Item 1. Financial Statements
Item 1. Financial Statements
COMSTOCK HOLDING COMPANIES, INC.
Condensed Consolidated Balance Sheets
(Unaudited; in thousands, except per share data)
June 30, December 31,
2026 2025
Assets
Current assets:
Cash and cash equivalents $ 25,334 $ 31,282
Accounts receivable, net 1,142 829
Accounts receivable - related parties 16,514 19,137
Prepaid expenses and other current assets 795 2,018
Total current assets 43,785 53,266
Fixed assets, net 632 674
Intangible assets 144 144
Leasehold improvements, net 15 30
Investments in real estate ventures 19,008 5,953
Equity investments 6,196 —
Operating lease assets 4,529 5,002
Deferred income taxes, net 16,346 18,894
Deferred compensation plan assets 1,403 897
Other assets 125 102
Total assets $ 92,183 $ 84,962
Liabilities and Stockholders' Equity
Current liabilities:
Accrued personnel costs $ 3,736 $ 7,839
Accounts payable and accrued liabilities 963 847
Current operating lease liabilities 1,008 994
Total current liabilities 5,707 9,680
Deferred compensation plan liabilities 1,421 960
Operating lease liabilities 3,850 4,356
Total liabilities 10,978 14,996
Commitments and contingencies (Note 7)
Stockholders' equity:
Class A common stock; $ 0.01 par value; 59,780 shares authorized; 10,146 issued and 10,061 outstanding as of June 30, 2026; 9,958 issued and 9,872 outstanding as of December 31, 2025
100 99
Class B common stock; $ 0.01 par value; 220 shares authorized, issued, and outstanding as of June 30, 2026 and December 31, 2025
2 2
Additional paid-in capital 203,650 203,246
Treasury stock, at cost ( 86 shares of Class A common stock)
( 2,662 ) ( 2,662 )
Accumulated deficit ( 119,885 ) ( 130,719 )
Total stockholders' equity 81,205 69,966
Total liabilities and stockholders' equity $ 92,183 $ 84,962
See accompanying Notes to Condensed Consolidated Financial Statements
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COMSTOCK HOLDING COMPANIES, INC.
Condensed Consolidated Statements of Operations
(Unaudited; in thousands, except per share data)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenue $ 22,581 $ 12,972 $ 40,027 $ 25,611
Operating costs and expenses:
Cost of revenue 14,597 10,502 29,268 20,789
Selling, general, and administrative 1,265 609 2,428 1,144
Depreciation and amortization 73 78 145 158
Total operating costs and expenses 15,935 11,189 31,841 22,091
Income (loss) from operations 6,646 1,783 8,186 3,520
Other income (expense):
Interest income 68 220 197 404
Gain (loss) on real estate ventures 66 9 138 18
Gain (loss) on equity investments 4,261 — 4,696 —
Other income (expense), net 153 73 165 55
Income (loss) from operations before income tax 11,194 2,085 13,382 3,997
Provision for (benefit from) income tax 2,349 639 2,548 962
Net income (loss) $ 8,845 $ 1,446 $ 10,834 $ 3,035
Weighted-average common stock outstanding:
Basic 10,259 10,069 10,371 10,051
Diluted 10,587 10,436 10,685 10,404
Net income (loss) per share:
Basic $ 0.86 $ 0.14 $ 1.04 $ 0.30
Diluted $ 0.84 $ 0.14 $ 1.01 $ 0.29
See accompanying Notes to Condensed Consolidated Financial Statements
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COMSTOCK HOLDING COMPANIES, INC.
