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Comstock Holding Companies, Inc.

For the period ended Mar 31, 2026. Filed May 14, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 14, 2026

CHCI$17.88-3.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-13.

0001628280-25-051880

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-14.

0001628280-26-035147

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The 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 74 previous paragraphs and 61 current paragraphs.

40 unchanged; 14 reworded; 7 added; 15 removed; 5 previous and 0 current paragraphs rearranged.

Tables are not compared: 12 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 (7)

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

Operating costs and expenses increased 45.9% in 2026. The $5.0 million comparative increase was primarily due to a $3.5 million increase in personnel expenses from increased headcount and employee compensation, including a $0.9 million increase in annual bonus expense.

Current report

Other income (expense) changed by $0.5 million in 2026, primarily driven by a $0.4 million unrealized gain on equity investments stemming from the mark-to-market valuation of the initial $1.5 million investment in Jericho Energy Ventures, Inc. equity securities (see Note 4 in the Notes to Consolidated Financial Statements for additional information).

Current report

Provision for income tax was $0.2 million in 2026, compared to $0.3 million in 2025. The $0.1 million decrease is primarily the result of higher stock compensation windfall adjustments.

Current report

The increase in Adjusted EBITDA for the three months ended March 31, 2026 is primarily driven by significant increases in recurring fee-based revenue from our three operating property management subsidiaries and higher asset management fee revenue from the continued expansion of our managed portfolio.

Current report

The $4.7 million variance in net investing cash activity was driven by a $3.4 million increase in investments in real estate ventures due to the completed acquisition of The Reed. Also contributing to the increase was the initial $1.5 million investment in Jericho Energy Ventures, Inc. equity securities.
Removed paragraphs (15)

Previous report

•1 commercial parking garage with approximately 1,200 spaces.

Previous report

Given its proximity to BLVD Forty Four, we acquired Comstock 41 with the intention to explore rezoning opportunities for this property that would allow for potential relocation of moderately-priced dwelling units from BLVD Forty Four to Comstock 41 as well as utilization of excess parking capacity at both BLVD Forty Four and BLVD Ansel. In conjunction with the acquisition, we entered into a contingent fee agreement with BLVD Forty Four should these pursuits prove successful. (See Note 12 in the Notes to Condensed Consolidated Financial Statements for additional information).

Previous report

Revenue increased 2.5% in 2025. The $0.3 million comparative increase was driven by the continued expansion of our managed portfolio, resulting in a $0.9 million, or 29.6%, increase in recurring, fee-based property management services revenue from our Commercial, Residential, and ParkX operating subsidiaries and a $0.3 million increase in reimbursable expense revenue. In 2025, ParkX alone executed 11 new service contracts, 7 of which were with third-party customers. Partially offsetting our revenue growth was a $0.9 million comparative decrease in supplemental fee revenue stemming from a $1.0 million lease termination fee earned in the prior period. This same termination fee also drove a one-time $0.5 million property management fee in the prior period, resulting in the comparative $0.4 million decrease in property management revenue.

Previous report

Operating costs and expenses increased 24.5% in 2025. The $2.5 million comparative increase was primarily due to a $1.7 million net increase in personnel-related expenses, $1.5 million of which was directly related to payroll and onboarding costs for 139 new ParkX employees hired in the period to meet required staffing for a new porter/janitorial service offering.

Previous report

Other income (expense) changed by $0.2 million in 2025, primarily driven by a combined $0.1 million net improvement in mark-to-market valuation impacts of equity method investments in real estate ventures.

Previous report

Provision for income tax was $0.5 million in 2025, compared to $0.6 million in 2024. The $0.1 million decrease stems from a $0.4 million tax benefit stemming from lower taxable income and the impact of an additional $1.0 million valuation allowance release in the current period. Partially offsetting the decrease was an incremental $0.3 million tax provision related to finalizing the fiscal year 2024 tax return.

Previous report

Operating costs and expenses increased 19.1% in 2025. The $5.6 million increase was primarily due to a $4.4 million net increase in personnel expenses, $2.9 million of which was directly related to payroll and onboarding costs for 221 additional ParkX employees, 139 of which were hired in Q3 2025 to meet required staffing for a new porter and janitorial service offering.

Previous report

Other income (expense) changed by $0.6 million in 2025, primarily due to a combined $0.4 million net improvement in the valuations of our equity method investments in real estate ventures.

Previous report

Provision for income tax was $1.4 million in 2025, compared to $1.1 million in 2024. The $0.3 million increase primarily stems from an incremental $0.3 million tax provision related to finalizing the fiscal year 2024 tax return.

Previous report

The decrease in Adjusted EBITDA for the three and nine months ended September 30, 2025 is primarily driven by lower net income due to a significant increase in operating costs from our ParkX subsidiary. This cost increase stems directly from significant payroll and onboarding costs incurred to staff and setup a new porter/janitorial service offering.

Previous report

The $1.5 million variance in net investing cash activity was primarily driven by a $1.0 million refundable deposit made on a potential multifamily property acquisition and a $0.6 million decrease in distributions received from investments in real estate ventures stemming from Investors X residential lot sales recognized in the prior period.
Reworded paragraphs (14)

Previous wording

The following discussion and analysis should be read in conjunction with our consolidated financial statements, the related notes thereto, and Management’s Discussion and Analysis included in our 2024 Annual Report on Form 10-K, as well as our condensed consolidated financial statements and the related notes thereto included elsewhere in this document. Unless otherwise indicated, references to “2025” refer to the three and nine months ended September 30, 2025 and references to “2024” refer to the three and nine months ended September 30, 2024. 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.

