Comstock Holding Companies, Inc.

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 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 and six months ended June 30, 2026 and references to “2025” refer to the three and six months ended June 30, 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.

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 and nine months ended September 30, 2026 and references to “2025” refer to the three and nine months ended September 30, 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

•Our asset management services platform is anchored by a long-term, full-service asset management agreement with Comstock Partners, LC ("CP"), an affiliate entity controlled by our Chief Executive Officer Christopher Clemente, which includes a cost-plus fee structure and covers all of the properties in our Anchor Portfolio (the "2022 AMA" - See Note 13 in the Notes to Consolidated Financial Statements for additional information). We have entered into separate asset management agreements for non-Anchor Portfolio assets. We provide asset management services for market-rate fees to all the commercial and residential assets in our managed portfolio, as well as to certain assets managed by ParkX (see below).

Current wording

•Our asset management services platform is anchored by a long-term, full-service asset management agreement with Comstock Partners, LC ("CP"), an affiliate entity controlled by our Chief Executive Officer Christopher Clemente, which includes a cost-plus fee structure and covers all of the properties in our Anchor Portfolio (the "2022 AMA" - See Note 13 in the Notes to Condensed Consolidated Financial Statements for additional information). We have entered into separate asset management agreements for non-Anchor Portfolio assets. We provide asset management services for market-rate fees to all the commercial and residential assets in our managed portfolio, as well as to certain assets managed by ParkX (see below).

Previous wording

Our development pipeline currently includes 6 commercial assets that represent approximately 1.6 million square feet, 4 residential assets with more than 1,200 units that represent approximately 1.3 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 119 assets that represent approximately 10.5 million square feet.

Current wording

Our development pipeline currently includes six commercial assets that represent approximately 1.6 million square feet, four residential assets with more than 1,200 units that represent approximately 1.3 million square feet, and one 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 126 assets that represent approximately 10.5 million square feet.

Previous wording

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 wording

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 Condensed Consolidated Financial Statements for additional information).

Previous wording

Our management team is committed to building on the reputation Comstock has earned as a leading commercial real estate developer and asset manager by creating extraordinary places, providing exceptional experiences, and generating excellent returns for all stakeholders. We believe that we are properly staffed for current and foreseeable market conditions and will maintain the ability to manage risk and pursue additional growth as opportunities arise. Our asset management and property management operations are primarily focused on the greater Washington, D.C. area, where we believe our decades of experience provides us with the best opportunity to continue developing, managing, and investing in high-quality real estate assets and capitalizing on positive growth trends.

Current wording

Our management team is committed to building on the reputation that Comstock has earned as a leading commercial real estate developer and asset manager by creating extraordinary places, providing exceptional experiences, and generating excellent returns for all stakeholders. We believe that we are properly staffed for current and foreseeable market conditions and will maintain the ability to manage risk and pursue additional growth as opportunities arise. Our asset management and property management operations are primarily focused on the greater Washington, D.C. area, where we believe our decades of experience provide us with the best opportunity to continue developing, managing, and investing in high-quality real estate assets and capitalizing on positive growth trends.

Previous wording

In addition, as our overall managed portfolio continues to expand through strategic acquisitions and management contracts with third-party owned assets, the recurring, fee-based real estate services we provide will further enhance our profitability. The combination of our Anchor Portfolio and third-party owned assets generate revenue and operating cash that provide us with the flexibility and resources to capitalize on attractive real estate investment opportunities, including those outside of our core operations and region.

Current wording

In addition, as our overall managed portfolio continues to expand through strategic acquisitions and management contracts with third-party owned assets, the recurring, fee-based real estate services we provide will further enhance our profitability. Together, our Anchor Portfolio and third-party owned assets generate revenue and operating cash that provide us with the flexibility and resources to capitalize on attractive real estate investment opportunities, including those outside of our core operations and region.

Previous wording

We are committed to maintain our position as a leading real estate company through execution of a strategic growth plan that will continue to expand our managed portfolio of assets, grow revenue, and enhance value for our shareholders.

Current wording

We are committed to maintaining our position as a leading real estate company through execution of a strategic growth plan that will continue to expand our managed portfolio of assets, grow revenue, and enhance value for our shareholders.

Previous wording

The following tables set forth consolidated statement of operations data for the periods presented (in thousands):

Current wording

The following tables set forth condensed consolidated statements of operations data for the periods presented (in thousands):

Previous wording

Revenue increased 74.1% in 2026. The $9.6 million comparative increase was driven by a $4.7 million increase in supplemental fee revenue, primarily stemming from significant leasing activity and a $0.8 million acquisition fee earned in the current period. Also contributing to the increase was the continued expansion of our managed portfolio, resulting in a $2.6 million, or 78.1%, increase in recurring, fee-based property management services revenue from our Commercial, Residential, and ParkX operating subsidiaries and a $0.9 million increase in asset management services revenue.