Condensed Consolidated Statements of Changes in Stockholders' Equity
(Unaudited; in thousands)
Class A Class B
Common Stock Common Stock Treasury Accumulated
Shares Amount Shares Amount APIC stock deficit Total
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
Issuance of common stock, net of shares withheld for taxes 155 1 — — ( 692 ) — — ( 691 )
Stock-based compensation 12 — — — 546 — — 546
Net income (loss) — — — — — — 1,989 1,989
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 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
Issuance of common stock, net of shares withheld for taxes 156 1 — — ( 493 ) — — ( 492 )
Stock-based compensation 4 — — — 251 — — 251
Net income (loss) — — — — — — 1,589 1,589
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
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COMSTOCK HOLDING COMPANIES, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited; in thousands)
Six Months Ended June 30,
2026 2025
Operating Activities
Net income (loss) $ 10,834 $ 3,035
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization 145 158
Stock-based compensation 1,030 539
(Gain) loss on real estate ventures ( 138 ) ( 18 )
(Gain) loss on equity investments ( 4,696 ) —
Deferred income taxes 2,548 962
Accrued interest income ( 17 ) ( 73 )
(Gain) loss on disposal of fixed assets — 2
(Gain) loss on deferred compensation plan ( 7 ) 8
Changes in operating assets and liabilities:
Accounts receivable 2,310 874
Prepaid expenses and other current assets ( 7 ) ( 416 )
Accrued personnel costs ( 4,096 ) ( 2,715 )
Accounts payable and accrued liabilities 116 108
Deferred compensation plan liabilities 361 305
Other assets and liabilities ( 19 ) ( 2 )
Net cash provided by (used in) operating activities $ 8,364 $ 2,767
Investing Activities
Investments in real estate ventures $ ( 11,857 ) $ ( 10 )
Distributions from real estate ventures 164 2
Equity investments ( 1,500 ) —
Purchase of deferred compensation plan securities ( 463 ) ( 397 )
Proceeds from sales of deferred compensation plan securities 57 41
Purchase of fixed assets ( 88 ) ( 189 )
Net cash provided by (used in) investing activities $ ( 13,687 ) $ ( 553 )
Financing Activities
Proceeds from issuance of common stock related to equity awards $ 165 $ 86
Payment of taxes related to the net share settlement of equity awards ( 790 ) ( 578 )
Net cash provided by (used in) financing activities $ ( 625 ) $ ( 492 )
Net increase (decrease) in cash and cash equivalents $ ( 5,948 ) $ 1,722
Cash and cash equivalents, beginning of period 31,282 28,761
Cash and cash equivalents, end of period $ 25,334 $ 30,483
Supplemental Cash Flow Information
Net cash received (paid) for:
Interest $ 247 $ 401
Income taxes — —
See accompanying Notes to Condensed Consolidated Financial Statements
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COMSTOCK HOLDING COMPANIES, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited; in thousands except per share data or otherwise indicated)
1. Company Overview
Comstock Holding Companies, Inc. ("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; CHCI Commercial Management, LC; and ParkX Management, LC.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the requirements of the U.S. Securities and Exchange Commission (the “SEC”). As permitted, certain information and footnote disclosures have been condensed or omitted. Intercompany balances and transactions have been eliminated and certain prior period amounts have been reclassified to conform to current period presentation.
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. The results of operations presented in these interim condensed consolidated financial statements are unaudited and are not necessarily indicative of the results to be expected for the full fiscal year.
These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s fiscal year 2025 Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”) filed with the SEC on March 17, 2026. The consolidated balance sheet as of December 31, 2025 was derived from the audited consolidated financial statements contained in the 2025 Annual Report.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Significant items subject to such estimates include, but are not limited to, the valuation of equity method investments, incentive fee revenue recognition, and the valuation of deferred tax assets. Assumptions made in the development of these estimates contemplate both the macroeconomic landscape and the Company's anticipated results, however actual results may differ materially from these estimates.
Recent Accounting Pronouncements - Adopted
In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ” 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 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): Disaggregation of Income Statement Expenses .” This guidance requires disclosure of disaggregated information about certain financial statement expense line items presented on the consolidated statements of operations in the notes to the financial statements on an interim and annual basis. The standard can be applied either prospectively or retrospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027; early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
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3. Investments in Real Estate Ventures
The following table summarizes the Company's investments in real estate ventures (in thousands):
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
The Reed (1)
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
(1)
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.
