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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______                  
Commission File Number 001-32375
Comstock Holding Companies, Inc.
(Exact name of Registrant as specified in its Charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
1900 Reston Metro Plaza, 10th Floor
Reston, VA
(Address of principal executive offices)

20-1164345
(I.R.S. Employer
Identification No.)
20190
(Zip Code)
Registrant’s telephone number, including area code: (703) 230-1985
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.01 par valueCHCI
Nasdaq Capital Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on The Nasdaq Capital Market on June 30, 2024, was $19,155,431.
The number of shares of registrant’s common stock outstanding as of February 28, 2025, was 9,826,066 (Class A) and 220,250 (Class B).
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III (Items 10, 11, 12, 13 and 14) will be incorporated by reference from the registrant’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, which will be filed pursuant to Regulation 14A with the United States Securities and Exchange Commission (“SEC”) within 120 days after the end of the fiscal year to which this report relates.

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COMSTOCK HOLDING COMPANIES, INC.
Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 2024

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain matters disclosed in this Annual Report on Form 10-K may include forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should,” “will be,” “will continue,” “will likely result,” “would,” and other words and terms of similar meaning in conjunction with a discussion of future operations or financial performance. These forward-looking statements are based on current management expectations, which are subject to inherent risks and uncertainties that may cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements.
We acknowledge the importance of communicating future expectations to investors, however future events and circumstances are not always able to be accurately predicted or controlled. There are several factors that may affect the accuracy of forward-looking statements, including, but not limited to: i) general economic and market conditions, including inflation, interest rate levels, labor shortages, and the ability to raise debt and equity capital; ii) regulatory actions; iii) changes in real estate markets that impact the inherent industry risks and the ability to attract and retain customers; and iv) natural disasters and public health emergencies. Although we believe that our expectations are based on reasonable assumptions, investors should keep in mind the risks and uncertainties that may cause actual results to differ materially from the expectations described, and consequently should place no undue reliance on any of these statements.
Forward-looking statements speak only as of the date of this Annual Report on Form 10-K. Except as required under federal securities laws and the rules and regulations of the Securities and Exchange Commission ("SEC"), we do not have intention, and do not undertake any obligation, to update any forward-looking statements to reflect events or circumstances arising after the date of this Annual Report on Form 10-K, whether as a result of new information, future events, or otherwise.


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PART I
Item 1. Business
As used herein, "Comstock", "CHCI", "the Company," "we," "us," "our," and similar terms are referring to Comstock Holding Companies, Inc. and its subsidiaries, unless the context indicates otherwise.
Overview
Comstock is 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, providing exceptional experiences, and generating excellent results for all stakeholders.
Since 1985, we have acquired, developed, operated, and sold millions of square feet of residential, commercial, and mixed-use properties. Our industry expertise and commitment to excellence enable us to consistently deliver best-in-class services across the diverse assets in our managed portfolio. We specialize in supporting the seamless integration of residential, commercial, and retail offerings into vibrant mixed-use communities, exemplified by Reston Station and Loudoun Station, two assets in our Anchor Portfolio (see "Our Portfolio" for additional information) that are among the region's largest and most prominent mixed-use, transit-oriented developments. We maintain a market-leading position in Northern Virginia's Dulles Corridor, an area that is undergoing an urban transformation driven by the creation of Metro's Silver Line, which connects Loudoun County and Dulles International Airport to Reston, Tysons, Washington, D.C., and suburban Maryland.
We provide a comprehensive suite of real estate services to our asset-owning clients, including asset management, property management, development and construction management, and more. Our client base is composed primarily of institutional real estate investors, high net worth family offices, financial institutions, and governmental bodies seeking to develop real estate they own through public-private partnerships. We employ a team of talented real estate professionals that is led by our seasoned management team and is tasked with delivering high-quality services to the premium, strategically located assets in our managed portfolio.
We primarily operate under long-term asset management and property management agreements that provide recurring, fee-based revenue streams.
•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).
•As a vertically integrated real estate services company, we perform all property management services through three wholly owned subsidiaries: CHCI Commercial, CHCI Residential, and ParkX Management ("ParkX"). All properties in our managed portfolio have entered into property management agreements that provide for market-rate fees related to our services.
Our asset-light, debt-free business model allows us to substantially mitigate risks that are typically associated with real estate development and operation. The fee-based approach we have adopted helps drive consistent top-line growth that, along with our streamlined balance sheet, provides maximum flexibility to explore growth opportunities outside of our core business operations.
We have directly aligned the equity ownership of our Company with the ownership interests of the affiliated assets that we manage in our Anchor Portfolio. This relationship, along with the baseline cost-plus feature and supplemental performance-based revenue opportunities provided by the 2022 AMA, provides us with a stable business platform on which we can (i) produce consistent, positive financial results, (ii) mature and expand our real estate service offerings, (iii) diversify and grow our managed portfolio of assets, both organically and through additional third-party relationships, (iv) pursue strategic investments and complimentary acquisitions, and (v) deliver exceptional value to our shareholders.
We distinguish ourselves from industry peers through an established standard of excellence that extends from who we hire to how we deliver our comprehensive suite of real estate services. We are able to maintain this high standard because We Show Up - every day, in person, in a collaborative environment that is structured to deliver on our mission to make a difference for our customers, our stakeholders, and in the communities that we serve.
1
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Our Services
Our experienced team of professionals provides a comprehensive suite of services and solutions related to the management, development, and operation of real estate assets. The services we provide include asset management, property/facility management (including security, concierge, firewatch, and more), development and construction management, leasing and marketing, acquisition and disposition, asset recapitalization, design (including planning and entitlements), strategic investment consultation and execution, and various other property-specific services.
Our Managed Portfolio
The focus of our managed portfolio revolves primarily around high quality, mixed-use real estate properties and developments that are strategically located adjacent to Metro rail stations, providing convenient access to public transportation.
The following table summarizes the operating assets that were included in our managed portfolio as of December 31, 2024:

