What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-14 compared with 2025-11-13 · 151 added, 141 removed, 383 unchanged (43% of the section changed)

3 unchanged sentences

in thousands, except per share data)

September 30, December 31,

March 31, December 31,

Current assets:

8 unchanged sentences

Investments in real estate ventures 10,560 5,953

Equity investments 1,935 —

Operating lease assets 4,767 5,002

17 unchanged sentences

59,780 shares authorized;

9,953 issued and 9,867 outstanding as of September 30, 2025;

10,125 issued and 10,039 outstanding as of March 31, 2026;

9,958 issued and 9,872 outstanding as of December 31, 2025

1 unchanged sentence

$ 0.01 par value;

220 shares authorized, issued, and outstanding as of September 30, 2025 and December 31, 2024

220 shares authorized, issued, and outstanding as of March 31, 2026 and December 31, 2025

Additional paid-in capital 203,100 203,246

8 unchanged sentences

in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Revenue $ 17,446 $ 12,639

8 unchanged sentences

Gain (loss) on real estate ventures 72 9

Gain (loss) on equity investments 435 —

Other income (expense), net 12 ( 18 )

15 unchanged sentences

Shares Amount Shares Amount APIC stock deficit Total

Three and Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Balance as of December 31, 2025 9,958 $ 99 220 $ 2 $ 203,246 $ ( 2,662 ) $ ( 130,719 ) $ 69,966

3 unchanged sentences

Balance as of March 31, 2026 10,125 $ 100 220 $ 2 $ 203,100 $ ( 2,662 ) $ ( 128,730 ) $ 71,810

Issuance of common stock, net of shares withheld for taxes — — — — — — — —

Stock-based compensation 2 — — — 288 — — 288

Net income (loss) — — — — — — 1,446 1,446

Balance as of June 30, 2025 9,936 $ 98 220 $ 2 $ 202,748 $ ( 2,662 ) $ ( 144,735 ) $ 55,451

Issuance of common stock, net of shares withheld for taxes 16 — — — 17 — — 17

Stock-based compensation 1 — — — 255 — — 255

Net income (loss) — — — — — — 541 541

Balance as of September 30, 2025 9,953 $ 98 220 $ 2 $ 203,020 $ ( 2,662 ) $ ( 144,194 ) $ 56,264

Three and Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Balance as of December 31, 2024 9,774 $ 97 220 $ 2 $ 202,702 $ ( 2,662 ) $ ( 147,770 ) $ 52,369

3 unchanged sentences

Balance as of March 31, 2025 9,934 $ 98 220 $ 2 $ 202,460 $ ( 2,662 ) $ ( 146,181 ) $ 53,717

Issuance of common stock, net of shares withheld for taxes 10 — — — 3 — — 3

Stock-based compensation 5 — — — 290 — — 290

Net income (loss) — — — — — — 946 946

Balance as of June 30, 2024 9,705 $ 96 220 $ 2 $ 202,205 $ ( 2,662 ) $ ( 160,474 ) $ 39,167

Issuance of common stock, net of shares withheld for taxes 34 — — — ( 62 ) — — ( 62 )

Stock-based compensation 3 — — — 205 — — 205

Net income (loss) — — — — — — 2,377 2,377

Balance as of September 30, 2024 9,742 $ 96 220 $ 2 $ 202,348 $ ( 2,662 ) $ ( 158,097 ) $ 41,687

See accompanying Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Activities

4 unchanged sentences

(Gain) loss on real estate ventures ( 72 ) ( 9 )

Distributions from real estate ventures — 14

(Gain) loss on equity investments ( 435 ) —

Deferred income taxes 199 323

Accrued interest income ( 40 ) ( 65 )

(Gain) loss on disposal of fixed assets 4 —

(Gain) loss on deferred compensation plan ( 8 ) 5

10 unchanged sentences

Distributions from real estate ventures — 1

Deposits for real estate ventures ( 1,000 ) —

Equity investments ( 1,500 ) —

Purchase of deferred compensation plan securities ( 365 ) ( 346 )

23 unchanged sentences

CHCI Commercial Management, LC;

and Park X Management, LC.

and ParkX Management, LC.

Summary of Significant Accounting Policies

4 unchanged sentences

Intercompany balances and transactions have been eliminated and certain prior period amounts have been reclassified to conform to current period presentation.

The Company identified an immaterial error in its consolidated statement of cash flows for the three months ended March 31, 2025.

Certain amounts were classified as financing activity section that should have been presented as operating activity.

The Company has corrected this error in the accompanying condensed consolidated financial statements by presenting the consolidated statement of cash flows for the three months ended March 31, 2025, in its corrected form.

The correction had no material impact on the consolidated statement of cash flows for the three months ended March 31, 2025, and no impact on net income, retained earnings, or net income (loss) per share amounts presented.