Investments Recorded at Fair Value
Additional details on the Company's unconsolidated investments in real estate ventures that are recorded at fair value are as follows:
Investors X
In April 2019, the Company entered into a master transfer agreement with CP Real Estate Services, LC (“CPRES”), an entity owned by Comstock’s Chief Executive Officer Christopher Clemente, that entitled the Company to priority distribution of residual cash flow from its Class B membership interest in Comstock Investors X, L.C. ("Investors X"), an unconsolidated variable interest entity that owns the Company's residual homebuilding operations. 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. (See Note 13 for additional information).
The Hartford
In December 2019, the Company entered into a joint venture with Comstock Partners, LC ("CP"), an entity controlled by Mr. Clemente and wholly owned by Mr. Clemente and certain family members, to acquire The Hartford Building ("The Hartford"), a Class-A office building adjacent to Clarendon Station on Metro’s Orange Line in Arlington County, Virginia. Built in 2003, the 211,000 square foot LEED Gold-certified, mixed-use building is located in the premier Rosslyn-Ballston corridor. 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.
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 $ 0.6 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).
BLVD Forty Four
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
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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 $ 0.8 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).
BLVD Ansel
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.
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 $ 0.7 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).
The Reed
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, 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. The
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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):
Balance as of December 31, 2025 $ 4,288
Investments 10,254
Distributions ( 49 )
Change in fair value —
Balance as of June 30, 2026 $ 14,493
Oklahoma JV
In June 2026, the Company finalized the formation of a joint venture with Jericho Energy Ventures, Inc. (TSXV: 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.
Comstock 41
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. This investment property sits adjacent to BLVD Ansel and BLVD Forty-Four and is currently a surface parking lot. 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. 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).
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Other Investments
The Company has a joint venture with Superior Title Services, Inc. ("STS") to provide title insurance to its clients. The Company records this co-investment using the equity method of accounting and adjusts the carrying value of the investment for its proportionate share of net income and distributions. 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 $ 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.
4. Equity Investments
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 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.
5. Leases
The Company has operating leases for office space leased in various buildings for its own use. 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. Lease costs related to the Company's operating leases are primarily reflected in "cost of revenue" in the consolidated statements of operations, as they are a reimbursable cost under the Company's respective asset management agreements. (See Note 13 for additional information).
The following table summarizes operating lease costs by type (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Operating lease costs
Fixed lease costs $ 296 $ 296 $ 593 $ 593
Variable lease costs 134 103 225 200
Total operating lease costs $ 430 $ 399 $ 818 $ 793
The following table presents supplemental cash flow information related to the Company's operating leases (in thousands):
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
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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):
Year Ending December 31, Operating Leases
2026 (6 months) $ 610
2027 1,204
2028 1,233
2029 1,262
2030 1,073
Thereafter —
Total future lease payments 5,382
Imputed interest ( 524 )
Total lease liabilities $ 4,858
As of June 30, 2026, the Company does not have any liabilities related to leases that have not yet commenced.
6. Debt
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 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.
7. Commitments and Contingencies
The Company maintains certain non-cancelable operating leases that contain various renewal options. (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; however, the Company does not expect the results, if any, to have a material adverse impact on its results of operations, financial position, or liquidity. The Company records a contingent liability when it is both probable that a liability has been incurred and the amount can be reasonably estimated; however, the Company is not aware of any reasonably possible losses that would have a material impact on its results of operations, financial position, or liquidity. The Company expenses legal defense costs as they are incurred.
8. 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; and
Level 3 — Unobservable inputs that are used when little or no market data is available.
