Comstock Holding Companies, Inc.
For the period ended Dec 31, 2025. Filed Mar 17, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 17, 2026
CHCI$17.88-3.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-21.
0001299969-25-000004
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-17.
0001628280-26-018409
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 80 previous paragraphs and 78 current paragraphs.
55 unchanged; 18 reworded; 5 added; 6 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
•1 commercial asset that represents approximately 6,000 square feet; and
Current report
In December 2025, we 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 an entitlement success fee based on a contingent fee agreement with BLVD Forty Four that was recognized as revenue for the year ended December 31, 2025. (See Note 13 in the Notes to Consolidated Financial Statements for additional information).
Current report
Revenue increased 22.6% in 2025. The $11.6 million variance was primarily driven by the growth of our managed portfolio, which expanded by net total of 20 assets. This expansion resulted in a combined $5.0 million, or 51.1%, increase in recurring, fee-based revenue across our three operating property management subsidiaries and a $3.3 million, or 13.7%, increase in fee-based asset management revenue. Also contributing to the increase was a $3.9 million, or 85.5%, net increase in supplemental fee revenue, stemming primarily from a $3.7 million increase in leasing fees earned.
Current report
Operating costs and expenses increased 24.2% in 2025. The $9.9 million variance was primarily due to an $8.4 million increase in personnel expenses from increased headcount and employee compensation, which includes a $4.8 million increase in onboarding and payroll expenses from the 265 new ParkX employees that were hired in 2025 to meet the staffing needs for our expanding customer base.
Current report
The $1.4 million variance in net investing cash activity was driven by $1.2 million of capitalized costs in 2025 related to a potential multifamily property acquisition.
Removed paragraphs (6)
Previous report
•1 JW Marriott-branded hotel/condominium with 247 keys and 94 residential units representing a total of approximately 520,000 square feet; and
Previous report
•1 commercial parking garages with approximately 1,300 spaces.
Previous report
Given its proximity to BLVD 44, we plan to explore rezoning opportunities at Comstock 41 that would allow for potential relocation of moderately-priced dwelling units from BLVD 44 to Comstock 41 as well as utilization of excess parking capacity at both BLVD 44 and BLVD Ansel. In conjunction with the acquisition, we entered into a contingent fee agreement with BLVD 44 should these pursuits prove successful (See Note 13 in the Notes to Consolidated Financial Statements for additional information).
Previous report
Revenue increased 14.7% in 2024. The $6.6 million comparative increase was primarily driven by a $4.8 million, or 101.4%, increase in recurring, fee-based revenue from our property and parking management services due to the continued expansion of our managed portfolio. Also contributing to the increase was $3.1 million of additional supplemental fees stemming from leasing activity and refinancing fees, as well as a $1.8 million increase in fee-based asset management services. Partially offsetting these increases was a $3.3 million decrease in incentive fees earned. A previously scheduled October 1, 2024 incentive fee trigger event for seven specified managed portfolio assets was deferred. (See Note 13 in the Notes to Consolidated Financial Statements for additional information).
Previous report
Operating costs and expenses increased 15.3% in 2024. The $5.5 million comparative increase was primarily due to a $3.6 million increase in personnel expenses from increased headcount and employee compensation and a net $1.9 million increase in reimbursable/billable expenses.
Previous report
The $1.2 million variance in net investing cash activity was primarily driven by a $1.4 million decrease in investments in real estate ventures, partially offset by a $0.4 million increase in purchases of securities to fund non-qualified deferred compensation plan liabilities.
Reworded paragraphs (18)
Previous wording
The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Annual Report on Form 10-K. All references to “2024” and “2023” are referring to the twelve-month period ended December 31 for each of those respective fiscal years. This section of this Annual Report on Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023. The following discussion may contain forward-looking statements that reflect our plans and expectations. Our actual results could differ materially from those anticipated by these forward-looking statements due to the factors discussed elsewhere in this Annual Report on Form 10-K. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.
Current wording
The following discussion and analysis should be read in conjunction with our consolidated financial statements, the related notes thereto, and other financial information appearing elsewhere in this Annual Report on Form 10-K. Unless otherwise indicated, references to “2025” and “2024” are referring to the twelve-month period ended December 31 for each of those respective fiscal years. The following discussion may contain forward-looking statements that reflect our plans and expectations. Our actual results could differ materially from those anticipated by these forward-looking statements. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.