In management’s opinion, the condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position and operating results.

7 unchanged sentences

Recent Accounting Pronouncements - Adopted

In March 2023, the FASB issued ASU 2023-01, “ Leases (Topic 842) – Common Control Arrangements .” This guidance amends certain provisions of ASC 842, specifically those that apply to leasing arrangements between related parties under common control.

The standard is effective for fiscal years beginning after December 15, 2023, and early adoption was permitted.

The Company adopted the standard effective January 1, 2024 and determined that adoption of the standard had no material impact on its consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280):

Improving Reportable Segment Disclosures .” This guidance is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

The standard requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources.

The standard also requires all annual disclosures currently required by ASC Topic 280 to be included in interim periods.

This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements;

early adoption was permitted.

The Company adopted the standard effective January 1, 2024 and determined that adoption of the standard had no material impact on its consolidated financial statements.

(See Note 13 for the related segment information disclosures).

Recent Accounting Pronouncements - Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740):

1 unchanged sentence

” This guidance is a final standard on improvements to income tax disclosures and requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid.

This standard is effective for annual fiscal year reporting periods beginning after December 15, 2024, and should be applied prospectively;

early adoption is permitted.

The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

This standard is effective for fiscal years beginning after December 15, 2024, and early adoption was permitted.

The Company adopted the standard effective January 1, 2025 and included the required tax disclosure updates in the notes to its consolidated financial statements found within its Annual Report on Form 10-K.

Recent Accounting Pronouncements - Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “ Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

5 unchanged sentences

The following table summarizes the Company's investments in real estate ventures (in thousands):

September 30, December 31,

March 31, December 31,

Investment Ownership % 2026 2025 Accounting Method

3 unchanged sentences

BLVD Ansel 5.0 % 2,007 1,972 Fair Value

The Reed 9.0 % 4,618 — Fair Value

Total investments recorded at fair value 8,892 4,288

6 unchanged sentences

("Investors X"), an unconsolidated variable interest entity that owns the Company's residual homebuilding operations.

As of September 30, 2025, all residential lots have been sold.

As of March 31, 2026, all residential lots have been sold.

The proceeds from the lot sales will be distributed to the Company as remaining land development work associated with these projects is completed.

5 unchanged sentences

In February 2020, the Company arranged for DivcoWest to purchase a majority ownership stake in The Hartford and secured a $ 87.0 million loan facility from MetLife.

As part of the transaction, the Company entered into asset management and property management agreements to manage the property in exchange for market-rate fees, under which it recognized $ 0.2 million and $ 0.8 million of revenue for the three and nine months ended September 30, 2025, respectively.

It recognized $ 0.4 million and $ 0.8 million of revenue for the three and nine months ended September 30, 2024, respectively.

In connection with the transaction, the Company earned an acquisition fee in 2019 and is entitled to receive investment related income and promote distributions in connection with its equity interest in the asset.

The Company has entered into asset management and property management agreements to provide asset, residential, retail, parking, security, and janitorial services for the property in exchange for market-rate fees, under which it recognized $ 0.3 million and $ 0.3 million of revenue for the three months ended March 31, 2026 and 2025, respectively.

Fair value of the property is determined on a quarterly basis using an income approach model.

As of September 30, 2025, the Company’s ownership interest in the Hartford was 2.5 %.

As of March 31, 2026, the Company’s ownership interest in the Hartford was 2.5 %.

(See Note 13 for additional information).

2 unchanged sentences

Built in 2015 and located one block from the Rockville Station on Metro's Red Line in the heart of the I-270 Technology and Life Science Corridor, the 263 -unit mixed use property includes approximately 16,000 square feet of retail and a commercial parking garage.

In connection with the transaction, the Company received an acquisition fee and is entitled to receive investment related income and promote distributions in connection with its equity interest in the asset.

As part of the transaction, the Company entered into asset management and property management agreements to provide asset, residential, retail, and parking property management services in exchange for market-rate fees, under which it recognized $ 0.3 million and $ 1.0 million of revenue for the three and nine months ended September 30, 2025, respectively.

It recognized $ 0.4 million and $ 1.0 million of revenue for the three and nine months ended September 30, 2024, respectively.

In connection with the transaction, the Company earned an acquisition fee in 2021 and is entitled to receive investment related income and promote distributions in connection with its equity interest in the asset.

The Company has entered into asset management and property management agreements to provide asset, residential, retail, parking, and janitorial services in exchange for market-rate fees, under which it recognized $ 0.4 million and $ 0.4 million of revenue for the three months ended March 31, 2026 and 2025, respectively.

Fair value of the property is determined on a quarterly basis using an income approach model.