Type# of AssetsSize/Scale% Leased
Commercial(1)
142.3 million sqft.82%
Residential61.8 million sqft. / ~1,700 units96%
ParkX - Garages3222,000+ spaces
ParkX - Security & Other(2)
20~2,500 hrs/week
Total72
(1)
Commercial % leased includes Q1 2024 delivery of a new office tower located in The Row at Reston Station. Excluding that impact, the % leased for stabilized assets is 93%.
(2)
# of assets total excludes 12 properties where both parking & other services are provided to avoid double-counting.
In addition, we manage the following assets that are under construction and scheduled for delivery in the next 6 to 12 months:
•2 commercial assets representing approximately 266,000 square feet;
•1 residential asset with 420 units representing approximately 430,000 square feet;
•1 JW Marriott-branded hotel/condominium with 247 keys and 94 residential units representing a total of approximately 520,000 square feet; and
•1 commercial parking garage with approximately 1,300 spaces.
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 that represent approximately 10 million square feet.
Anchor Portfolio
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.
Reston Station (Operating + Under Construction+ In Development)
Reston Station is one of the largest mixed-use, transit-oriented developments in the mid-Atlantic region. Located at the Wiehle-Reston East station on Metro’s Silver Line, the Reston Station neighborhood spans the Dulles Toll Road and covers approximately 90 acres. The Reston Station neighborhood is being developed in phases and is composed of the following five districts:
•Metro Plaza District (Operating)
The Metro Plaza District is located adjacent to Wiehle Reston-East Metro Station and contains approximately 1.4 million square feet of mixed-use development, highlighted by three Trophy-Class office buildings and BLVD Reston, a luxury residential tower with 448 units. It is home to corporate and regional headquarters of Google, ICF Global, Spotify,
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Qualtrics, Rolls-Royce of North America, Carfax, and others. All buildings in the Metro Plaza District have ground floor retail, which has been leased to high-quality tenants, including Starbucks, CVS, Founding Farmers, Matchbox, Scissors & Scotch, and others.
The Metro Plaza District also includes one of the largest underground commuter parking garages and bus transit facilities in the region. The 1.7 million square foot subterranean garage and transit facility is the subject of a public-private partnership between a Comstock affiliate and Fairfax County, Virginia. The Reston Station transit facility provides Metro commuters with an indoor bus transit depot designed to accommodate upwards of 110 buses per hour, 2,300 commuter parking spaces operated by Fairfax County, and approximately 2,750 additional parking spaces for retail, office, and commuter uses, a Tesla Super Charging Station and numerous other electric vehicle charging stations, secure bicycle parking and storage facilities, substantial storm water management vaults, and state-of-the-art water treatment systems.
•Reston Row District (Operating + Under Construction)
The Reston Row District (i.e., The Row at Reston Station) is the newest phase of the Reston Station development and is currently being constructed adjacent to the Metro Plaza District. It has entitlements in place allowing for approximately 1.5 million square feet of mixed-use development and, when completed, will feature two Trophy-Class office buildings, a residential building with 420 multifamily units, over 100,000 square feet of retail, and Virginia's first JW Marriott Hotel and Condominium tower, which will have 243 hotel rooms, 94 JW Marriott-branded condominium residences, and approximately 25,000 square feet of meeting space. The first office tower was delivered in 2024 and the remainder of the development is expected to be substantially delivered by the end of 2025.
•Commerce District (In Development)
The Commerce District is located adjacent to Wiehle Reston-East Metro Station, directly across the Dulles Toll Road from the Metro Plaza District. It has entitlements in place that allow for approximately 1.5 million square feet of new mixed-use development surrounding the four existing stabilized Class-A office buildings that represent a total of approximately 590,000 square feet. We are currently leasing and managing the four existing office buildings and one existing retail building while finalizing plans for the permitted new development.
•Midline District (In Development)
The Midline District, located directly across Wiehle Avenue from the Reston Row District and the Metro Plaza District, has entitlements in place that allow for approximately 1.2 million square feet of new mixed-use development. We are currently updating the entitlements secured by the previous owner and plan to commence development and leasing operations after receiving the necessary permits for the new development.
•West District (In Development)
The West District sits adjacent to the Reston Row District and Metro Plaza District and includes a previously developed 90,000 square foot office building owned by one of our affiliates and an apartment building owned by a third party. In 2022, our affiliate acquired an existing 58,000 square foot office building on an adjacent parcel that is planned for demolition and will be incorporated into the West District's development plans, which are planned to commence after entitlements are secured. It is anticipated that entitlements will allow for five mixed-use buildings in the West District, including the aforementioned existing apartment building.
Loudoun Station (Operating + In Development)
Loudoun Station, located in Ashburn, Virginia adjacent to Ashburn Station at the terminus of Metro’s Silver Line, is Loudoun County’s first and only Metro-connected development. With direct rail connectivity to Dulles International Airport, Reston, Tysons, and Washington, D.C., it represents the beginning of Loudoun County’s transformation into a transit-connected community. Loudoun Station has more than 1.0 million square feet of mixed-use development completed and stabilized, including nearly 700 residential units, approximately 50,000 square feet of Class-A office space, and approximately 150,000 square feet of retail space, highlighted by an 11-screen AMC Cinema as well as multiple dining and entertainment venues. It is also home to a 1,500-space Metro commuter parking garage that is the subject of a public-private partnership between a Comstock affiliate and Loudoun County. At full build, the Loudoun Station development will cover nearly 50 acres.
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Other Portfolio Assets
The following summarizes additional operating assets that are currently in our managed portfolio:
Investors X
In April 2019, we 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 provided for 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 Comstock’s residual homebuilding operations. As of December 31, 2024, 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.
The Hartford
In December 2019, we entered into a joint venture with CP to acquire The Hartford Building ("The Hartford"), a stabilized Class-A office building immediately 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 located in the premier Rosslyn-Ballston corridor. In February 2020, we arranged for DivcoWest, an unaffiliated entity, to purchase a majority ownership stake in The Hartford and secured a $87 million loan facility from MetLife. As part of the transaction, we entered into asset management and property management agreements for the building to go along with our 2.5% equity interest.
BLVD Forty Four
In October 2021, we entered into a joint venture with CP to acquire a stabilized 15-story, luxury high-rise apartment building in Rockville, Maryland that we rebranded as BLVD Forty Four. Built in 2015 and located one block from the Rockville Station on Metro's Red Line and 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, we received an acquisition fee and are entitled to receive investment related income and promote distributions in connection with our 5.0% equity interest in the asset. We also provide asset, residential, retail and parking property management services for the property in exchange for market rate fees.
BLVD Ansel
In March 2022, we 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 adjacent to the Rockville Metro Station and BLVD Forty Four in Rockville, Maryland. BLVD Ansel features approximately 20,000 square feet of retail space, 611 parking spaces, and expansive amenities including multiple private workspaces designed to meet the needs of remote-working residents. In connection with the transaction, we received an acquisition fee and are entitled to receive investment related income and promote distributions in connection with our 5.0% equity interest in the asset. We also provide residential, retail and parking property management services for the property in exchange for market rate fees.
Comstock 41
In December 2023, we 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, 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.
Parking
ParkX, one of our wholly owned operating subsidiaries, currently manages a total of 32 commercial parking garages, including 17 commercial parking garages owned by unaffiliated parties. In addition, ParkX provides approximately 2,555 hours per week of security, concierge, and other alternative property management services across 32 different properties, 12 of which are also managed parking garage locations.
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Our Business Strategy
In early 2018, we transitioned away from the development and sale of residential homes to our current business model, which primarily focuses on driving recurring fee-based revenue streams from the asset and property management services we provide for commercial and mixed-use real estate properties in the greater Washington, D.C. region. This significant shift took us from a high risk, capital-intensive approach to one that is asset-light and debt-free, providing us with a stronger balance sheet that allows for greater flexibility when it comes to exploring additional opportunities to grow our business.
We have demonstrated a proven track record of successfully managing a large-scale, diverse portfolio that contains both stabilized and in-development assets. Our decades of experience and in-depth industry knowledge provide us with the necessary foundation to successfully deliver on our unique business strategy, which is centered around the following strategic areas of focus:
•Generation of stable, recurring revenue and cash flows
We primarily operate under long-term asset management and property management agreements that provide recurring fee-based revenue streams, including the 2022 AMA and its cost-plus fee structure foundation that covers all the assets we manage in our Anchor Portfolio. This approach, along with additional opportunities to recognize supplemental and performance-based revenue based on provisions included in the 2022 AMA and our other management agreements, provide us with stability and visibility that help drive consistent, predictable top-line growth and positive operating cash flows.
•Addition of high-quality, mixed-use and transit-oriented assets in high-growth, high-potential areas
The assets in our managed portfolio are primarily composed of high-quality, trophy-class assets located in transitioning “sub-urban” markets found within the greater Washington D.C. region. These sub-markets, which include the Dulles Corridor and the Rosslyn-Ballston Corridor in Northern Virginia and the I-270 Technology and Life Science Corridor in Montgomery County, Maryland, are currently experiencing a "flight to quality" that is driving demand for the type of premium developments and amenity-rich buildings that compose our managed portfolio. We anticipate the heightened demand for top-tier real estate will persist across both commercial and residential markets, driven by an increasing number of tenants who are willing to pay higher rents for top-quality assets located in mixed-use, transit-oriented communities with access to premium amenities.
In Northern Virginia specifically, growing demand for technology and cybersecurity services has driven the proliferation of major corporations opening operational headquarters in the region, including Amazon, Microsoft, CoStar, Nestle, Raytheon Technologies, Boeing, and others. The expansion and continued investment of these large technology companies will benefit Northern Virginia’s employment market, further driving increased demand for the assets we manage and the mixed-use communities we are developing.
•Leveraging our growth platform and industry expertise to secure additional development and investment opportunities