Previous wording
We are a leading asset manager, developer, and operator of mixed-use and transit-oriented properties in the Washington, D.C. region. We have become the area’s premier real estate service company by creating extraordinary places, delivering exceptional experiences, and generating excellent results for all stakeholders.
Current wording
We are a leading asset manager, developer, and operator of mixed-use and transit-oriented properties in the Washington, D.C. region. We have become one of the area’s premier real estate services companies by creating extraordinary places, delivering exceptional experiences, and generating excellent results for all stakeholders.
Previous wording
Our Anchor Portfolio (see below for details) includes, or will soon include, millions of square feet of Trophy and Class A office towers, luxury multi-family residential buildings, luxury hotels with branded condominium residences, high-end retail and entertainment options, associated public spaces, and commercial parking garages to serve all the properties. In 2024, Anchor portfolio assets generated a well over $100.0 million of gross revenue for the property owners.
Current wording
Our Anchor Portfolio (see below for details) includes, or will soon include, millions of square feet of Trophy and Class A office towers, luxury multi-family residential buildings, luxury hotels with branded condominium residences, high-end retail and entertainment options, associated public spaces, and commercial parking garages to serve all the properties. In 2025, Anchor portfolio assets generated over $120.0 million of gross revenue for the property owners.
Previous wording
The following table summarizes the operating assets that are included in our managed portfolio as of December 31, 2024:
Current wording
The following table summarizes the operating assets, categorized by asset type, that were included in our managed portfolio as of December 31, 2025:
Previous wording
In addition, we manage the following assets that are under construction and scheduled for delivery in the next 12 to 24 months:
Current wording
In addition, we manage the following assets that are under construction and scheduled for delivery in the next 6 to 12 months:
Previous wording
•1 residential asset with 420 units representing approximately 430,000 square feet;
Current wording
•1 residential asset with 419 units representing approximately 430,000 square feet.
Previous wording
Our development pipeline currently includes 5 commercial assets that represent approximately 1.5 million square feet, 5 residential assets with 2,326 units that represent approximately 2.5 million square feet, and 1 hotel that will include 140 keys. At full build out, our managed portfolio of assets is currently projected to total 88 assets representing nearly 10 million square feet.
Current wording
Our development pipeline currently includes 5 commercial assets that represent approximately 1.5 million square feet, 5 residential assets with more than 2,300 units that represent approximately 2.5 million square feet, and 1 dual-use hotel with 240 keys that represents approximately 220,000 square feet. At full build out, our managed portfolio of assets is currently projected to total 105 assets representing approximately 10 million square feet.
Previous wording
The following tables provide further details on our managed portfolio:
Current wording
The following tables provide further details on the operating assets included in our managed portfolio:
Previous wording
In November 2024, we 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, we will enter into an operating agreement and a development agreement with SCG, under which we will provide construction management services for the affordable housing project that will be fully financed by SCG. We will also be entitled to provide property management services once the development is ready for occupancy.
Current wording
In November 2024, we 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, we will enter into an operating agreement and a development agreement with SCG, under which we will provide construction management services for the affordable housing project that will be fully financed by SCG. We will also be given the opportunity to provide property management services upon delivery.
Previous wording
Other income (expense) changed by $1.5 million in 2024, primarily driven by primarily driven by a combined $0.9 million improvement in mark-to-market valuation impacts of equity method investments in real estate ventures and a $0.6 million increase in interest income stemming from interest earned on money market sweep accounts that were not active for all of 2023.
Current wording
Other income (expense) changed by $0.5 million in 2025, primarily driven by a combined $0.3 million improvement in mark-to-market valuation impacts of equity method investments in real estate ventures and a $0.1 million increase in interest income stemming from interest earned on money market sweep accounts.
Previous wording
We recorded a $3.8 million income tax benefit in 2024, compared to a provision for income tax of $0.4 million in 2023. The $4.2 million net change was primarily driven by a $6.5 million valuation allowance release in the current period, partially offset by the impact of higher taxable income from operations. As of December 31, 2024, we had $111.1 million of net operating loss (“NOL") carryforwards.
Current wording
We recorded a $4.2 million income tax benefit in 2025, compared to a $3.8 million tax benefit in 2024. The $0.4 million net change was primarily driven by a valuation allowance release that was $1.0 million higher in the current period, partially offset by the impact of higher taxable income from operations. As of December 31, 2025, we had $96.5 million of net operating loss (“NOL") carryforwards.