As of September 30, 2025, the Company’s ownership interest in BLVD Forty Four was 5.0 %.

As of March 31, 2026, the Company’s ownership interest in BLVD Forty Four was 5.0 %.

(See Note 13 for additional information).

In March 2022, the Company entered into a joint venture with CP to acquire BLVD Ansel, a newly completed 18-story, luxury high-rise apartment building with 250 units located adjacent to the Rockville Metro Station and BLVD Forty Four in Rockville, Maryland.

In March 2022, the Company entered into a joint venture with CP to acquire BLVD Ansel, a newly completed 18-story, luxury high-rise apartment building with 250 units located in Rockville, Maryland adjacent to both the Rockville Station on Metro's Red Line and BLVD Forty Four.

BLVD Ansel features approximately 20,000 square feet of retail, 611 parking spaces, and expansive amenities including multiple private workspaces designed to meet the needs of remote-working residents.

As part of the transaction, the Company entered into asset management and property management agreements to provide asset, residential, retail and parking property management services in exchange for market-rate fees, under which it recognized $ 0.3 million and $ 0.9 million of revenue for the three and nine months ended September 30, 2025, respectively.

It recognized $ 0.3 million and $ 0.9 million of revenue for the three and nine months ended September 30, 2024, respectively.

Fair value is determined on a quarterly basis using an income approach model.

As of September 30, 2025, the Company’s ownership interest in BLVD Ansel was 5.0 %.

In connection with the transaction, the Company earned an acquisition fee in 2022 and is entitled to receive investment related income and promote distributions in connection with its equity interest in the asset.

The Company has entered into asset management and property management agreements to provide asset, residential, retail, parking, and janitorial services in exchange for market-rate fees, under which it recognized $ 0.4 million and $ 0.3 million of revenue for the three months ended March 31, 2026 and 2025, respectively.

Fair value of the property is determined on a quarterly basis using an income approach model.

As of March 31, 2026, the Company’s ownership interest in BLVD Ansel was 5.0 %.

(See Note 13 for additional information).

In March 2026, the Company entered into a joint venture with CP and a third-party institutional fund advised by Benefit Street Partners, LLC ("BSP") to acquire The Reed, a 417 -unit apartment building located in Rockville, Maryland adjacent to the Shady Grove Station on Metro's Red Line.

The Reed includes a resort-style swimming pool, fitness center with yoga/boxing studio, clubroom, serene outdoor gathering spaces, multiple resident lounges, and a private parking garage.

In connection with the transaction, the Company earned a $ 0.5 million acquisition fee and is entitled to receive investment related income and promote distributions in connection with its equity interest in the asset.

The Company has entered into asset management and property management agreements to provide asset, residential, and janitorial services in exchange for market-rate fees.

Revenue recognized in relation to these services for the three months ended March 31, 2026 was $ 0.6 million.

Fair value of the property for the three months ended March 31, 2026 is equal to the Company's initial investment, and going forward will be determined on a quarterly basis using an income approach model.

As of March 31, 2026, the Company’s ownership interest in The Reed was 9.0 %.

(See Note 13 for additional information).

The following table summarizes the activity of the Company’s unconsolidated investments in real estate ventures that are reported at fair value (in thousands):

3 unchanged sentences

Change in fair value ( 14 )

Balance as of September 30, 2025 $ 4,647

Balance as of March 31, 2026 $ 8,892

In December 2023, the Company completed the acquisition of an 18,150 square foot land parcel located at 41 Maryland Avenue in Rockville, Maryland (“Comstock 41”) through a wholly owned subsidiary for $ 1.5 million.

1 unchanged sentence

Comstock 41 has existing entitlements for at least 117 dwelling units and approximately 11,000 square feet of retail space.

(See Note 12 for additional information).

In November 2024, the Company entered into a definitive purchase agreement for Comstock 41 with SCG Development Holdings, LLC ("SCG") that is contingent upon the successful rezoning of the property to allow for the development of an affordable housing project at the site.

affordable housing project at the site.

Upon closing, the Company will enter into an operating agreement and a development agreement with SCG, under which the Company will provide construction management services for the affordable housing project that will be fully financed by SCG.

The Company will also be entitled to provide property management services once the development is ready for occupancy.

The Company will also be given the opportunity to provide property management services upon delivery.

In December 2025, the Company received legislative approval from the City of Rockville for the affordable housing development and the relocation of certain moderately-priced dwelling units (MPDUs) from BLVD Forty Four to Comstock 41.

The rezoning approval triggered a $ 1.6 million entitlement success fee based on a contingent fee agreement with BLVD Forty Four that was recognized as revenue in the fourth quarter of the fiscal year ended December 31, 2025.

(See Note 13 for additional information).