Current wording

Revenue increased 34.1% in 2026. The $4.5 million comparative increase was driven by the continued expansion of our managed portfolio, resulting in a $2.5 million, or 64.3%, increase in recurring, fee-based property management services revenue across our Commercial, Residential, and ParkX operating subsidiaries. Also contributing to the increase was a $1.2 million increase in reimbursable payroll revenue stemming from the additional headcount needed to staff the expansion of our real estate service offerings.

Previous wording

Operating costs and expenses increased 44.1% in 2026. The $9.8 million comparative increase was primarily due to a $6.9 million net increase in personnel expenses from increased headcount and employee compensation, including a $1.5 million increase in bonus and commissions expense. Also contributing were a $1.0 million increase in reimbursable costs, a $0.5 million increase in stock-based compensation expense, and a $0.4 million of additional legal costs.

Current wording

Operating costs and expenses increased 27.9% in 2026. The $3.5 million comparative increase was primarily due to a $3.3 million net increase in personnel expenses from increased headcount and employee compensation. Also contributing to the increase was a $0.3 million increase in stock-based compensation expense.

Previous wording

Other income (expense) changed by $4.7 million in 2026, primarily driven by the unrealized gain on equity investments stemming from the mark-to-market valuation of our Jericho Energy Ventures, Inc. equity securities (see Note 4 in the Notes to Consolidated Financial Statements for additional information).

Current wording

Other income (expense) changed by $1.3 million in 2026, primarily driven by a $1.0 million unrealized loss on equity investments stemming from the mark-to-market valuation of our Jericho Energy Ventures, Inc. ("Jericho") equity securities. The loss represented a partial reversal of a significant unrealized gain recognized in the second quarter of 2026 and was due to a slight decline in Jericho's stock price and the increased investment basis in Jericho resulting from the 8.5 million Jericho variable voting shares acquired in the period. (See Note 4 in the Notes to Condensed Consolidated Financial Statements for additional information).

Previous wording

Provision for income tax was $2.5 million in 2026, compared to $1.0 million in 2025. The $1.5 million increase primarily stems from higher taxable income and the tax impact from significant unrealized gains on equity investments.

Current wording

Provision for income tax was $0.1 million in 2026, compared to $0.5 million in 2025. The $0.4 million decrease primarily stems from the unfavorable tax impact of permanent items and return to provision items in the prior period and the partial reversal of a significant unrealized gain on equity investments, partially offset by higher taxable income in the current period.

Previous wording

Comparison of the Six Months Ended June 30, 2026 and 2025

Current wording

Comparison of the Nine Months Ended September 30, 2026 and 2025

Previous wording

Revenue increased 56.3% in 2026. The $14.4 million comparative increase was primarily driven by the continued expansion of our managed portfolio, resulting in a $5.2 million, or 83.4%, increase in recurring, fee-based property management services revenue from our Commercial, Residential, and ParkX operating subsidiaries and a $2.6 million increase in asset management services revenue. Also contributing to the increase was a $4.6 million increase in supplemental fee revenue, stemming from a $4.2 million increase in leasing fee revenue and $1.3 million in acquisition fee revenue earned in the current period.

Current wording

Revenue increased 48.7% in 2026. The $19.0 million comparative increase was primarily driven by the continued expansion of our managed portfolio, resulting in a $7.7 million, or 76.0%, increase in recurring, fee-based property management services revenue across our Commercial, Residential, and ParkX operating subsidiaries and a $3.3 million increase in asset management services revenue. Also contributing to the increase was a $4.5 million increase in supplemental fee revenue stemming from significant leasing and acquisition fee revenue earned in the current period and a $2.8 million increase in reimbursable payroll revenue stemming from the additional headcount needed to staff the expansion of our real estate service offerings.

Previous wording

Operating costs and expenses increased 42.4% in 2026. The $4.7 million comparative increase was primarily due to a $3.4 million net increase in personnel expenses from increased headcount and employee compensation, including a $0.6 million increase in bonus and commissions expense. Also contributing were a $0.4 million increase in reimbursable costs, a $0.2 million increase in stock-based compensation expense, and a $0.2 million of additional legal costs.

Current wording

Operating costs and expenses increased 38.2% in 2026. The $13.3 million comparative increase was primarily due to a $10.3 million net increase in personnel expenses from increased headcount and employee compensation, including a $2.3 million increase in bonus and commissions expense. Also contributing to the increase was a $0.7 million increase in stock-based compensation expense.

