What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 185 added, 106 removed, 428 unchanged (40% of the section changed)

3 unchanged sentences

in thousands, except per share data)

March 31, December 31,

June 30, December 31,

Current assets:

28 unchanged sentences

59,780 shares authorized;

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

10,146 issued and 10,061 outstanding as of June 30, 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 March 31, 2026 and December 31, 2025

220 shares authorized, issued, and outstanding as of June 30, 2026 and December 31, 2025

Additional paid-in capital 203,650 203,246

8 unchanged sentences

in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue $ 22,581 $ 12,972 $ 40,027 $ 25,611

26 unchanged sentences

Shares Amount Shares Amount APIC stock deficit Total

Three Months Ended March 31, 2026

Three and Six Months Ended June 30, 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

Three Months Ended March 31, 2025

Issuance of common stock, net of shares withheld for taxes 20 — — — 66 — — 66

Stock-based compensation 1 — — — 484 — — 484

Net income (loss) — — — — — — 8,845 8,845

Balance as of June 30, 2026 10,146 $ 100 220 $ 2 $ 203,650 $ ( 2,662 ) $ ( 119,885 ) $ 81,205

Three and Six Months Ended June 30, 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 — — — — — — — —

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

See accompanying Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating Activities

7 unchanged sentences

Accrued interest income ( 17 ) ( 73 )

(Gain) loss on disposal of fixed assets — 2

(Gain) loss on deferred compensation plan ( 7 ) 8

23 unchanged sentences

Supplemental Cash Flow Information

Net cash paid (received) for:

Net cash received (paid) for:

Interest $ 247 $ 401

6 unchanged sentences

Comstock Holding Companies, Inc.

("Comstock" or the "Company"), founded in 1985 and incorporated in the state of Delaware in 2004, is a leading asset manager, developer, and operator of mixed-use and transit-oriented properties in the Washington, D.C.

The Company operates through four primarily real estate-focused subsidiaries – CHCI Asset Management, LC (“CAM”);

("Comstock" or the "Company"), founded in 1985 and incorporated in the state of Delaware in 2004, is a leading real estate company specializing in the development, acquisition, operation, and management of mixed-use, transit-oriented properties and data center developments.

The Company operates primarily through four wholly owned, real estate-focused subsidiaries – CHCI Asset Management, LC (“CAM”);

CHCI Residential Management, LC;

7 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.

20 unchanged sentences

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

March 31, December 31,

Investment Ownership % 2026 2025 Accounting Method

Investors X 50.0 % $ 116 $ 113 Fair Value

The Hartford 2.5 % 460 459 Fair Value

BLVD Forty Four 5.0 % 1,691 1,744 Fair Value

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

The Reed 9.0 % 4,618 — Fair Value

June 30, December 31, Accounting Method

Investment Ownership % 2026 2025

Investors X (1)

50.0 % $ 85 $ 113 Fair Value

The Hartford (1)

2.5 % 483 459 Fair Value

BLVD Forty Four (1)

5.0 % 1,761 1,744 Fair Value

BLVD Ansel (1)

5.0 % 2,003 1,972 Fair Value

9.0 % 4,671 — Fair Value

Woodland Pointe (1)

85.0 % 5,490 — Fair Value

Total investments recorded at fair value 14,493 4,288

Oklahoma JV (1)

50.0 % 2,847 — Equity Method

Comstock 41 100.0 % 1,668 1,665 Consolidated

Total investments in real estate ventures $ 19,008 $ 5,953

The Company is not deemed to be the primary beneficiary of the joint venture investment - see Note 13 for additional information

The Company’s maximum loss exposure on each of its investments in real estate ventures is equal to the carrying amount of the investment.

3 unchanged sentences

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

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

As of June 30, 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.

6 unchanged sentences

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

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 $ 0.6 million of revenue for the three and six months ended June 30, 2026, respectively.

Services revenue recognized for the three and six months ended June 30, 2025 was $ 0.2 million and $ 0.6 million, respectively.

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

As of June 30, 2026, the Company’s ownership interest in the Hartford was 2.5 %.

(See Note 13 for additional information).