Other Investments

3 unchanged sentences

The carrying value of the STS investment is recorded in "other assets" on the Company's consolidated statement of balance sheets.

The Company's proportionate share of STS net income and distributions are recorded in gain (loss) on real estate ventures in the consolidated statements of operations and was immaterial for the three and nine months ended September 30, 2025 and 2024.

In September 2025, the Company entered into a Purchase and Sale Agreement (the "Purchase Agreement") with a seller relating to the purchase of a 400 + unit multifamily building located in Rockville, Maryland, pursuant to which it paid a $ 1.0 million deposit that will be applied to the purchase price if the acquisition is completed.

In accordance with the Purchase Agreement, the Company has a 45-day due diligence period during which time it may terminate the Purchase Agreement and receive a refund of the initial contract deposit posted by the Company.

The deposit is currently recorded on the Company's consolidated balance sheet in "prepaid expenses and other current assets", and closing is currently anticipated to occur in the fourth quarter of 2025.

The Company plans to explore securing an institutional partner with whom it would enter into a joint venture at or prior to closing on the acquisition that would result in the Company retaining a minority equity interest in the joint venture while providing asset management and property management services for the acquired asset.

The Company's proportionate share of STS net income and distributions are recorded in gain (loss) on real estate ventures in the consolidated statements of operations and was $ 0.1 million and immaterial for the three months ended March 31, 2026 and 2025, respectively.

Equity Investments

In February 2026, the Company made an initial $ 1.5 million investment in Jericho Energy Ventures, Inc.

JEV) ("Jericho"), a Canada-based diversified energy company with whom the Company intends to establish a joint venture that will focus on pursuing the development of large-scale data center campuses across thousands of acres of land parcels located in Oklahoma.

The goal of the joint venture will be to assemble a strategic portfolio of land that integrates Jericho's subsurface land and energy assets with surface land interests that can be utilized to deliver low-cost, high-performance, behind-the-meter power solutions that have the capability to support the development of large-scale AI data center campuses.

The initial investment was made through a non-brokered private placement and was intended to further align the interests of the Company and Jericho.

In return for its investment, the Company received 25,684,932 variable voting shares of Jericho, representing approximately 7 % of Jericho's total shares outstanding, as well as warrants to purchase up to 12,842,466 additional variable voting shares at an exercise price of 0.20 CAD that are exercisable for a period of 24 months from the date of issuance.

The Company's equity investment in Jericho is recorded at fair value as a long-term asset on its consolidated balance sheet, as per to the terms of the investment agreement, there are trading restrictions in place for five years from the time of purchase.

Pursuant to ASC 321 – Investments–Equity Securities, the Jericho shares are carried at fair value and measured using the quoted market price as of the end of each reporting period.

The Jericho warrants are equity-linked instruments denominated in a foreign currency, thereby classifying them as a derivative asset pursuant to ASC 815 – Derivatives and Hedging.

The Jericho warrants are carried at fair value and measured using a Black-Scholes option pricing model (See Note 8 for additional information).

The total fair value of the Company's equity investments in Jericho (shares and warrants) is estimated at the end of each quarterly reporting period and appropriately marked-to-market.

Any unrealized gains and losses based on the quarterly re-measurements are recorded as non-operating gains (losses) on the Company's consolidated statements of income.

The Company has operating leases for office space leased in various buildings for its own use.

4 unchanged sentences

The following table summarizes operating lease costs by type (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Operating lease costs

3 unchanged sentences

The following table presents supplemental cash flow information related to the Company's operating leases (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Cash paid for lease liabilities:

Operating cash flows from operating leases $ 398 $ 396

As of September 30, 2025, the Company's operating leases had a weighted-average remaining lease term of 5.0 years and a weighted-average discount rate of 4.65 %.

As of March 31, 2026, the Company's operating leases had a weighted-average remaining lease term of 4.6 years and a weighted-average discount rate of 4.65 %.

The following table summarizes future lease payments (in thousands):

1 unchanged sentence

2026 (9 months) $ 914

Thereafter 1,073

Total future lease payments 5,686

1 unchanged sentence

Total lease liabilities $ 5,103

The Company does not have any leases which have not yet commenced as of September 30, 2025.

As of March 31, 2026 , the Company does not have any liabilities related to leases that have not yet commenced.

In March 2025, the Company entered into a five-year Revolving Capital Line of Credit Agreement with CP, pursuant to which the Company secured a $ 10.0 million capital line of credit with a variable interest rate of the Wall Street Journal Prime Rate plus 1.00 % per annum that is scheduled to expire in March 2030 (the “Credit Facility”).

As of September 30, 2025, the full balance of the Credit Facility remained available for use up through the expiration date, and the Company had no outstanding debt or financing arrangements for which future payments are due.