Our stable growth platform and streamlined balance sheet provide us with insulation from significant downturns in the commercial real estate industry. As a result, we are well positioned to pursue, and potentially capitalize on, market disruptions that produce new attractively valued assets that would complement our existing managed portfolio. We typically engage a joint-venture partner that will provide the majority of capital needed for our investments in real estate ventures. This approach enables us to minimize risk and retain the flexibility to pursue additional value-add, core, and core-plus investments and acquisitions as new opportunities emerge.
We have worked closely with our affiliates to secure public-private partnerships with local governments from Fairfax County and Loudoun County in Virginia to develop and manage large-scale mixed-use, transit-oriented developments. Our proven track record of developing and managing best-in-class properties across the region has positioned us as an attractive partner for additional government entities looking to improve infrastructure and enhance their surrounding communities. In addition, recent changes to the comprehensive land use plans of Fairfax County and Loudoun County that encourage high-density and mixed-use development proximate to Metro's Silver Line stations may further enhance our potential growth opportunities.
Our Culture
Over nearly four decades we have curated a unique culture that distinguishes us from our industry peers and is firmly rooted in our commitment to work together - every day, in-person to drive the standard of excellence that we consider to be our baseline.
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We Show Up every day because we believe that showing up makes a difference for our customers, our stakeholders, and in the communities that we serve. To learn more about Comstock's culture, please visit www.Comstock.com/WeShowUp.
Our Values
We are committed to pursuing environmental sustainability, social responsibility, and robust governance practices across all our operations. We recognize that development of real estate can have significant impact, positive or negative, for the surrounding community, the region, and the environment that we all share. We believe that companies developing real estate have a responsibility to maximize the positive impacts while taking steps to minimize negative impacts. Supporting and fostering these initiatives is instrumental in making our communities better places to live, work, and play while simultaneously bolstering asset value, reducing risk, and positively impacting all stakeholders. The following are highlights from our 2024 ESG Report, the full version of which can be found on our website: www.Comstock.com/Corporate-Responsibility.
Environmental
We believe that environmentally sound business practices are critical to the long-term success of our business and the communities in which we operate. Our managed portfolio already includes multiple assets that are Leadership in Energy and Environmental Design (“LEED”) and Energy Star certified, and multiple initiatives are underway to increase the percentage of LEED and Energy Star certified buildings in our managed portfolio. Currently, all buildings in the Reston Metro Plaza District in Reston Station are LEED Silver certified or above and Energy Star certified. We continue to expand our capabilities around monitoring energy and utility consumption at all our properties, allowing us to better identify opportunities to maximize efficiency and sustainability through operational and capital improvements.
We have a partnership with DAVIS Construction on the utilization of CarbonCure, a sustainable concrete component, in the construction of Phase II of our Reston Station development (the Reston Row District). CarbonCure is clean technology that produces greener concrete by recycling carbon dioxide (CO2) produced during the cement manufacturing process and injecting the recycled CO2 into fresh concrete during mixing. Once injected, the CO2 transforms into a mineral that improves the compressive strength of concrete and captures the recycled CO2 emissions which are never re-released into the atmosphere. Every cubic yard of concrete produced with CarbonCure technology saves an average of 25 pounds of carbon from entering the atmosphere, which will save millions of pounds of CO2 emissions from entering the atmosphere. The Reston Row District is expected to utilize approximately 500,000 cubic yards of CarbonCure, which will divert 5 million pounds of carbon, or the equivalent of 258,000 gallons of gasoline not being burned. Furthermore, we intend to engage our supply chain to incorporate sustainable designs, materials, and systems into all ongoing or future developments.
Our transit-oriented developments promote the use of mass transit, ride sharing, and alternate modes of transportation. We continue to expand the availability of electronic vehicle charging stations and bike racks at our properties to promote the reduction of congestion and our overall carbon footprint. In recognition of the positive impacts resulting from Reston Station’s design, the development has been awarded the designation of Best Workplaces for Commuters each year since 2020 by the Best Workplaces for Commuters Organization, coordinated by the National Center for Transit Research at the Center for Urban Transportation Research.
Social (Human Capital)
We strive to create extraordinary places and provide exceptional experiences in places where people live, work, and play. We recognize the vital importance of community engagement in achieving this goal, which is why philanthropic partnerships have always been a key focus. We host a variety of community events in the public spaces we develop, aimed at creating rich and meaningful experiences. We support local organizations through charitable events, including Boys & Girls Club of Greater Washington, Habitat for Humanity, St. Jude Children’s Research Hospital, multiple youth sports organizations and local schools, and others. We partner with Cornerstones, Reston’s leading non-profit dedicated to helping underserved populations, to purchase winter coats for children and contribute meals to those in need. We encourage all employees to participate in charitable efforts in the community by providing paid leave to volunteer and numerous charitable contribution matching opportunities.
A key to our success is our ability to attract and retain a talented workforce that understands the numerous benefits of working in-office rather than remotely. We employ a diverse, multi-generational staff that consisted of 206 full-time and 45 part-time employees as of December 31, 2024. We promote collaboration, support, and innovation, providing all our employees the opportunity to achieve their professional and wellness goals. We continuously strive to diversify our workforce, provide equal access to opportunities to our people, and promote a working environment based on mutual trust, confidence, and respect. Our employees have access to a comprehensive suite of benefits, including, but not limited to, medical, dental, vision, and life
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insurance options; flexible and health savings accounts; 401k plan matching; and professional development reimbursement. We offer numerous wellness initiatives and training opportunities, including diversity training and a broad suite of e-learning courses.
Governance
Our employees, managers and officers conduct our business under the direction of our CEO and the oversight of our Board of Directors (the “Board”) to enhance our long-term value for our stockholders. The core responsibility of our Board is to exercise its fiduciary duty to act in the best interests of our Company and our stockholders. In exercising this obligation, our Board and its individual committees perform several specific functions, including risk assessment, review and oversight. While management is responsible for the day-to-day management of risk, our Board retains oversight of risk management for our company, assisting management by providing guidance on strategic risks, financial risks, and operational risks.
We have established corporate governance guidelines and policies that promote Company values, including a code of conduct as well as a code of ethics. Our information security team deploys an array of cybersecurity capabilities to protect our various business systems and data. We continually invest in protecting against, monitoring, and mitigating risks across the enterprise. We had no material publicly reportable information security incidents in the fiscal year ended December 31, 2024.
Competition
The real estate asset management and services industry is highly competitive. We compete with other businesses in the asset management and real estate-related services businesses on the basis of price, location, experience, service and reputation. Many of these competitors are larger than us, operate on a national or global scale, and some have access to greater technical, marketing and financial resources. These competitors may benefit from lower costs of capital, greater business scale, enhanced operating efficiencies, and greater immunity to localized market downturns due to their broad geographic presence. We also face numerous competitors on a local and regional basis. Certain competitors may also possess greater access to capital, higher risk tolerance, lower return thresholds, or less regulatory restrictions, all which could allow them to consider a broader range of investments and to bid more aggressively for investment opportunities than we are willing to.
Technology and Intellectual Property
We utilize our technology infrastructure to facilitate the management of our client’s assets and the marketing of our services. We use media and internet-based marketing platforms primarily in lieu of print advertisements. We believe that the prospective renters will continue to increase their reliance on information available on the internet to help guide their decisions. Accordingly, through our marketing efforts, we will continue to leverage this trend to lower per lease marketing costs while maximizing potential lease transactions.
Our Chief Executive Officer and Chairman of the Board, Christopher Clemente, has licensed his ownership interest in the “Comstock” brand and trademark to us in perpetuity. We have registered our trademarks and routinely take steps, and occasionally take legal action, to protect against brand infringement from third parties. Mr. Clemente has retained the right to continue to use the “Comstock” brand and trademark including for real estate development projects in our current or future markets that are unrelated to the Company but, currently, substantially all of Mr. Clemente’s real estate development business is conducted with Comstock, pursuant to the 2022 AMA.
Governmental Regulation and Environmental Matters
We are subject to various local, state and federal statutes, ordinances, rules and regulations concerning finance, banking, investments, zoning, building design, construction, density requirements and similar matters. We may also be subject to periodic delays or may be precluded entirely from developing in certain communities due to building moratoriums or “slow-growth” or “no-growth” initiatives that could be implemented in the future in the states where we operate. Local and state governments also have broad discretion regarding the imposition of development fees for projects in their jurisdiction.
We are also subject to a variety of local, state, and federal statutes, ordinances, rules and regulations concerning protection of the environment. Some of the laws to which we and our properties are subject to may impose requirements concerning development in waters of the United States, including wetlands, the closure of water supply wells, management of asbestos-containing materials, exposure to radon and similar issues. The particular environmental laws that apply to any given real estate asset vary based on several factors, including the environmental conditions related to a particular property and the present and former uses of the property.
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Additional Information
Comstock Holding Companies, Inc. was incorporated in Delaware in 2004. Our principal executive offices are located at 1900 Reston Metro Plaza, 10th Floor, Reston, VA 20190, and our telephone number is 703-230-1985. Our corporate website address is www.Comstock.com.
We maintain an investor relations page on our website where our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports and other required SEC filings may be accessed free of charge as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
Our Internet website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
To mitigate cybersecurity risks, we continuously assess and enhance our security processes and procedures. We collaborate with industry-leading managed security service providers to strengthen our ability to identify, assess, prevent, and respond to cybersecurity threats. Our information technology operations and security processes are being aligned with the National Institute of Standards and Technology (NIST) framework to further standardize and improve our security posture.