1 unchanged sentence

In October 2021, the Company entered into a joint venture with CP to acquire a stabilized 15-story, luxury high-rise apartment building in Rockville, Maryland that was rebranded as BLVD Forty Four.

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.

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

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 $ 0.8 million of revenue for the three and six months ended June 30, 2026, respectively.

Services revenue recognized for the three and six months ended June 30, 2025 was $ 0.3 million and $ 0.7 million, respectively.

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

As of June 30, 2026, the Company’s ownership interest in BLVD Forty Four was 5.0 %.

(See Note 13 for additional information).

2 unchanged sentences

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 %.

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 $ 0.7 million of revenue for the three and six months ended June 30, 2026, respectively.

Services revenue recognized for the three and six months ended June 30, 2025 was $ 0.3 million and $ 0.6 million, respectively.

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

As of June 30, 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.

In March 2026, the Company entered into a multi-tier joint venture ownership structure 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 %.

The Company has entered into asset management and property management agreements to provide asset, residential, and janitorial services in exchange for market-rate fees, under which it recognized $ 0.5 million and $ 1.0 million of revenue for the three and six months ended June 30, 2026, respectively, inclusive of the aforementioned acquisition fee.

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

As of June 30, 2026, the Company’s ownership interest in The Reed was 9.0 %.

(See Note 13 for additional information).

Woodland Pointe

In April 2026, the Company entered into a multi-tier joint venture ownership structure with CP and a third-party preferred equity investor 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.

Concurrent with the acquisition, the joint venture entered into multiple leases at Woodland Pointe with Peraton, Inc.

("Peraton") that 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 Pointe campus.

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

In connection with the transactions, the Company earned a $ 3.3 million leasing fee, $ 0.8 million acquisition fee, and is entitled to receive investment related income and promote distributions in connection with its equity interest in the asset.

Company is 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.

The Company has entered into asset management and property management agreements to provide asset and commercial services in exchange for market-rate fees, under which it recognized $ 4.3 million of revenue for the three and six months ended June 30, 2026, inclusive of the aforementioned leasing and acquisition fees.

Fair value of the property as of June 30, 2026 was equal to the Company's initial investment, and going forward will be determined quarterly using an income approach model.

As of June 30, 2026, the Company’s ownership interest in Woodland Pointe was 85.0 %.

(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 —

Balance as of March 31, 2026 $ 8,892

Balance as of June 30, 2026 $ 14,493

In June 2026, the Company finalized the formation of a joint venture with Jericho Energy Ventures, Inc.

JEV) ("Jericho"), a Canada-based diversified energy company, with which the Company is partnering to facilitate the development of large-scale data center campuses in Oklahoma's Pawnee and Noble counties (the "Oklahoma JV").

The goal of the Oklahoma JV is to assemble a strategic portfolio of powered land that integrates Jericho's subsurface land and energy assets with surface land interests and is capable of delivering low-cost, high-performance, behind-the-meter power solutions to support the development of large-scale AI data center campuses.

The Oklahoma JV intends to monetize its assembled land portfolio through powered-land sales, build-to-suit ground leases, and/or phased joint development of turnkey data center assets designed to meet the needs of end-users.

Pursuant to the terms of the joint venture agreement, a wholly owned subsidiary of the Company and a Jericho affiliate (of which Jericho owns 50 %) each own 50 % of the Oklahoma JV.

The Jericho affiliate contributed its core land assets in Pawnee and Noble counties, which cover approximately 18,000 acres and include oil and gas leases, leasehold interests, approximately 60 miles of gathering pipeline, rights-of-way and easements, and land option agreements.

The Company contributed the capital needed to fund initial land assemblage and has also committed to contribute additional capital over time (See Notes 7 and 13 for additional information).

The Company provides administrative services to the Oklahoma JV in exchange for market-rate fees, and revenue recognized for the three and six months ended June 30, 2026 was immaterial.

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.

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.

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.

8 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 $ 0.1 million and immaterial for the three months ended March 31, 2026 and 2025, respectively.

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 $ 0.1 million for the three and six months ended June 30, 2026, respectively.

The Company's proportionate share of STS net income for the three and six months ended June 30, 2025 was immaterial.

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.

In February 2026, the Company made an initial $ 1.5 million investment in Jericho equity securities through a non-brokered private placement to better align the ongoing interests of the parties for what would become the Oklahoma JV (See Note 3 for further information).