As of March 31, 2026, the full balance of the Credit Facility remained available for use and the Company had no outstanding debt or financing arrangements for which future payments are due.

Commitments and Contingencies

6 unchanged sentences

The Company expenses legal defense costs as they are incurred.

Fair Value Disclosures

As of September 30, 2025, the carrying amount of cash and cash equivalents, accounts receivable, other current assets, and accounts payable approximated fair value because of the short-term nature of these instruments.

As of September 30, 2025, deferred compensation plan assets, which are Company-funded investments that are meant to correlate with participant-directed hypothetical investments in stock and bond mutual funds, are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held (Level 1).

Corresponding deferred compensation plan liabilities reflect the fair value of the aforementioned hypothetical investments and are based on inputs derived principally from observable market data (Level 2) through their direct correlation with the deferred compensation plan assets.

As of September 30, 2025, the Company had certain equity method investments in real estate ventures that it elected to record at fair value using significant unobservable inputs (Level 3).

(See Note 3 for additional information).

Fair Value Measurements

ASC 820 — Fair Value Measurement and Disclosures , provides a framework for measuring fair value and establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels:

Level 1 — Quoted prices in active markets that are accessible at the measurement date for assets or liabilities;

Level 2 — Observable prices that are based on inputs not quoted in active markets, but corroborated by market data;

Level 3 — Unobservable inputs that are used when little or no market data is available.

As of March 31, 2026, the carrying amount of cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued expenses, and other current liabilities are approximated fair value because of the short-term nature of these instruments.

The following table summarizes assets and liabilities measured at fair value on a recurring basis:

Fair Value Measurements

Amount Level 1 Level 2 Level 3

Investments in real estate ventures $ 8,892 $ — $ — $ 8,892

Deferred compensation plan assets 1,179 1,179 — —

Equity investments

Variable voting shares - Jericho 1,658 1,658 — —

Stock warrants - Jericho 276 — 276 —

Deferred compensation plan liabilities 1,203 1,203 — —

Investments in real estate ventures $ 4,288 $ — $ — $ 4,288

Deferred compensation plan assets 897 897 — —

Deferred compensation plan liabilities 960 960 — —

The Company’s private placement Jericho stock warrants (see Note 4 for additional information) are classified within Level 2 of the fair value hierarchy because they are not actively traded.

Fair value for the warrants is determined utilizing a Black-Scholes option pricing model to estimate the fair value as of the end of each reporting period.

While some inputs are unobservable, the significant inputs, including volatility, risk-free rate, and expected term, are derived from or corroborated by observable market data.

Changes in fair value of the Jericho stock warrants are recognized in gain (loss) on equity investments on the Company's consolidated statements of operations along with the changes in fair value of the Jericho variable voting shares.

The following table summarizes information about the significant unobservable inputs used in recurring fair value measurements categorized within Level 3:

Amount Valuation

Technique(s) Unobservable

Input(s) Range (Wtd.

Investments in real estate ventures $ 8,892 Income approach Capitalization rate 5.25 % - 7.45 % ( 5.63 %)

Discount rate 7.10 % - 8.50 % ( 7.28 %)

Investments in real estate ventures $ 4,288 Income approach Capitalization rate 5.25 % - 7.45 % ( 5.63 %)

Discount rate 7.05 % - 8.50 % ( 7.23 %)

Range represents to lowest and highest iteration of the input used across all valuation models.

Weighted averages were calculated using the relative fair value of the instruments

The Company may also value its non-financial assets and liabilities, including items such as long-lived assets, at fair value on a non-recurring basis if it is determined that impairment has occurred.

Such fair value measurements typically use significant unobservable inputs (Level 3), unless a quoted market price (Level 1) or quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, or amounts derived from valuation models (Level 2) are available.

Such fair value measurements typically use significant

unobservable inputs (Level 3), unless a quoted market price (Level 1) or quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, or amounts derived from valuation models (Level 2) are available.

Stockholders' Equity

3 unchanged sentences

Shares of Class B common stock are convertible into an equivalent number of shares of our Class A common stock upon transfer.

As of September 30, 2025, the Company had not declared any dividends.

As of March 31, 2026, the Company had not declared any dividends.

Stock-based Compensation

3 unchanged sentences

The 2019 Plan originally authorized 2.5 million shares of the Company's Class A common stock for issuance.

As of September 30, 2025, there were 1.3 million shares of Class A common stock available for issuance under the 2019 Plan.

During the three and nine months ended September 30, 2025, the Company recorded stock-based compensation expense of $ 0.3 million and $ 0.8 million, respectively.

During the three and nine months ended September 30, 2024, the Company recorded stock-based compensation expense of $ 0.2 million and $ 0.7 million, respectively.

As of March 31, 2026, there were 1.1 million shares of Class A common stock available for issuance under the 2019 Plan.