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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:
Fair Value Measurements
Amount Level 1 Level 2 Level 3
June 30, 2026
Investments in real estate ventures $ 14,493 $ — $ — $ 14,493
Deferred compensation plan assets 1,403 1,403 — —
Equity investments
Variable voting shares - Jericho 4,609 4,609 — —
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
Deferred compensation plan assets 897 897 — —
Deferred compensation plan liabilities 960 960 — —
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 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:
Amount Valuation
Technique(s) Unobservable
Input(s) Range (Wtd. Avg.) (1)
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 %)
(1)
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.
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9. Stockholders' Equity
Common Stock
The Company's certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock, each with a par value of $ 0.01 per share. Holders of Class A common stock and Class B common stock are entitled to dividends when, as and if, declared by the Company's board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to fifteen votes per share. Shares of Class B common stock are convertible into an equivalent number of shares of our Class A common stock upon transfer. As of June 30, 2026, the Company had not declared any dividends.
Stock-based Compensation
On February 12, 2019, the Company approved the 2019 Omnibus Incentive Plan (the “2019 Plan”), which replaced the 2004 Long-Term Compensation Plan (the “2004 Plan”). The 2019 Plan provides for the issuance of stock options, stock appreciation rights ("SARs"), restricted stock, restricted stock units, dividend equivalents, performance awards, and stock or other stock-based awards. The 2019 Plan mandates that all lapsed, forfeited, expired, terminated, cancelled and withheld shares, including those from the predecessor plan, be returned to the 2019 Plan and made available for issuance. The 2019 Plan originally authorized 2.5 million shares of the Company's Class A common stock for issuance. 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 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
Restricted stock unit (“RSU”) awards granted to employees are subject to continued employment and generally vest in four annual installments over the four-year period following the grant dates. The Company also grants certain RSU awards to management that contain additional vesting conditions tied directly to a defined performance metric for the Company (“PSUs”). The actual number of PSUs that will vest can range from 60 % to 120 % of the original grant target amount, depending upon actual Company performance below or above the established performance metric targets. The Company estimates performance in relation to the defined targets when calculating the related stock-based compensation expense.
The following table summarizes all restricted stock unit activity (in thousands, except per share data):
RSUs
Outstanding Weighted-Average Grant Date Fair Value
Balance as of December 31, 2025 441 $ 5.37
Granted 247 11.72
Released ( 189 ) 4.84
Canceled/Forfeited ( 6 ) 7.47
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
Non-qualified stock options generally expire 10 years after the grant date and, except under certain conditions, the options are subject to continued employment and vest in four annual installments over the four-year period following the grant dates.
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The following table summarizes all stock option activity (in thousands, except per share data and time periods):
Options
Outstanding Weighted-
Average
Exercise
Price Weighted-
Average
Remaining
Contractual
Term (Years) Aggregate
Intrinsic
Value
Balance as of December 31, 2025 50 $ 3.30 2.5 $ 416
Granted — —
Exercised ( 50 ) 3.30
Canceled/Forfeited — —
Expired — —
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.
10. Revenue
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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenue by Line of Business
Asset management $ 12,481 $ 6,869 $ 21,237 $ 13,996
Property management (1)
4,057 2,903 7,481 5,861
ParkX management 6,043 3,200 11,309 5,754
Total revenue $ 22,581 $ 12,972 $ 40,027 $ 25,611
(1)
CHCI Commercial and CHCI Residential
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenue by Customer Type
Related party $ 20,108 $ 11,260 $ 35,556 $ 22,712
Third party 2,473 1,712 4,471 2,899
Total revenue $ 22,581 $ 12,972 $ 40,027 $ 25,611
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenue by Timing
Recurring/over time $ 15,648 $ 11,357 $ 31,385 $ 22,916
Point-in-time 6,933 1,615 8,642 2,695
Total revenue $ 22,581 $ 12,972 $ 40,027 $ 25,611
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Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenue by Contract Fee Type (1)
Cost recovery (2)
$ 10,570 $ 8,369 $ 21,653 $ 16,993
Variable (3)
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
(1)
Certain contracts contain multiple revenue streams that lend to classification in more than one category.