Previous wording

Other income (expense) changed by $4.2 million in 2026, primarily driven by the unrealized gain on equity investments stemming from the mark-to-market valuation of our Jericho Energy Ventures, Inc. equity securities (see Note 4 in the Notes to Consolidated Financial Statements for additional information).

Current wording

Other income (expense) changed by $3.4 million in 2026, primarily driven by the significant unrealized gain on equity investments stemming from the mark-to-market valuation of our Jericho equity securities (see Note 4 in the Notes to Condensed Consolidated Financial Statements for additional information), partially offset by a $0.3 million decrease in interest income earned.

Previous wording

Provision for income tax was $2.3 million in 2026, compared to $0.6 million in 2025. The $1.7 million increase is primarily the result of higher taxable income and the tax impact from significant unrealized gains on equity investments.

Current wording

Provision for income tax was $2.7 million in 2026, compared to $1.4 million in 2025. The $1.3 million increase primarily stems from higher taxable income and significant unrealized gains on equity investments in the current period, partially offset by the impact of permanent items and lower estimated annual effective tax rate in the current period.

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 unrealized gains (losses) on real estate ventures and equity investments.

Current wording

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

Previous wording

The increases in Adjusted EBITDA for the three and six months ended June 30, 2026 were primarily driven by the continued expansion of our managed portfolio that brought significant increases in recurring fee-based revenue from our three operating property management subsidiaries and higher asset management fee revenue. Also contributing were significant increases in supplemental leasing fee revenue and acquisition fee revenue.

Current wording

The increases in Adjusted EBITDA for the three and nine months ended September 30, 2026 were primarily driven by the continued expansion of our managed portfolio that brought significant increases in recurring fee-based revenue from our three operating property management subsidiaries and higher asset management fee revenue. Also contributing were significant increases in supplemental leasing fee revenue and acquisition fee revenue.

Previous wording

Our principal sources of liquidity as of June 30, 2026 were our cash and cash equivalents of $25.3 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).

Current wording

Our principal sources of liquidity as of September 30, 2026 were our cash and cash equivalents of $22.7 million and our $10.0 million of available borrowings on our Credit Facility. (See Note 6 in the Notes to Condensed Consolidated Financial Statements for additional information).

Previous wording

Significant factors that could affect future liquidity include cash flows generated from operating activities, working capital management, the adequacy of available lines of credit, and required capital commitments related to investments. (See Note 7 in the Notes to Consolidated Financial Statements for additional information).

Current wording

Significant factors that could affect future liquidity include cash flows generated from operating activities, working capital management, the adequacy of available lines of credit, and required capital commitments related to investments. (See Note 7 in the Notes to Condensed Consolidated Financial Statements for additional information).

Previous wording

We have historically financed our operations with internally generated funds and, more rarely and only when necessary, borrowings from our Credit Facility. We believe we currently have adequate liquidity and availability of capital to fund our present operations.

Current wording

We have historically financed our operations with internally generated funds and, more rarely and only when necessary, borrowings from our Credit Facility. We believe we currently have adequate liquidity and availability of capital to fund our operations for the next twelve months and the foreseeable future.

Previous wording

The $5.6 million variance in net operating cash activity was driven by a $5.1 million increase in net income after adjustments for non-cash items and a $0.5 million incremental cash inflow stemming from changes to our net working capital. The net working capital increase was primarily influenced by an increase in accounts receivable collections and decrease in prepaid expenses, partially offset by an increase in accrued personnel costs.

Current wording

The $9.0 million variance in net operating cash activity was driven by a $6.2 million increase in net income after adjustments for non-cash items and a $2.8 million incremental cash inflow stemming from changes to our net working capital. The change in net working capital was primarily influenced by an increase in accounts receivable collections, partially offset by a decrease in accrued personnel costs.

Previous wording

The $13.1 million variance in net investing cash activity was driven by a $11.8 million increase in investments in real estate ventures due to the completed acquisitions of The Reed and Woodland Pointe. Also contributing to the increase was the initial $1.5 million investment in Jericho Energy Ventures, Inc. equity securities.

Current wording

The $14.8 million variance in net investing cash activity was driven by a $12.9 million increase in investments in real estate ventures due to the completed acquisitions of The Reed and Woodland Pointe as well as the investment in the Oklahoma JV. Also contributing to the variance was the combined $2.7 million investment in Jericho equity securities, including the initial $1.5 million investment and the $1.2 million cost of exercising 8.5 million Jericho stock warrants and stock options, which was partially offset by a $1.0 million decrease in capitalized expenses for real estate ventures.

Previous wording

The $0.1 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, partially offset by a $0.1 million increase in proceeds collected from the exercise of stock option 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, partially offset by a $0.1 million increase in proceeds collected from the exercise of stock option awards.