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 at the time, 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.

In June 2026, as compensation for Mr.

Clemente's service on Jericho's board of directors, the Company was granted stock options to purchase 1,000,000 additional shares of Jericho common stock at an exercise price of 0.20 CAD.

The stock options were fully vested at grant and are exercisable for a period of 60 months from the date of issuance.

The Company's equity holdings in Jericho are recorded at fair value and presented as "equity investments" on its consolidated balance sheets.

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.

The Jericho warrants and stock options 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 and stock options 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, warrants, and options) 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.

The Company's leases typically have terms ranging from 5 to 10 years.

The Company's leases typically have initial terms ranging from 5 to 10 years.

The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

2 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Cash paid for lease liabilities:

Operating cash flows from operating leases $ 429 $ 400 $ 827 $ 796

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 %.

As of June 30, 2026, the Company's operating leases had a weighted-average remaining lease term of 4.4 years and a weighted-average discount rate of 4.65 %.

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

4 unchanged sentences

Total lease liabilities $ 4,858

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

As of June 30, 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 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.

As of June 30, 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

1 unchanged sentence

(See Note 5 for additional information).

The Company has the following capital commitments related to its investments in real estate ventures:

• For the Oklahoma JV, the Company has committed to contribute up to $ 6.0 million of additional capital to fund pre-development expenditures and land assemblage efforts.

As of June 30, 2026, $ 5.8 million of this contractual commitment remained outstanding.

(See Note 3 for additional information).

• For Woodland Pointe, the Company is committed to fund up to $ 16.2 million in capital contributions for future construction of the project to maintain its current ownership interest ( 85 %).

As of June 30, 2026, including the Company's initial investment, $ 10.7 million of this capital commitment remained outstanding.

Any additional capital contributions above and beyond the initial investment may be funded at the Company's election, with any failure to fund resulting in a proportional dilution of the Company's original ownership interest.

(See Notes 3 and 13 for additional information).

The Company is subject to litigation from time to time in the ordinary course of business;

8 unchanged sentences

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.

As of June 30, 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:

1 unchanged sentence

Amount Level 1 Level 2 Level 3

June 30, 2026

Investments in real estate ventures $ 14,493 $ — $ — $ 14,493

3 unchanged sentences

Stock warrants - Jericho 1,446 — 1,446 —

Stock options - Jericho 141 — 141 —

Deferred compensation plan liabilities 1,421 1,421 — —

December 31, 2025

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

1 unchanged sentence

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.

The Company’s private placement Jericho stock warrants and Jericho stock options are classified within Level 2 of the fair value hierarchy because they are not actively traded.

Fair value for both equity securities 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.

Changes in fair value of the Jericho stock warrants and stock options 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.

(See Note 4 for additional information).

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

2 unchanged sentences

Input(s) Range (Wtd.

June 30, 2026

Investments in real estate ventures $ 14,493 Income approach Capitalization rate 5.20 % - 7.45 % ( 2.67 %)

Discount rate 7.15 % - 8.50 % ( 3.49 %)

December 31, 2025

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.

Range represents 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 March 31, 2026, the Company had not declared any dividends.

As of June 30, 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 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.

As of June 30, 2026, there were 1.1 million shares of Class A common stock available for issuance under the 2019 Plan.

During the three and six months ended June 30, 2026, the Company recorded stock-based compensation expense of $ 0.5 million and $ 1.0 million, respectively.

During the three and six months ended June 30, 2025, the Company recorded stock-based compensation expense of $ 0.3 million and $ 0.5 million, respectively.

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

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.

As of June 30, 2026, there was $ 2.8 million of total unrecognized stock-based compensation, which is expected to be recognized over a weighted-average period of 2.1 years.

Restricted Stock Units

7 unchanged sentences

Granted 247 11.72

Performance awards (1)

Released ( 189 ) 4.84

Canceled/Forfeited ( 6 ) 7.47

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 three months ended March 31, 2026 and 2025 was $ 2.3 million and $ 1.6 million, respectively.