Previous wording
The increases in Adjusted EBITDA for the year ended December 31, 2024 were primarily driven by significant increases in recurring fee-based property and parking management revenue and supplemental asset management fee revenue.
Current wording
The increase in Adjusted EBITDA for the year ended December 31, 2025 was primarily driven by significant increases in recurring fee-based revenue from our three operating property management subsidiaries and supplemental fee revenue from leasing activity.
Previous wording
Our principal sources of liquidity as of December 31, 2024, were our cash and cash equivalents of $28.8 million and our $10.0 million of available borrowings on our Credit Facility. (See Note 6 in the Notes to Consolidated Financial Statements for additional information).
Current wording
Our principal sources of liquidity as of December 31, 2025, were our cash and cash equivalents of $31.3 million and our $10.0 million of available borrowings on our Credit Facility. (See Note 6 in the Notes to Consolidated Financial Statements for additional information).
Previous wording
The $1.7 million variance in net operating cash activity was primarily driven by a $1.7 million increase in net income from continuing operations after adjustments for non-cash items. The comparative net changes to our net working capital balances were immaterial.
Current wording
The $5.9 million variance in net operating cash activity was driven by an $7.8 million incremental cash outflow stemming from changes to our net working capital, partially offset by a $1.9 million increase in net income from continuing operations after adjustments for non-cash items. The net working capital decrease was primarily influenced by a decrease in related party accounts receivable collections.
Previous wording
The immaterial variance in net financing cash activity was primarily driven by$0.2 million of proceeds in conjunction with the issuance of common stock related to equity awards, which was almost entirely offset by a $0.2 million increase in cash paid for taxes related to the net share settlement of equity awards.
Current wording
The $0.2 million variancein net financing cash activity wasdriven by a $0.1 million decrease in equity award-related proceeds collected and an immaterial increase in cash paid for taxes related to the net share settlement of equity awards.
Previous wording
Incentive Fees are calculated as a percentage of the imputed profit that would be realized upon the hypothetical sale or recapitalization of the asset (or assets) for which triggering event criteria were met. The calculation of imputed profit is based on a fair market value assessment that includes highly variable financial inputs and must also consider macro-economic and environmental factors that may affect fair market value. Due to the subjective and potentially volatile nature of this variable consideration, we only recognize revenue on Incentive Fees for each managed asset when 1) any material uncertainties associated with the valuation of real estate assets that drive Incentive Fees are substantially resolved and 2) it is probable that a significant reversal in the amount of related cumulative Incentive Fee revenue recognized will not occur. As a result, we only recognize Incentive Fees at or near each asset's respective triggering event (as detailed in the 2022 AMA) when imputed profit could be reasonably calculated and relied upon to not materially change.
Current wording
Incentive Fees are calculated as a percentage of the imputed profit that would be realized upon the hypothetical sale or recapitalization of the asset (or assets) for which triggering event criteria were met. The calculation of imputed profit is based on a fair market value assessment that includes highly variable financial inputs and must also consider macro-economic and environmental factors that may affect fair market value. Due to the subjective and potentially volatile nature of this variable consideration, we only recognize revenue on Incentive Fees for each managed asset when 1) any material uncertainties associated with the valuation of real estate assets that drive Incentive Fees are substantially resolved and 2) it is probable that a significant reversal in the amount of related cumulative Incentive Fee revenue recognized will not occur. As a result, we only recognize Incentive Fees at or near each asset's respective triggering event (as detailed in the 2022 AMA) when imputed profit can be reasonably calculated and the calculation has received consent from all parties, thereby confirming it can relied upon to not materially change.
Previous wording
For the years ended December 31, 2024 and 2023, we recognized revenue from Incentive Fees of $1.5 million and $4.8 million, respectively.
Current wording
We recognized no revenue from Incentive Fees for the year ended December 31, 2025. For the year ended December 31, 2024, we recognized $1.5 million of revenue from Incentive Fees.
Previous wording
For the years ended December 31, 2024 and 2023, we recorded net decreases to our deferred tax valuation allowance of $6.5 million and $1.5 million, respectively.
Current wording
For the years ended December 31, 2025 and 2024, we recorded net decreases to our deferred tax valuation allowance of $7.5 million and $6.5 million, respectively.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
•2 commercial assets that represent approximately 266,000 square feet;