As part of our commitment to a cloud-first strategy, we prioritize the use of SaaS-based solutions for critical business functions. These third-party providers conduct annual Statement on Standards for Attestation Engagements ("SSAE") audits, ensuring compliance with industry best practices.

We have adopted a cybersecurity risk management framework designed to identify and mitigate potential cybersecurity risks, which is being integrated into our overall enterprise risk management program. Our risk assessments are informed by third-party cybersecurity experts, who conduct annual internal penetration tests and monthly vulnerability scans to continuously evaluate and strengthen our security posture.

Cybersecurity risks are categorized using a Critical, High, Medium, and Low risk scoring methodology. These assessments are performed through a combination of automated tools, manual audits, and expert evaluations, allowing us to implement effective controls that enhance our security framework. In addition, we have introduced annual cybersecurity awareness training, phishing simulations, and ongoing communication initiatives to strengthen organizational awareness of cybersecurity risks and threat prevention.

To date, we and our subsidiaries have not experienced any material cybersecurity incidents.
Governance
Cybersecurity is a key component of our enterprise risk oversight framework, with our Board of Directors actively engaged in overseeing cybersecurity risk management. While management is responsible for day-to-day cybersecurity operations, the Board ensures that our cybersecurity risk management strategies are effectively implemented. The Board is briefed on material cybersecurity incidents as necessary to maintain transparency and informed decision-making.

Our Vice President of Information Technology leads our cybersecurity strategy, programs, and risk management processes. With over 30 years of experience in IT, including 15+ years in cybersecurity, the Vice President provides strategic oversight and ensures alignment with industry best practices. This role is supported by a team of cybersecurity professionals with formal training and specialized expertise, as well as partnerships with managed security service providers focused on proactive threat detection, incident response, and risk mitigation.