Balance as of June 30, 2026 493 $ 8.73

Vested and expected to vest after June 30, 2026 498 $ 8.71

The total intrinsic value of RSUs that vested during the six months ended June 30, 2026 and 2025 was $ 2.3 million and $ 1.6 million, respectively.

Stock Options

7 unchanged sentences

Canceled/Forfeited — —

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.

Balance as of June 30, 2026 — $ — — $ —

Exercisable as of June 30, 2026 — $ — — $ —

The total intrinsic value of stock options exercised during the six months ended June 30, 2026 and 2025 was $ 0.6 million and $ 0.2 million, respectively.

All of the Company's revenue for the three and six months ended June 30, 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue by Line of Business

1 unchanged sentence

Property management (1)

4,057 2,903 7,481 5,861

ParkX management 6,043 3,200 11,309 5,754

1 unchanged sentence

CHCI Commercial and CHCI Residential

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue by Customer Type

2 unchanged sentences

Total revenue $ 22,581 $ 12,972 $ 40,027 $ 25,611

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue by Timing

2 unchanged sentences

Total revenue $ 22,581 $ 12,972 $ 40,027 $ 25,611

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue by Contract Fee Type (1)

1 unchanged sentence

$ 10,570 $ 8,369 $ 21,653 $ 16,993

8,711 2,989 12,087 5,640

Fixed fee (4)

3,300 1,614 6,287 2,978

Total revenue $ 22,581 $ 12,972 $ 40,027 $ 25,611

4 unchanged sentences

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.

The Company recognized no revenue from incentive fees for the three and six months ended June 30, 2026 and 2025.

(See Note 13 for additional information).

4 unchanged sentences

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 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.

The Company's effective tax rates for the three and six months ended June 30, 2026 differ from the U.S.

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

Net Income (Loss) Per Share

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,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income (loss) - Basic and Diluted $ 8,845 $ 1,446 $ 10,834 $ 3,035

5 unchanged sentences

Diluted $ 0.84 $ 0.14 $ 1.01 $ 0.29

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 .

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

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Restricted stock units 1 — 1 —

Stock options — — — —

Related Party Transactions

18 unchanged sentences

0.5 % above $ 50 million

In addition to the annual payment of either the Market Rate Fee or the Cost-Plus Fee, CAM is also entitled on an annual basis to receive certain supplemental fees, as detailed for the respective asset management agreements in the following table:

Description 2022 AMA

In addition to the annual payment of either the Market Rate Fee or the Cost-Plus Fee, CAM is also entitled on an annual basis to receive certain supplemental fees, as detailed in the following table:

Description 2022 AMA Fees

Incentive Fee When receiving Market Rate Fee :

21 unchanged sentences

Lease Procurement Agreements

The Company has lease procurement agreements with properties owned by CP Entities under which the Company receives certain finders' fees in connection with the procurement of new leases for such properties where an external broker is not engaged on behalf of the CP Entities.

behalf of the CP Entities.

Such leasing fees are supplemental to the fees generated from the Company's management agreements referenced above and are generally 1 - 2 % of the future lease payments to be received by the CP Entity from the executed lease.

5 unchanged sentences

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 June 2026, the Company entered into a joint venture agreement with Jericho to form Oklahoma AI Ventures LLC, an entity created to facilitate and support the development of large-scale AI data center campuses in Oklahoma's Pawnee and Noble counties (the "Oklahoma JV").

Pursuant to the joint venture agreement, the Company earns a $ 10 k/month management fee to serve as the administrative member for the partnership.

(See Note 3 for additional information).

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.

16 unchanged sentences

In conjunction with the acquisition of Comstock 41, the Company entered into an amendment to the existing asset management agreement with CP to introduce an acquisition pursuit fee of $ 0.1 million and contingent entitlement success fee to pursue potential relocation of moderately-priced dwelling units ("MPDUs") from BLVD Forty Four to Comstock 41.

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

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.

3 unchanged sentences

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

The Company entered into a joint venture with CP to form CHCI 15955 Frederick JV, LLC ("Comstock Reed JV Holding Company"), of which the common equity interests are ninety percent ( 90 %) owned by the Company and ten percent ( 10 %) owned by CP.