(2)
Includes cost plus revenues tied to asset management services under the 2022 AMA and revenue earned from reimbursable expenses.
(3)
Includes fixed rate contract amounts applied to various variable metrics to determine the amount of revenue earned.
(4)
Includes fixed fee arrangements where the dollar value of the revenue earned remains consistent over time.
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 and six months ended June 30, 2026 and 2025. (See Note 13 for additional information).
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.
11. Income Taxes
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 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 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.
12. 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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
Numerator:
Net income (loss) - Basic and Diluted $ 8,845 $ 1,446 $ 10,834 $ 3,035
Denominator:
Weighted-average common shares outstanding - Basic 10,259 10,069 10,371 10,051
Effect of common share equivalents 328 367 314 353
Weighted-average common shares outstanding - Diluted 10,587 10,436 10,685 10,404
Net income (loss) per share:
Basic $ 0.86 $ 0.14 $ 1.04 $ 0.30
Diluted $ 0.84 $ 0.14 $ 1.01 $ 0.29
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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 — — — —
13. Related Party Transactions
Asset Management Agreements
In June 2022, CHCI Asset Management, L.C. (“CAM”), an entity wholly owned by the Company, entered into a master asset management agreement with CP (the “2022 AMA”) that superseded in its entirety the previous asset management agreement between CAM and CPRES dated April 30, 2019. Entry into the 2022 AMA was unanimously approved by the independent directors of the Company.
The 2022 AMA engaged CAM to manage and administer CP’s commercial real estate portfolio (the "Anchor Portfolio") and the day-to-day operations of CP and each property-owning subsidiary of CP (collectively, the “CP Entities”). CAM will provide investment advisory, development, and asset management services necessary to build out, stabilize and manage the Anchor Portfolio, which currently consists primarily of two of the larger transit-oriented, mixed-use developments located on Washington D.C. Metro’s Silver Line (Reston Station and Loudoun Station) that are owned by CP Entities and ultimately controlled by Mr. Clemente.
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. The Market Rate Fee calculation is defined in the 2022 AMA as the sum of the fees detailed in the following table:
Description 2022 AMA Fees
Asset Management Fee 2.5 % of Anchor Portfolio revenue
Entitlement Fee 15 % of total re-zoning costs
Development and Construction Fee 5 % of development costs (excluding previously charged Entitlement Fees)
Property Management Fee 1 % of Anchor Portfolio revenue
Acquisition Fee 1 % on first $ 50 million of purchase price; 0.5 % above $ 50 million
Disposition Fee 1 % on first $ 50 million of sale price; 0.5 % above $ 50 million
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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 :
On a mark-to-market basis, equal to 20 % of the imputed profit of certain real estate assets comprising the Anchor Portfolio for which a Triggering Event (1) has occurred, after calculating a compounding preferred return of 8 % on CP invested capital (the “Market Incentive Fee”)
When receiving the Cost-Plus Fee :
On a mark-to-market basis, an incentive fee equal to 10 % of the imputed profit of certain real estate assets comprising the Anchor Portfolio for which a Triggering Event 1 has occurred, after calculating a compounding preferred return of 8 % on CP invested capital (the “Base Incentive Fee”)
Investment Origination Fee 1 % of raised capital
Leasing Fee $ 1 /per sqft. for new leases and $ 0.50 /per sqft. 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
(1)
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. Twenty-four months after the effective date of the 2022 AMA, CP is entitled to terminate the 2022 AMA without cause upon 180 days advance written notice to CAM. In the event of such a termination and in addition to the payment of any accrued annual fees due and payable as of the termination date under the 2022 AMA, CP is required to pay a termination fee equal to two times the Cost-Plus Fee or Market Rate Fee paid to CAM for the calendar year immediately preceding the termination.