Current wording

The following discussion and analysis should be read in conjunction with our consolidated financial statements, the related notes thereto, and Management’s Discussion and Analysis included in our 2025 Annual Report on Form 10-K, as well as our condensed consolidated financial statements and the related notes thereto included elsewhere in this document. Unless otherwise indicated, references to “2026” refer to the three months ended March 31, 2026 and references to “2025” refer to the three months ended March 31, 2025. 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 company 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, amenity-rich public spaces, and commercial parking garages to serve all the properties. Over the twelve months of fiscal year 2024, Anchor Portfolio assets generated 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, amenity-rich public spaces, and commercial parking garages to serve all the properties. Over the twelve months of fiscal year 2025, Anchor Portfolio assets generated over $120.0 million of gross revenue for the property owners.

Previous wording

In addition, we manage the following assets that are under construction and scheduled for delivery in the next 12 months:

Current wording

In addition, we manage the following assets that are under construction and scheduled for delivery in the next 6 months:

Previous wording

•1 residential asset with 419 units representing approximately 430,000 square feet; and

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 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 106 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 113 assets that represent over 10 million square feet.

Previous wording

The following tables provide further details on the assets that comprise 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

Our growth will continue to be fueled by our Anchor Portfolio, which will continue to generate revenue as development and construction efforts are completed for all the planned Anchor Portfolio assets, allowing us to then lease, stabilize, and arrange permanent financing for each property. Importantly, the long-term asset management agreements covering the properties included in the Anchor Portfolio, when combined with our asset-light and debt-free business model, provide us with visibility to future revenue and earnings growth while mitigating the risk for potential losses.

Current wording

Our growth will continue to be fueled by our Anchor Portfolio, which will continue to generate revenue as development and construction efforts are completed. Importantly, the long-term asset management agreement covering the properties included in the Anchor Portfolio provides us with visibility to future revenue and earnings growth while mitigating the risk for potential losses. Our fee-based, asset-light, debt-free business model will continue to generate cash and provide us with the flexibility and resources needed to capitalize on additional strategic growth opportunities as they arise.

Previous wording

Revenue increased 13.2% in 2025. The $4.5 million comparative increase was primarily driven by the continued expansion of our managed portfolio, resulting in a $2.7 million, or 36.8%, increase in recurring, fee-based property management services revenue and a $0.8 million increase in reimbursable expense revenue from our Commercial, Residential, and ParkX operating subsidiaries. In 2025, ParkX alone executed 33 new service contracts, 20 of which were with third-party customers. Also contributing to the variance was a $0.5 million increase in supplemental fee revenue, stemming from a $1.0 million loan origination fee earned in the current period and a $0.5 million increase in leasing fee revenue.

Current wording

Revenue increased 38.0% in 2026. The $4.8 million comparative increase was driven by the continued expansion of our managed portfolio, resulting in a $2.6 million, or 89.6%, increase in recurring, fee-based property management services revenue from our Commercial, Residential, and ParkX operating subsidiaries and a $1.6 million increase in asset management services revenue. ParkX alone executed 13 new service contracts in 2026, five of which were with third-party customers.

Previous wording

We define Adjusted EBITDA as net income (loss) from continuing operations, excluding the impact of interest expense (net of interest income), income taxes, depreciation and amortization, stock-based compensation, and gain (loss) on equity method investments.

Current wording

We define Adjusted EBITDA as net income (loss) from continuing operations, excluding the impact of interest expense (net of interest income), income taxes, depreciation and amortization, stock-based compensation, and unrealized gains (losses) on real estate ventures and equity investments.

Previous wording

Our principal sources of liquidity as of September 30, 2025 were our cash and cash equivalents of $26.2 million and our $10.0 million of available borrowings on our Credit Facility. (See Note 5 in the Notes to Consolidated Financial Statements for additional information).

Current wording

Our principal sources of liquidity as of March 31, 2026 were our cash and cash equivalents of $19.6 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 $3.4 million variance in net operating cash activity was driven by a $2.6 million incremental cash outflow stemming from changes to our net working capital and a $0.7 million decrease in net income after adjustments for non-cash items. The net working capital decrease was primarily influenced by a decrease in related party accounts receivable collections. The cash net income decrease was primarily driven by higher operating expenses from our ParkX subsidiary due to payroll and onboarding costs incurred to staff and setup a new porter/janitorial service offering.

Current wording

The $6.3 million variance in net operating cash activity was driven by a $6.4 million incremental cash outflow stemming from changes to our net working capital, partially offset by a $0.1 million increase in net income after adjustments for non-cash items. The net working capital decrease was primarily influenced by a decrease in related party accounts receivable collections and annual bonus payouts in January 2026.

Previous wording

The immaterial variancein net financing cash activity wasdue to a $0.1 million increase in equity award-related proceeds collected, partially offset by an immaterial 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 $0.2 million increase in cash paid for taxes related to the net share settlement of equity awards.
Rearranged previous paragraphs (5)

Previous report — wording carried elsewhere

•2 commercial assets that represent approximately 260,000 square feet;

Previous report — wording carried elsewhere

Comparison of the Nine Months Ended September 30, 2025 and 2024

Previous report — wording carried elsewhere

The following table summarizes revenue by line of business (in thousands):

Previous report — wording carried elsewhere

The following table summarizes operating costs and expenses (in thousands):

Previous report — wording carried elsewhere

The following table summarizes other income (expense) (in thousands):