Comstock Reed JV Holding Company entered into a joint venture with a BSP-advised institutional fund to form 15955 Frederick JV, LLC ("The Reed Holding Company"), of which the common equity interests are ninety percent ( 90 %) owned by BSP and ten percent ( 10 %) owned by Comstock Reed JV Holding Company.

The Reed Holding Company is a single purpose entity that completed the acquisition of The Reed.

As a result, the Company owns a nine percent ( 9 %) indirect ownership interest in The Reed.

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

1 unchanged sentence

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

In November 2020, the Company relocated its corporate headquarters to office space owned and controlled by its Chief Executive Officer Christopher Clemente and his family, pursuant to a ten-year lease agreement.

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 CP to host ParkX's specialized remote monitoring center operations.

(See Note 3 for additional information).

Woodland Pointe

In April 2026, the Company entered into a joint venture with CP and a third-party preferred equity investor to acquire a 6.77 -acre office campus in Herndon, Virginia that includes a six-story, 185,000 -square foot, Class A office tower and a 100,000 square foot build-to-suit office building to be constructed on the Woodland Pointe campus.

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

The Company entered into a joint venture with CP to form CP Woodland JV, LLC ("Comstock Woodland JV Holding Company"), of which the common equity interests are eighty-five percent ( 85 %) owned by the Company and fifteen percent ( 15 %) owned by CP.

Comstock Woodland JV Holding Company entered into a joint venture with a third-party preferred equity investor to form 2200 Woodland JV, LLC (the "Woodland Holding Company").

Woodland Holding Company is the 100% owner of Comstock WP, LLC "Woodland Property Company"), a single purpose entity that completed the acquisition of Woodland Pointe.

The Company considers Woodland Pointe to be a variable interest entity over which it exercises significant influence given the 85 % common equity interest in the Comstock Woodla nd JV Holding Company;

however, considering key factors such as the Company’s limited participation in major policy-making decisions as well as oversight of management services of the property by the third-party preferred equity investor and CP, the Company concluded that the power to direct activities that most significantly impact economic performance is shared.

Given 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.

(See Note 3 for additional information).

Jericho/Oklahoma JV

In June 2026, the Company finalized the formation of a joint venture with Jericho to facilitate the development of large-scale data center campuses in Oklahoma's Pawnee and Noble counties, the Oklahoma JV, in which it holds a 50 % ownership interest.

In addition, the Company holds a direct equity ownership interest in Jericho and Mr.

Clemente serves on Jericho's board of directors.

The Company considers the Oklahoma JV to be a variable interest entity over which it exercises significant influence ;

however, considering key factors such as the Company’s shared control over land acquisition, power securitization, and execution of material contracts, the Company concluded that the power to direct activities that most significantly impact economic performance is shared.

Therefore, it is not the primary beneficiary and does not have a controlling financial interest in the property (See Notes 3 and 4 for additional information).

Corporate Leases

The Company's corporate headquarters is located in of fice space owned and controlled by an affiliate of CP pursuant to a ten-year lease agreement for approximately 25,630 square feet that is scheduled to expire in October 2030.

ParkX Management, LC maintains its remote monitoring center operations pursuant to a five-year lease agreement for approximately 1,329 square feet in a commercial property owned and controlled by an affiliate of CP that is scheduled to expire in December 2027.

Credit Facility

4 unchanged sentences

Segment revenue is primarily generated from the performance of various real estate services through the asset and property management contracts entered into with customers.

The CODM evaluates segment performance and decides how to allocate resources primarily based on the Company’s consolidated net income results, as reported in the Company's consolidated statements of operations as "net income (loss)." The measure of segment assets is reported on the Company's consolidated balance sheets as "total assets."

The measure of segment assets is reported on the Company's consolidated balance sheets as "total assets."

The CODM evaluates segment performance based on the Company’s consolidated net income results, which are reported in the Company's consolidated statements of operations as "net income (loss).

Consolidated net income results are primarily used to monitor budget-to-actual results, assess profitability to decide how to best re-invest profits (core operations, investments, etc.), and determine employee compensation during the Company's annual performance review cycle.

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Asset management and corporate operating expenses $ 6,947 $ 5,627 $ 14,907 $ 11,536

5 unchanged sentences

Total operating costs and expenses $ 15,935 $ 11,189 $ 31,841 $ 22,091

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