As part of our annual enterprise risk assessment, cybersecurity risks are ranked and reviewed by executive management. In the event of a cybersecurity incident, the Vice President of Information Technology, in collaboration with our cybersecurity partners, would conduct a comprehensive impact assessment. This assessment would outline both potential and actual risks, along with
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necessary remediation steps. If an incident is deemed material, the Vice President would escalate the matter to the Board of Directors, who would determine whether disclosure to customers or investors is required.
Item 2. Properties
In November 2020, we executed a lease to relocate our corporate headquarters to office space located at 1900 Reston Metro Plaza in Reston, Virginia for a ten-year term. In January 2022, we executed a lease for a remote monitoring center for ParkX, our parking management subsidiary, and in November 2022 we executed a lease to expand our corporate headquarters, bringing the total amount of leased space to 25,630 square feet as of December 31, 2024. We believe our properties are adequately maintained and suitable for our needs and their intended use.
Item 3. Legal Proceedings
Currently, we are not subject to any material legal proceedings. From time to time, however, we are named as a defendant in legal actions arising from our normal business activities. Although we cannot accurately predict the amount of our liability, if any, that could arise with respect to legal actions filed against us, it is not anticipated that any such liability will have a material adverse effect on our financial position, operating results, or cash flows. We believe that we have obtained adequate insurance coverage, rights to indemnification, or where appropriate, have established reserves in connection with these legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Our Class A common stock is traded on The Nasdaq Capital Market under the symbol “CHCI”. As of December 31, 2024, there were 34 registered holders of record of our Class A common stock and 1 holder of our Class B common stock.
We have never declared or paid any dividends on our common stock. We do not anticipate paying any dividends on our common stock during the foreseeable future and intend to retain any earnings for future growth of our business. 
We did not repurchase any securities under our share repurchase program or issue any unregistered securities during the year ended December 31, 2024.
Item 6. [RESERVED]
Not Applicable.
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
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.
Overview
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.
We provide a comprehensive suite of real estate services to our asset-owning clients, including asset management, property management, development and construction management, and more. Our client base is composed primarily of institutional real estate investors, high net worth family offices, financial institutions, and governmental bodies seeking to develop real estate they own through public-private partnerships. We employ a talented staff of real estate professionals that are led by our seasoned management team and are tasked with delivering high-quality services to the premium, strategically located assets in our managed portfolio.
We primarily operate under long-term asset management and property management agreements that provide recurring fee-based revenue streams.
•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).
•As a vertically integrated real estate services company, we perform all property management services through three wholly owned subsidiaries: CHCI Commercial, CHCI Residential, and ParkX Management ("ParkX"). All properties in our managed portfolio have entered into property management agreements that provide for market-rate fees related to our services.
Our asset-light, debt-free business model allows us to substantially mitigate risks that are typically associated with real estate development and operation. The fee-based approach we have adopted helps drive consistent top-line growth that, along with our streamlined balance sheet, provides maximum flexibility to explore growth opportunities outside of our core business operations.
We have directly aligned the equity ownership of our Company with the ownership interests of the affiliated assets that we manage in our Anchor Portfolio. This relationship, along with the baseline cost-plus feature and supplemental performance-based revenue opportunities provided by the 2022 AMA, provides us with a stable business platform on which we can (i) produce consistent, positive financial results, (ii) mature and expand our real estate service offerings, (iii) diversify and grow our managed portfolio of assets, both organically and through additional third-party relationships, (iv) pursue strategic investments and complimentary acquisitions, and (v) deliver exceptional value to our shareholders.
We distinguish ourselves from industry peers through an established standard of excellence that extends from who we hire to how we deliver our comprehensive suite of real estate services. We are able to maintain this high standard because We Show Up - every day, in person, in a collaborative environment that is structured to deliver on our mission to make a difference for our customers, our stakeholders, and in the communities that we serve.
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Managed Portfolio
The focus of our managed portfolio revolves primarily around high quality, mixed-use real estate properties and developments that are strategically located adjacent to Metro rail stations, providing convenient access to public transportation.
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.
The following table summarizes the operating assets that are included in our managed portfolio as of December 31, 2024:
Type# of AssetsSize/Scale% Leased
Commercial(1)
142.3 million sqft.82%
Residential61.8 million sqft. / ~1,700 units96%
ParkX - Garages3222,000+ spaces
ParkX - Security & Other(2)
20~2,500 hrs/week
Total72
(1)
Commercial % leased includes Q1 2024 delivery of a new office tower located in The Row at Reston Station. Excluding that impact, the % leased for stabilized assets is 93%.
(2)
# of assets total excludes 12 properties where both parking & other services are provided to avoid double-counting.
In addition, we manage the following assets that are under construction and scheduled for delivery in the next 12 to 24 months:
•2 commercial assets that represent approximately 266,000 square feet;
•1 residential asset with 420 units representing approximately 430,000 square feet;
•1 JW Marriott-branded hotel/condominium with 247 keys and 94 residential units representing a total of approximately 520,000 square feet; and
•1 commercial parking garages with approximately 1,300 spaces.
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.
The following tables provide further details on our managed portfolio:
Anchor Portfolio
NameStatusDescription
Reston StationOperating +
Under Construction +
In Development		Among the largest mixed-use, transit-oriented developments in the Washington, D.C. region, covering nearly 90 acres spanning the Dulles Toll Road and surrounding the Wiehle Reston-East Metro Station and strategically located mid-way between Tysons, Va. and Dulles International Airport on Metro's Silver Line (Fairfax County, Va.)
Loudoun StationOperating +
In Development		Loudoun County’s first and only mixed-use, Metro-connected development that is located adjacent to Ashburn Station at the terminus of Metro's Silver Line in Ashburn, Va (Loudoun County, Va.)
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Other Portfolio Assets
NameStatusDescription
The HartfordOperatingAcquired in 2019, this 211,000 square foot mixed-use building is located adjacent to the Clarendon Station on Metro's Orange Line and is the subject of a joint venture with DivcoWest and Comstock Partners, LC. The premier office tower in the Ballston Corridor submarket of Arlington County, Va.
BLVD Forty FourOperatingAcquired in 2021, this 15-story, mixed-use 250-unit, luxury high-rise apartment tower is located adjacent to BLVD Ansel and just 1 block from the Rockville Station on Metro’s Red Line in Rockville, Md (Montgomery County) and is the subject of a joint venture with Comstock Partners, LC. The two-building complex is the premier residential offering in Rockville Town Center.
BLVD AnselOperatingAcquired in 2022, this 18-story, mixed-use 250-unit, luxury high-rise apartment tower is located adjacent to BLVD Forty Four and just 1 block from the Rockville Station on Metro’s Red Line in Rockville, Md (Montgomery County) and is the subject of a joint venture with Comstock Partners, LC. The two-building complex is the premier residential offering in Rockville Town Center.
Comstock 41OperatingAcquired in 2023, this 18,150 square foot parcel located at 41 Maryland Ave. in Rockville, Md. and is adjacent to BLVD Forty Four; currently a surface parking lot operated by ParkX Management, LC; provides an excellent opportunity for significant value enhancement through by-right entitlements for approximately 117 residential units
Investors XOperatingInvestment in Comstock Investors X, LC that owns legacy homebuilding assets that were monetized through market-rate sales that were completed in March 2024
ParkXOperatingCommercial parking garages & spaces managed by ParkX Management that are located at/around affiliated managed properties as well as a growing number of third-party locations
Comstock 41 - Additional Information
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).
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.
Outlook
Our management team is committed to executing our goal to provide exceptional experiences to those we do business with while maximizing shareholder value. 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 real estate development and asset 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.