During the three months ended March 31, 2026 and 2025, the Company recorded stock-based compensation expense of $ 0.5 million and $ 0.3 million, respectively.

Stock-based compensation costs are included in selling, general, and administrative expense on the Company's consolidated statements of operations.

As of September 30, 2025, there was $ 1.1 million of total unrecognized stock-based compensation, which is expected to be recognized over a weighted-average period of 1.9 years.

As of March 31, 2026, there was $ 3.0 million of total unrecognized stock-based compensation, which is expected to be recognized over a weighted-average period of 2.3 years.

Restricted Stock Units

10 unchanged sentences

Canceled/Forfeited — —

Balance as of September 30, 2025 455 $ 5.36

Vested and expected to vest after September 30, 2025 457 $ 5.36

Balance as of March 31, 2026 486 $ 8.44

Vested and expected to vest after March 31, 2026 490 $ 8.42

Represents additional restricted stock units that vested and were released as a result of the satisfaction of a performance vesting condition.

The total intrinsic value of RSUs that vested during the nine months ended September 30, 2025 and 2024 was $ 1.6 million and $ 1.5 million, respectively.

The total intrinsic value of RSUs that vested during the three months ended March 31, 2026 and 2025 was $ 2.3 million and $ 1.6 million, respectively.

Stock Options

7 unchanged sentences

Canceled/Forfeited — —

Balance as of September 30, 2025 50 $ 3.30 2.7 $ 536

Exercisable as of September 30, 2025 50 $ 3.30 2.7 $ 536

The total intrinsic value of stock options exercised during the nine months ended September 30, 2025 and 2024 was $ 0.4 million and $ 0.1 million, respectively.

All of the Company's revenue for the three and nine months ended September 30, 2025 and 2024 was generated in the United States.

Balance as of March 31, 2026 20 $ 3.30 2.2 $ 313

Exercisable as of March 31, 2026 20 $ 3.30 2.2 $ 313

The total intrinsic value of stock options exercised during the three months ended March 31, 2026 and 2025 was $ 0.4 million and $ 0.2 million, respectively.

All of the Company's revenue for the three months ended March 31, 2026 and 2025 was generated in the United States.

The following tables summarize the Company’s revenue by line of business, customer type, and contract fee type (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Revenue by Line of Business

1 unchanged sentence

Property management (1)

2,887 3,253 8,748 8,701

ParkX management 5,266 2,554

1 unchanged sentence

CHCI Commercial and CHCI Residential

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Revenue by Customer Type

2 unchanged sentences

Total revenue $ 17,446 $ 12,639

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Revenue by Timing

2 unchanged sentences

Total revenue $ 17,446 $ 12,639

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Revenue by Contract Fee Type (1)

1 unchanged sentence

$ 11,083 $ 8,624

266 3,138 5,906 6,709

Fixed fee (4)

4,146 1,508 7,124 3,228

Total revenue $ 17,446 $ 12,639

Certain contracts contain multiple revenue streams that lend to classification in more than one category.

Includes cost plus revenues tied to asset management services under the 2022 AMA and reimbursable expenses.

Includes cost plus revenues tied to asset management services under the 2022 AMA and revenue earned from reimbursable expenses.

Includes fixed rate contract amounts applied to various variable metrics to determine the amount of revenue earned.

1 unchanged sentence

Pursuant to the terms of the asset management agreement with CP (the "2022 AMA"), the Company may earn and recognize incentive fee revenue for certain commercial assets in its managed portfolio based on specific dates and measurement criteria that are defined in the agreement.

The Company recognized no revenue from incentive fees for the three months ended March 31, 2026 and 2025.

(See Note 13 for additional information).

The Company recognized no revenue from incentive fees for the three and nine months ended September 30, 2025 and 2024.

As a practical expedient, we do not disclose the value of unsatisfied performance obligations for contracts with an effective expected duration of one year or less or contracts for which we recognize revenues at the amount to which we have the right to invoice for the services provided.

The Company has significant deferred tax assets that stem from net operating loss ("NOL") carryforwards generated prior to 2019 when the Company's primary focus was on homebuilding activities.

As of September 30, 2025, these NOL carryforwards are estimated to represent approximately $ 29.0 million in potential future tax savings.

As of December 31, 2025, these NOL carryforwards were estimated to represent approximately $ 24.8 million in potential future tax savings.

The Company currently maintains a valuation allowance against its deferred tax assets to reduce the carrying balance to the amount that is more likely than not to be realized against future taxable income.

The balance of the deferred tax asset valuation allowance is assessed on a quarterly basis and adjusted as needed.

