Comstock Inc.

Except as set forth below, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025. The risk factors below supplement, and should be read together with, those risk factors.

The deferred and contingent consideration from the sale of our former mining business may be reduced, delayed or not received, and the value of the Mackay Parent common stock we received may decline.

On August 21, 2026, we completed the sale of our former mining entities to Mackay. A substantial portion of the consideration remains deferred, contingent or payable in Mackay Parent common stock, and our ability to realize that consideration depends on the performance, financial condition and future decisions of Mackay and Mackay Parent, which we do not control. The $7.0 million Second Tranche Payment is not due until up to eighteen months after June 21, 2026, and up to $2.0 million of it may be paid in Mackay Parent common stock. Although the Second Tranche Payment is secured by a deed of trust on the properties owned by the Acquired Entities, enforcing that security could be costly and time-consuming, and the value of the properties may not be sufficient to satisfy the amount owed. The $10.0 million Contingent Payment is payable only if, within seven years after closing, Mackay or Mackay Parent makes a construction decision or undergoes a change of control (each as defined in the Purchase Agreement), and neither event may occur. Payments under our 1.5% net smelter returns royalty depend on future mineral production from the properties, which may never occur and will be affected by metal prices, and Mackay may repurchase the royalty for a fixed payment. In addition, the 2,000,000 shares of Mackay Parent common stock we received are contractually restricted until February 21, 2028. The value of these shares has declined since closing, and we recognized an unrealized loss of $260,000 for the three and nine months ended September 30, 2026. The trading market for these shares may be limited, and we may be unable to sell them when the restrictions lapse at prices we consider acceptable or at all. The Purchase Agreement also restricts us and our affiliates from acquiring interests in property within five miles of the Acquired Entities’ properties. If any of the deferred or contingent consideration is reduced, delayed or not received, or if the value of the Mackay Parent common stock declines, our financial condition, liquidity and results of operations could be adversely affected.

Our obligations under our precedent agreement with Great Basin and the related guaranty require us to provide significant credit support, the amount of which may be substantial, and could require us to make substantial payments.

In November 2025, we entered into a precedent agreement with Great Basin (the “Precedent Agreement”) for the construction of pipelines and related facilities to our properties in Silver Springs, Nevada (the “Expansion Facilities”). Under the Precedent Agreement and a related guaranty executed on March 31, 2026 (the “Great Basin Guaranty”), we have guaranteed the performance of our obligations, including potential reimbursement of project development and default costs if the Precedent Agreement is terminated. We are required to provide credit support through a phased surety arrangement collateralized by an escrow account, and the required surety amount is expected to increase to approximately $39.0 million by December 31, 2026 and approximately $54.0 million by December 31, 2027. As of September 30, 2026, we had deposited $4.0 million into escrow, and we deposited an additional $2.0 million on October 9, 2026. We expect to satisfy the remaining requirements through a combination of third-party surety bonding and financial support from SSOF. However, the anticipated financing arrangement has not been finalized, and there can be no assurance that the anticipated financing arrangement will be obtained on acceptable terms. If they are not, we may be required to fund the collateral from our own resources or seek alternative financing, which may not be available on acceptable terms and could result in dilution to our stockholders. Great Basin may terminate the Precedent Agreement under certain circumstances, many of which are outside our control, including if it determines that the Expansion Facilities would be operationally or economically infeasible or if it does not receive and accept a final certificate order from the Federal Energy Regulatory Commission. If the Expansion Facilities are completed, we expect to be obligated for 20-year firm transportation reservation charges beginning in November 2028. If a loss under the Great Basin Guaranty becomes probable, we may be required to recognize additional liabilities, which could be material. Any of these events could materially and adversely affect our liquidity, financial condition and results of operations.

The Company has taken, and may be required to take additional, write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

During the nine months ended September 30, 2026, the Company recognized impairment losses of $16,415,894 in its Fuels Segment, consisting of $13,648,042 of developed technology intangible assets that were no longer relevant to Bioleum’s plans, $1,736,481 of capitalized engineering costs that had not yet been placed in service, and $1,031,371 representing its full net investment in an unaffiliated research and development company. The Company may be forced to later write down or write off additional assets, restructure its operations, or incur impairment or other charges that could result in losses, including with respect to its remaining Fuels Segment assets if Bioleum’s development plans change, Bioleum is unable to obtain financing, or there are adverse outcomes in pending litigation involving Bioleum. Unexpected risks may arise, and previously known risks may materialize. Even though these charges may be non-cash items and not have an immediate impact on the Company’s liquidity, the fact that the Company may report charges of this nature could contribute to negative market perceptions about the Company or its securities. In addition, charges of this nature may cause the Company to be unable to obtain future financing on favorable terms or at all.