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.
We aspire to be among the most admired real estate asset managers, operators, and developers by creating extraordinary places, providing exceptional experiences, and generating excellent results for all stakeholders. Our commitment to this mission drives our ability to expand our managed portfolio of assets, grow revenue, and deliver value to our shareholders.
13
Table of Contents
Results of Operations
The following tables set forth consolidated statement of operations data for the periods presented (in thousands):
Year Ended December 31,
20242023
Revenue$51,294 $44,721 
Operating costs and expenses:
Cost of revenue38,630 33,040 
Selling, general, and administrative2,075 2,305 
Depreciation and amortization302 212 
Total operating costs and expenses41,007 35,557 
Income (loss) from operations10,287 9,164 
Other income (expense):
Interest income672 96 
Gain (loss) on real estate ventures(297)(1,187)
Other income (expense), net63 79 
Income (loss) from operations before income tax10,725 8,152 
Provision for (benefit from) income tax(3,835)368 
Net income (loss)$14,560 $7,784 
Comparison of the Years Ended December 31, 2024 and 2023
Revenue
The following table summarizes revenue by line of business (in thousands):
Year Ended December 31,
20242023Change
Amount%Amount%$%
Asset management$31,497 61.4 %$29,278 65.5 %$2,219 7.6 %
Property management11,612 22.6 %10,604 23.7 %1,008 9.5 %
Parking management8,185 16.0 %4,839 10.8 %3,346 69.1 %
Total revenue$51,294 100.0 %$44,721 100.0 %$6,573 14.7 %
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 $3.3 million decrease in incentive fees earned. A previously scheduled October 1, 2024 incentive fee trigger event for seven specified managed portfolio assets was deferred. (See Note 13 in the Notes to Consolidated Financial Statements for additional information).
Operating costs and expenses
The following table summarizes operating costs and expenses (in thousands):
Year Ended December 31,Change
20242023$%
Cost of revenue$38,630 $33,040 $5,590 16.9 %
Selling, general, and administrative2,075 2,305 (230)(10.0)%
Depreciation and amortization302 212 90 42.5 %
Total operating costs and expenses$41,007 $35,557 $5,450 15.3 %
14
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 $1.9 million increase in reimbursable/billable expenses.
Other income (expense)
The following table summarizes other income (expense) (in thousands):
Year Ended December 31,Change
20242023$%
Interest income$672 $96 $576 600.0 %
Gain (loss) on real estate ventures(297)(1,187)890 (75.0)%
Other income (expense), net63 79 (16)(20.3)%
Total other income (expense)$438 $(1,012)$1,450 (143.3)%
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.
Income taxes
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.
Non-GAAP Financial Measures
To provide investors with additional information regarding our financial results, we prepare certain financial measures that are not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), specifically Adjusted EBITDA.
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 mark-to-market valuation gain (loss) on equity method investments in real estate ventures.
We use Adjusted EBITDA to evaluate financial performance, analyze the underlying trends in our business and establish operational goals and forecasts that are used when allocating resources. We expect to compute Adjusted EBITDA consistently using the same methods each period.

We believe Adjusted EBITDA is a useful measure because it permits investors to better understand changes over comparative periods by providing financial results that are unaffected by certain non-cash items that are not considered by management to be indicative of our operational performance.
While we believe that Adjusted EBITDA is useful to investors when evaluating our business, it is not prepared and presented in accordance with GAAP, and therefore should be considered supplemental in nature. Adjusted EBITDA should not be considered in isolation, or as a substitute for other financial performance measures presented in accordance with GAAP. Adjusted EBITDA may differ from similarly titled measures presented by other companies.
15
The following table presents a reconciliation of net income (loss), the most directly comparable financial measure as measured in accordance with GAAP, to Adjusted EBITDA (in thousands):
Year Ended December 31,
20242023
Net income (loss)$14,560 $7,784 
Interest income(672)(96)
Income taxes(3,835)368 
Depreciation and amortization302 212 
Stock-based compensation945 968 
(Gain) loss on real estate ventures297 1,187 
Adjusted EBITDA$11,597 $10,423 
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.
Seasonality and Quarterly Fluctuations
None.
Liquidity and Capital Resources
Liquidity is defined as the current amount of readily available cash and the ability to generate adequate amounts of cash to meet the current needs for cash. We assess our liquidity in terms of our cash and cash equivalents on hand and the ability to generate cash to fund our operating activities.
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).
Significant factors which could affect future liquidity include the adequacy of available lines of credit, cash flows generated from operating activities, working capital management and investments.
Our primary capital needs are for working capital obligations and other general corporate purposes, including investments and capital expenditures. Our primary sources of working capital are cash from operations and distributions from investments in real estate ventures. 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.
Cash Flows
The following table summarizes our cash flows for the periods indicated (in thousands):
Year Ended December 31,
20242023Change
Net cash provided by (used in) operating activities$10,675 $9,003 $1,672 
Net cash provided by (used in) investing activities(350)(1,547)1,197
Net cash provided by (used in) financing activities(352)(390)38 
Net increase (decrease) in cash and cash equivalents$9,973 $7,066 $2,907 
Operating Activities
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.
16
Investing Activities
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.
Financing Activities
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.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with GAAP. Accounting policies, methods and estimates are an integral part of the preparation of consolidated financial statements in accordance with U.S. GAAP and, in part, are based upon management’s current judgments. Those judgments are normally based on knowledge and experience with regard to past and current events and assumptions about future events. Certain accounting policies, methods and estimates are particularly sensitive because of their significance to the consolidated financial statements and because of the possibility that future events affecting them may differ from management’s current judgments. While there are a number of accounting policies, methods and estimates affecting our consolidated financial statements, areas that are particularly significant include:
•Investments in real estate ventures
•Revenue - Incentive Fees
•Income taxes
Investments in real estate ventures
For investments in real estate ventures that we have elected to report at fair value, we maintain an investment account that is increased or decreased each reporting period by contributions, distributions, and the difference between the fair value of the investment and the carrying value as of the balance sheet date. These fair value adjustments are reflected as gains or losses in our consolidated statements of operations. The fair value of these investments as of the balance sheet date is generally determined using a discounted cash flow analysis, income approach, or sales-comparable approach, depending on the unique characteristics of the real estate venture.
In addition, we perform a two-step analysis to determine if our investments in real estate ventures qualify as a variable interest entity (“VIE”) and need to be consolidated. We first analyze if the entity lacks sufficient equity to finance its activities without additional subordinated financial support or if the equity holders, as a group, lack the characteristics of a controlling financial interest in order to determine VIE qualification. If an entity is determined to be a VIE, we then analyze if it is the primary beneficiary to determine if the entity needs to be included in its consolidated financial results. The primary beneficiary has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the entity. We consider a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIE’s economic performance, including evaluating the nature of relationships and activities of the parties involved and, where necessary, determining which party within a related-party group is most closely associated with the VIE and would therefore be considered the primary beneficiary. We determine primary beneficiary status of a VIE at the time of investment and perform ongoing reassessments to evaluate whether changes in the entity’s capital structure or changes in the nature of its involvement with the entity result in a change to the VIE designation or a change to its consolidation conclusion.
We have minority voting and economic interests in our investments in real estate ventures that we have elected to report at fair value and do not control the activities that most significantly impact their economic performance. We have determined we are not the primary beneficiary in these investments, and therefore do not consolidate them into our balance sheets as of December 31, 2024 and 2023 or into our statements of operations for the years ended December 31, 2024 and 2023.
Revenue - Incentive Fees
Pursuant to the 2022 AMA, we are entitled to earn incentive compensation fees revenue ("Incentive Fees") on certain managed real estate assets if defined triggering events, which are differentiated based on the classification of the assets and defined in the agreement, are achieved. (See Note 13 for additional information).
17
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.
For the years ended December 31, 2024 and 2023, we recognized revenue from Incentive Fees of $1.5 million and $4.8 million, respectively.
Income taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. The deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on the deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We provide a valuation allowance when we consider it “more likely than not” (greater than a 50% probability) that a deferred income tax asset will not be fully recovered. Adjustments to the valuation allowance are a component of the income tax provision or benefit in our consolidated statements of operations.
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.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
18
Table of Contents
Item 8. Financial Statements and Supplementary Data

COMSTOCK HOLDING COMPANIES, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

19
Table of Contents
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Comstock Holding Companies, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Comstock Holding Companies, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Realizability of deferred tax assets and valuation allowance assessment
As described further in Note 11 to the consolidated financial statements, the Company assesses available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of existing deferred tax assets. The Company continues to record valuation allowances against deferred tax assets when it is considered more likely than not that the deferred tax asset will not be realized prior to expiration. During 2024, after weighing all available positive and negative evidence, the Company released $6.5 million of the valuation allowance as management deemed estimated future taxable income to be sufficient to realize additional deferred tax assets related to net operating loss and tax credit carryforwards.