The Company's effective tax rates for the three and nine months ended September 30, 2025 and 2024 differ from the U.S.

federal statutory tax rate of 21%, primarily due to the impact of state income taxes, permanent tax differences, return-to-provision adjustments, and stock compensation shortfall/windfall adjustments.

On July 4, 2025, the U.S.

government enacted budget reconciliation legislation known as the One Big Beautiful Bill Act of 2025 ("OBBBA") which includes both tax and non-tax provisions.

The Company will continue to assess its impact, however the changes resulting from the tax provisions in OBBBA are not expected to have a material impact on the Company’s financial results.

The Company's effective tax rates for the three months ended March 31, 2026 and 2025 differ from the U.S.

federal statutory tax rate of 21%, primarily due to the impact of stock compensation shortfall/windfall adjustments.

Net Income (Loss) Per Share

The following table sets forth the calculation of basic and diluted net income (loss) per share (in thousands, except per share data):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The following table summarizes the calculation of basic and diluted net income per share (in thousands, except per share data):

Three Months Ended March 31,

Net income (loss) - Basic and Diluted $ 1,989 $ 1,589

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Diluted $ 0.19 $ 0.15

The following common share equivalents have been excluded from the computation of diluted net income (loss) per share because their effect was anti-dilutive (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Restricted stock units — 2 — 2

Stock options — 1 — 2

Warrants — 2 — 13

The Company had no common share equivalents that were excluded from the computation of diluted net income (loss) per share for the three months ended March 31, 2026 and 2025 because their effect was anti-dilutive .

Related Party Transactions

6 unchanged sentences

Metro’s Silver Line (Reston Station and Loudoun Station) that are owned by CP Entities and ultimately controlled by Mr.

Pursuant to the fee structures set forth in the 2022 AMA, CAM is entitled to receive an annual payment equal to the greater of the "Cost-Plus Fee" or the "Market Rate Fee".

Pursuant to the fee structures set forth in the 2022 AMA and subsequent approved amendments, CAM is entitled to receive an annual payment equal to the greater of the "Cost-Plus Fee" or the "Market Rate Fee".

The Cost-Plus Fee is equal to the sum of (i) the comprehensive costs incurred by or for providing services to the Anchor Portfolio, (ii) the costs and expenses of the Company related to maintaining the listing of its shares on a securities exchange and complying with regulatory and reporting obligations of a public company, and (iii) a fixed annual payment of $ 1.0 million.

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for lease renewals

Lease Termination Fee 3.5 % of the gross early lease termination fee paid by a commercial tenant

Loan Origination Fee 1 % of any financing transaction or other commercially reasonable and mutually agreed upon fee

Triggering events are differentiated between operating assets (i.e.

those already in service) and assets under development.

Operating asset triggering events are scheduled for specific dates, whereas triggering events for assets under development are tied to various metrics that indicate stabilization, such as occupancy and leasing rates.

On September 11, 2024, the Company entered into an amendment to the 2022 AMA with an effective date of July 1, 2024 (the "First Amendment") that included, among others, the following key revised provisions:

• A deferral of the Operating Assets Trigger Event that was originally scheduled on October 1, 2024 (as defined in the original 2022 AMA) to calculate incentive fee revenue for seven specified managed portfolio assets to be, at the election of the Company upon the occurrence of the event and with consent from CP, either (a) October 1, 2027, (b) upon the sale of the asset, (c) upon the refinance of the asset, or (d) the period of time in which an 85 % leased rate has been achieved if the asset is a commercial asset;

• A revised definition of the Development and Construction Management Fee to include payment of the fee during delays in delivery caused by a casualty event;

• A revised definition of Supplemental Fees to include a lease termination fee equal to 3.5 % of the gross rental revenue paid by any tenant of a commercial asset in connection with the early termination of a lease.

Except as amended by the First Amendment, the original terms of the 2022 AMA remain in full force and effect.

Triggering events for managed assets that have yet to earn incentive fees are tied to specific events such as transactions (sale/refinance), stabilization metrics (% leased), or a milestone date, as determined by the Company and with explicit consent from CP.

The 2022 AMA will terminate on January 1, 2035 (“Initial Term”) and will automatically renew for successive additional one year terms (each an “Extension Term”) unless CP delivers written notice of non-renewal of the 2022 AMA at least 180 days prior to the termination date of the Initial Term or any Extension Term.

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Business Management Agreements

In January 2023, CAM entered into a Business Management Agreement (the “BC Management Agreement”) with DCS Real Estate Investments, LC, an entity controlled by a member of CP.

The BC Management Agreement provided that DCS Real Estate Investments, LC pay CAM an annual management fee equal to $ 0.4 million to reimburse CAM for certain expenses.

The BC Management Agreement was terminated effective December 31, 2024.