Residential, Commercial, and Parking Property Management Agreements
The Company entered into separate residential property management agreements with properties owned by CP Entities under which the Company receives fees to manage and operate the properties, including tenant communications, leasing of apartment units, rent collections, building maintenance and day-to-day operations, engagement and supervision of contractors and vendors providing services for the buildings, and budget preparation and oversight.
The Company entered into separate commercial property and parking management agreements with several properties owned by CP Entities under which the Company receives fees to manage and operate the office and retail portions of the properties, including tenant communications, rent collections, building maintenance and day-to-day operations, engagement and supervision of contractors and vendors providing services for the buildings, and budget preparation and oversight. These property management agreements each have initial terms of one year with successive, automatic one-year renewal terms. The Company generally receives base management fees under these agreements based upon a percentage of gross rental revenues for the portions of the buildings being managed in addition to reimbursement of specified expenses, including employment expenses of personnel employed by the Company in the management and operation of each property.
Construction Management Agreements
The Company has construction management agreements with properties owned by CP Entities under which the Company receives fees to provide certain construction management and supervision services, including management of tenant buildouts and casualty event remediation and restoration. The Company typically receives a construction management fee that is set forth in the applicable tenant’s lease or executed work authorization and based on a percentage of the total costs (or total hard costs) of the project.
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
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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.
Business Management Agreements
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 ("Tackley Mill"). 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 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).
Investors X
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. ("Investors X"), an unconsolidated variable interest entity that owns the Company's residual homebuilding operations. The Company considers Investors X to be a variable interest entity over which it does not have the power to direct activities that most significantly impact economic performance, therefore it is not the primary beneficiary of Investors X and does not have to consolidate the entity into its financial results. (See Note 3 for additional information).
The Hartford
In December 2019, the Company made an investment related to the purchase of The Hartford, a stabilized commercial office building located at 3101 Wilson Boulevard in the Clarendon area of Arlington, Virginia. In conjunction with the investment, the Company entered into an operating agreement with CP to form Comstock 3101 Wilson, LC, to purchase The Hartford. Pursuant to the Operating Agreement, the Company held a minority membership interest of The Hartford and the remaining membership interests of The Hartford are held by CP.
In February 2020, the Company, CP and DWF VI 3101 Wilson Member, LLC (“DWF”), an unaffiliated, third party, equity investor in the Hartford, entered into a limited liability company agreement (the “DWC Operating Agreement”) to form DWC 3101 Wilson Venture, LLC (“DWC”) to, among other things, acquire, own and hold all interests in The Hartford. In furtherance thereof, on February 7, 2020, the original operating agreement was amended and restated (the “A&R Operating Agreement”) to memorialize the Company’s and CP’s assignment of 100 % of its membership interests in The Hartford to DWC. As a result, DWC is the sole member of the Hartford Owner. The Company and CP, respectively, hold minority membership interests in, and DWF holds the majority membership interest in, DWC. ( See Note 3 for additional information).
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 in Rockville, Maryland. The Company considers BLVD Forty Four and BLVD Ansel to be variable interest entities upon which it exercises significant influence; however, considering key factors such as the Company’s ownership interest and participation in policy-making decisions by majority equity holders, and oversight of management services by majority equity holders, 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 properties, it concluded that it is not the primary beneficiary and does not have a controlling financial interest in either property.
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
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acquisition. 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).
The Reed
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 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; 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. (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).
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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
In March 2025, the Company entered into an agreement with CP to secure 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, replacing a pre-existing expiring credit facility with a different affiliated entity ( See Note 6 for additional information).
14. Segment Information
The Company’s CODM is the Chief Executive Officer. The Company views its operations and manages its business as a single reportable operating segment. 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 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 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
Commercial operating expenses 1,364 1,168 2,470 2,273
Residential operating expenses 1,673 1,276 3,188 2,585
ParkX operating expenses 5,394 2,752 10,101 5,000
Stock compensation 484 288 1,030 539
Depreciation and amortization 73 78 145 158
Total operating costs and expenses $ 15,935 $ 11,189 $ 31,841 $ 22,091
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.