The principal consideration for our determination that the realizability of deferred tax assets is a critical audit matter is that the estimate of future taxable income is an accounting estimate subject to a high level of estimation uncertainty. There is inherent uncertainty and subjectivity related to management’s judgments and assumptions regarding the Company’s future taxable income, the determination of which is complex in nature and may be affected by future operations of the Company and market or economic conditions. As such, significant auditor judgment was required.

F-1
Our audit procedures related to the realizability of deferred tax assets included the following, among others.
•We obtained an understanding of the design and tested implementation of controls relating to the evaluation of the realizability of deferred tax assets and the estimation of future taxable income;
•We evaluated management’s assumptions regarding the Company’s estimated future taxable income, including comparison of previous forecasts to actual results and obtained support for incremental changes applied to the prior forecast;
•With the assistance of our income tax specialists, we evaluated the nature of each of the deferred tax assets, including their expiration dates and their projected utilization when compared to projections of future taxable income.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2020.
Arlington, Virginia
March 21, 2025
F-2
COMSTOCK HOLDING COMPANIES, INC.
Consolidated Balance Sheets
(In thousands, except per share data)


December 31,
20242023
Assets
Current assets:
Cash and cash equivalents$28,761 $18,788 
Accounts receivable, net282 496 
Accounts receivable - related parties7,254 4,749 
Prepaid expenses and other current assets430 353 
Total current assets36,727 24,386 
Fixed assets, net574 478 
Intangible assets144 144 
Leasehold improvements, net60 89 
Investments in real estate ventures6,228 7,077 
Operating lease assets5,916 6,790 
Deferred income taxes, net14,720 10,885 
Deferred compensation plan assets438 53 
Other assets60 37 
Total assets$64,867 $49,939 
Liabilities and Stockholders' Equity
Current liabilities:
Accrued personnel costs$4,952 $4,681 
Accounts payable and accrued liabilities781 838 
Current operating lease liabilities922 854 
Total current liabilities6,655 6,373 
Deferred compensation plan liabilities492 77 
Operating lease liabilities5,351 6,273 
Total liabilities12,498 12,723 
Commitments and contingencies (Note 7)
Stockholders' equity:
Class A common stock; $0.01 par value; 59,780 shares authorized; 9,774 issued and 9,689 outstanding as of December 31, 2024; 9,525 issued and 9,440 outstanding as of December 31, 2023
97 94 
Class B common stock; $0.01 par value; 220 shares authorized, issued, and outstanding as of December 31, 2024 and 2023
2 2 
Additional paid-in capital202,702 202,112 
Treasury stock, at cost (86 shares of Class A common stock)
(2,662)(2,662)
Accumulated deficit(147,770)(162,330)
Total stockholders' equity52,369 37,216 
Total liabilities and stockholders' equity$64,867 $49,939 





See accompanying Notes to Consolidated Financial Statements.
F-3
Table of Contents
COMSTOCK HOLDING COMPANIES, INC.
Consolidated Statements of Operations
(In thousands, except per share data)


Year Ended December 31,
20242023
Revenue$51,294 $44,721 
Operating costs and expenses:
Cost of revenue38,630 33,040 
Selling, general, and administrative2,075 2,305 
Depreciation and amortization302 212 
Total operating costs and expenses41,007 35,557 
Income (loss) from operations10,287 9,164 
Other income (expense):
Interest income672 96 
Gain (loss) on real estate ventures(297)(1,187)
Other income (expense), net63 79 
Income (loss) from operations before income tax10,725 8,152 
Provision for (benefit from) income tax(3,835)368 
Net income (loss)$14,560 $7,784 
Weighted-average common stock outstanding:
Basic9,8469,629 
Diluted10,32710,108 
Net income (loss) per share:
Basic$1.48 $0.81 
Diluted$1.41 $0.77 





















See accompanying Notes to Consolidated Financial Statements.
F-4
Table of Contents
COMSTOCK HOLDING COMPANIES, INC.
Consolidated Statements of Changes in Stockholders' Equity
(In thousands)



Class AClass B
Common StockCommon StockTreasury Accumulated
SharesAmountSharesAmountAPICstockdeficitTotal
Balance as of December 31, 20229,337 $93 220 $2 $201,535 $(2,662)$(170,114)$28,854 
Issuance of common stock, net of shares withheld for taxes1651——(391)——(390)
Stock-based compensation23———968——968
Net income (loss)——————7,7847,784
Balance as of December 31, 20239,525 $94 220 $2 $202,112 $(2,662)$(162,330)$37,216 
Issuance of common stock, net of shares withheld for taxes2323——(355)——(352)
Stock-based compensation17———945——945
Net income (loss)——————14,56014,560
Balance as of December 31, 20249,774 $97 220 $2 $202,702 $(2,662)$(147,770)$52,369 



















See accompanying Notes to Consolidated Financial Statements.
F-5
Table of Contents
COMSTOCK HOLDING COMPANIES, INC.
Consolidated Statements of Cash Flows
(In thousands)


Year Ended December 31,
20242023
Operating Activities
Net income (loss)$14,560 $7,784 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization302 212 
Stock-based compensation945 968 
(Gain) loss on real estate ventures297 1,187 
Distributions from real estate ventures82 44 
Deferred income taxes(3,835)470 
Accrued interest income(70)(48)
(Gain) loss on disposal of fixed assets— 9
(Gain) loss on deferred compensation plan3 1
Changes in operating assets and liabilities:
Accounts receivable(2,291)(1,450)
Prepaid expenses and other current assets(7)(41)
Accrued personnel costs271 (278)
Accounts payable and accrued liabilities(57)26 
Deferred compensation plan liabilities455 75
Other assets and liabilities20 44 
Net cash provided by (used in) operating activities10,675 9,003 
Investing Activities
Investments in real estate ventures(140)(1,583)
Distributions from real estate ventures586 335 
Purchase of deferred compensation plan securities(428)(52)
Purchase of fixed assets(368)(247)
Net cash provided by (used in) investing activities(350)(1,547)
Financing Activities
Proceeds from issuance of common stock related to equity awards226 —
Payment of taxes related to the net share settlement of equity awards(578)(390)
Net cash provided by (used in) financing activities(352)(390)
Net increase (decrease) in cash and cash equivalents9,973 7,066 
Cash and cash equivalents, beginning of period18,788 11,722 
Cash and cash equivalents, end of period$28,761 $18,788 
Supplemental Cash Flow Information
Net cash paid (received) for:
Interest$(602)$(48)
Income taxes3 26 