In February 2024, CAM entered into a Business Management Agreement (the “SH Management Agreement”) with Springfield Holdings, LLC (“Springfield”), an entity controlled by a member of CP, whereby CAM provides Springfield with professional management and consultation on land development and real estate services for a residential community located in Ranson, West Virginia.

The initial term of the SH Management Agreement extended through December 31, 2024, with automatic one-year renewals.

The SH Management Agreement provides that Springfield will reimburse CAM for certain pre-development expenses at cost.

In February 2026, the Tackley Mill property was acquired by WV Opportunity Ventures, LC ("WV Ventures"), a wholly owned subsidiary of CP.

Commensurate with this transaction, the SH Management Agreement was assigned to WV Ventures and amended to include a $ 10 k/month management fee payable to CAM in addition to the reimbursement of pre-development expenses at cost.

In April 2019, the Company entered into a master transfer agreement with CPRES that entitled the Company to priority distribution of residual cash flow from its Class B membership interest in Comstock Investors X, L.C.

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BLVD Forty Four/BLVD Ansel

In October 2021 and March 2022, the Company entered into joint ventures with CP to acquire BLVD Forty Four and BLVD Ansel, respectively, two adjacent mixed-use luxury high-rise apartment buildings located near the Rockville Metro Station in Rockville, Maryland.

The Company considers BLVD Forty Four and BLVD Ansel to be variable interest entities upon which it exercises significant influence;

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The acquisition pursuit fee was earned and recognized as revenue for the year ended December 31, 2023, upon the completion of the Comstock 41 acquisition.

The entitlement success fee, if earned, will equal 25 % of the economic value created by the relocation of the MPDUs (subject to reasonable agreed upon changes at the time of the calculation) and due upon approval of a finalized amendment to the existing project development plan by local government agencies.

The entitlement success fee, if earned, will equal 25 % of the economic value created by the relocation of the MPDUs as agreed upon by both parties, and due upon approval by local government agencies.

In December 2025, the Company received legislative approval from the City of Rockville and recognized a $ 1.6 million entitlement success fee based on the agreement with BLVD Forty Four.

(See Note 3 for additional information).

In March 2026, the Company entered into joint ventures with CP and BSP to acquire The Reed, a 417 -unit apartment building located in Rockville, Maryland.

The Company provides asset management, property management, and janitorial services to The Reed through its wholly owned subsidiaries.

The Company considers The Reed to be a variable interest entity, over which it exercises significant influence;

however, considering key factors such as the Company’s 9 % ownership interest and participation in policy-making decisions, as well as oversight of management services by BSP and CP, the Company concluded that the power to direct activities that most significantly impact economic performance is shared.

Given that the Company is not the entity most closely associated with the property, it concluded that it is not the primary beneficiary and does not have a controlling financial interest in the property.

Corporate Leases

1 unchanged sentence

In November 2022, the Company executed a 3,778 square foot lease expansion agreement with terms that align with the original agreement.

In January 2022, ParkX Management, LC, a subsidiary of the Company, entered into a separate five-year lease agreement with an affiliate controlled and owned by Mr.

Clemente and his family to host ParkX's specialized remote monitoring center operations.

In January 2022, ParkX Management, LC, a subsidiary of the Company, entered into a separate five-year lease agreement with CP to host ParkX's specialized remote monitoring center operations.

( See Note 5 for additional information).

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The financial information reviewed by the CODM includes the following disaggregation of operating expenses for the Company's single reportable operating segment (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Asset management and corporate operating expenses $ 7,960 $ 5,909

5 unchanged sentences

Total operating costs and expenses $ 15,906 $ 10,902

Subsequent Events

In April 2026, the Company entered into a joint venture with CP and Peraton Holding Corp.

("Peraton") to acquire Woodland Pointe, a 6.77 -acre office campus that includes a six-story, 185,000 -square foot, Class A office tower and is located in Herndon, Virginia.

The Company's initial investment in the joint venture that acquired the property was approximately $ 5.0 million.

Concurrent with the acquisition, Comstock entered into multiple leases at Woodland Pointe with Peraton.

The leases cover both the existing office building, which is currently a Peraton lease location, as well as a new 100,000 -square foot, build-to-suit office

building that will be developed on the Woodland Point campus.

Upon completion, Peraton will fully occupy both structures in the near 300,000 -square foot campus.

The Company will provide asset management and property management services pursuant to separate agreements through its wholly owned operating subsidiaries CHCI Asset Management, LC and CHCI Commercial Management, LC.

Pursuant to the asset management agreement, the Company earned an acquisition fee of $ 0.8 million and leasing fees of approximately $ 3.3 million at closing.

The Company is also entitled to ongoing construction management and development fees for services that will be provided pursuant to the executed leases with Peraton, as tenant, to construct a build-to-suit office campus.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements