10-K 10.32 March 31, 2021 10.17 Business Management Agreement dated July 1, 2019 by and between CHCI Asset Management, L.C. (formerly CDS Asset Management, L.C) and CP Real Estate Services, LC (formerly Comstock Development Services, LC ) 10-K 10.22 March 31, 2022 10.18 Operating Agreement of Comstock 44 Maryland, L C dated October 20, 2021. 10-K 10.30 March 31, 2022 10.19+ Consultant Agreement dated November 3, 2021 by and between Comstock Holding Companies, Inc. and Ivy Zelman. 10-K 10.31 March 31, 2022 10.20 Deed of Lease dated January 1, 2022 by and between Comstock Reston Station Holdings, LC and ParkX Management, LC 10-Q 10.1 May 16, 2022 10.21 Limited Liability Company Operating Agreement of Comstock 33 Monroe Holdings, LC dated March 21, 2022 10-Q 10.2 May 16, 2022 10.22 Asset Purchase Agreement dated March 31, 2022 among Comstock Holding Companies, Inc., Comstock Environmental Services, LLC and August Mack Environmental, Inc. 10-Q 10.3 May 16, 2022 10.23 Master Asset Management Agreement between Comstock Partners, LC and CHCI Asset Management, LC, dated June 13, 2022 10-Q 10.1 August 15, 2022 10.24 Share Exchange and Purchase Agreement between Comstock Holding Companies, Inc. and CP Real Estate Services, L.C., dated June 13, 2022 10-Q 10.2 August 15, 2022 14.1 Code of Ethics 10-K 14.1 March 31, 2005 21.1 List of subsidiaries 10-K 22.1 March 29, 2023 23.1* Consent of Grant Thornton, LLP 31.1* Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 32.1* Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 21 Table of Contents 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith + Management contracts, compensatory plans, or arrangements Item 16. 10-K Summary None. 22 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. COMSTOCK HOLDING COMPANIES, INC. Date: February 7, 2024 By: /s/ CHRISTOPHER CLEMENTE Christopher Clemente Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. SIGNATURE TITLE DATE /s/ CHRISTOPHER CLEMENTE Chairman of the Board of Directors and February 7, 2024 Christopher Clemente Chief Executive Officer (Principal Executive Officer) /s/ CHRISTOPHER GUTHRIE Chief Financial Officer February 7, 2024 Christopher Guthrie (Principal Financial Officer and Principal Accounting Officer) /s/ DAVID M. GUERNSEY Director February 7, 2024 David M. Guernsey /s/ THOMAS J. HOLLY Director February 7, 2024 Thomas J. Holly /s/ JAMES A. MACCUTCHEON Director February 7, 2024 James A. MacCutcheon /s/ ROBERT P. PINCUS Director February 7, 2024 Robert P. Pincus /s/ SOCRATES VERSES Director February 7, 2024 Socrates Verses /s/ IVY ZELMAN Director February 7, 2024 Ivy Zelman 23