See accompanying Notes to Consolidated Financial Statements.
F-6
Table of Contents
COMSTOCK HOLDING COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(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 asset manager, developer, and operator of mixed-use and transit-oriented properties in the Washington, D.C. region.
The Company operates through four primarily real estate-focused subsidiaries – CHCI Asset Management, LC (“CAM”); CHCI Residential Management, LC; CHCI Commercial Management, LC; and Park X Management, LC.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of the Company and its consolidated subsidiaries. Intercompany balances and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to current period presentation.
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.
Fiscal Year
Comstock uses a fiscal reporting calendar which begins on January 1 and ends on December 31. The fiscal years presented are the years ended December 31, 2024 (“2024”) and December 31, 2023 (“2023”). Each of the Company’s fiscal quarters ends on the last day of the calendar month.
Segment Information
Operating segments are defined as components of a business that can earn revenue and incur expenses for which discrete financial information is evaluated on a regular basis by the chief operating decision maker (“CODM”) in order to decide how to allocate resources and assess performance. The Company's CODM, its Chief Executive Officer, primarily reviews consolidated results of operations to assess performance and make decisions on how to allocate resources, therefore the Company views its operations and manages its business as one reportable operating segment. (See Note 15 for additional information).
Cash and Cash Equivalents
Cash and cash equivalents are comprised of cash and short-term investments with maturities of three months or less when purchased. The Company’s cash and cash equivalents include holdings in checking and overnight sweep investment accounts, all of which have daily maturities. The carrying amount of cash equivalents approximates fair value due to the short-term maturity of these investments.
Accounts Receivable
Accounts receivable are recorded at the amount invoiced. The Company records an allowance for doubtful accounts on an as-needed basis to reduce the trade accounts receivables balance by the estimated amounts that may become uncollectible in the future. The allowance for doubtful accounts estimate is based on the accounts receivable aging report, historical collection experience, and the payee's general financial condition. The Company does not record an allowance for doubtful accounts on accounts receivable from related parties due to the nature of the receivables and collection history. As of December 31, 2024, the Company's allowance for doubtful accounts was $0.1 million.
F-7
Concentrations of Credit Risk
Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable from related parties. The Company invests a significant portion of its excess cash position into U.S. Treasury-based funds through an automated overnight sweep investment account program administered by a brokerage firm affiliated with the bank at which the majority of our cash deposits are held. The Company maintains cash and cash equivalents in financial institutions that management believes to be financially sound and with minimal credit risk. At times, the Company's deposits exceed federally insured limits, however management believes that the Company’s credit risk exposure is mitigated by the financial strength of the banking institutions in which the deposits are held. The Company does a significant amount of business with related parties, demonstrated by related parties accounting for 94.1% of its consolidated revenue and 96.3% of its accounts receivable in 2024. The Company generally does not obtain collateral or other security to support financial instruments subject to credit risk and monitors the credit standing of its related party entities.
Investments in Real Estate Ventures
The Company holds investments in certain real estate ventures that qualify for equity method accounting treatment. Based on elections made at the investment date, the Company has elected to record certain equity method investments at fair value. With this treatment, investments are recorded at fair value on the consolidated balance sheets and subsequently remeasured at each reporting period. The fair value of these investments as of the balance sheet date is generally determined using a discounted cash flow analysis, income approach, or sales-comparable approach, depending on the unique characteristics of the real estate venture. Assumptions about the discount rate are based on a weighted average cost of capital built up from various interest rate components applicable to the Company. Assumptions about the growth rate and future financial performance of a reporting unit are based on the Company's forecasts, business plans, economic projections and anticipated future cash flows. Market multiples are derived from recent transactions among comparable real estate properties of similar size, construct, and location. The net change in the fair value of the investments is recorded on the consolidated statements of operations as other income (expense).

In addition, the Company performs an analysis on its investments in real estate ventures to determine if they qualify as a variable interest entity (“VIE”). For an entity in which we have acquired an interest, the entity will be considered a VIE if either of the following characteristics are met: (i) the entity lacks sufficient equity to finance its activities without additional subordinated financial support, or (ii) equity holders, as a group, lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, the Company then determines if it is the primary beneficiary to determine if the entity needs to be included in its consolidated financial results. The primary beneficiary has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the entity. The Company considers a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIE’s economic performance, including evaluating the nature of relationships and activities of the parties involved and, where necessary, determining which party within a related-party group is most closely associated with the VIE and would therefore be considered the primary beneficiary. The Company determines primary beneficiary status of a VIE at the time of investment and performs ongoing reassessments to evaluate whether changes in the entity’s capital structure or changes in the nature of its involvement with the entity result in a change to the VIE designation or a change to its consolidation conclusion. (See Note 4 for additional information).
Fixed Assets
Fixed assets are carried at cost less accumulated depreciation and are depreciated on a straight-line basis over their estimated useful lives, which are as follows:
Asset ClassEstimated Useful Life
Leasehold improvements
Shorter of asset life or related lease term
Furniture and fixtures
7 years
Office equipment
5 years
Vehicles
5 years
Computer equipment
3 years
Capitalized software
3 years
Evaluation of Long-Lived Assets
The Company evaluates the recoverability of its long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of the assets may not be recoverable. Recoverability is measured by comparing the carrying amount of the
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asset to the future undiscounted cash flows the asset is expected to generate. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset.
Intangible Assets
On an annual basis, and at interim periods when circumstances require, the Company tests the recoverability of any intangible assets balances that exist at that time and reviews for indicators of impairment. To test for the recoverability of indefinite-lived intangible assets, the Company first performs a qualitative assessment based on economic, industry and company-specific factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. Next, a quantitative assessment is performed to compare the fair value of the indefinite-lived asset to the respective carrying value. If the carrying value exceeds the fair value, a second assessment is performed to measure the amount of impairment loss on a relative fair value basis, if any.
Fair Value Measurement
The Company applies fair value accounting for all financial assets and liabilities that are reported at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance establishes a defined three-tier hierarchy to classify and disclose the fair value of assets and liabilities on both the date of their initial measurement as well as all subsequent periods. The hierarchy prioritizes the inputs used to measure fair value by the lowest level of input that is available and significant to the fair value measurement. The three levels are described as follows:
•Level 1: Observable inputs. Quoted prices in active markets for identical assets and liabilities;
•Level 2: Observable inputs other than the quoted price. Includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets and amounts derived from valuation models where all significant inputs are observable in active markets; and
•Level 3: Unobservable inputs. Includes amounts derived from valuation models where one or more significant inputs are unobservable and require the Company to develop relevant assumptions.
The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification as of each reporting period.
Leases
The determination of whether an arrangement contains a lease and the classification of a lease, if applicable, is made at lease commencement, at which time the Company also measures and recognizes a right-of-use ("ROU") asset, representing the Company’s right to use the underlying asset, and a lease liability, representing the Company’s obligation to make lease payments under the terms of the arrangement. Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments (e.g., rent) over the lease term beginning at the commencement date. The operating lease assets are adjusted for lease incentives, deferred rent, and initial direct costs, if incurred. The related lease expense is recognized on a straight-line basis over the lease term.
The Company's leases generally do not include an implicit rate; therefore, an incremental borrowing rate is used that is based on information available at the lease commencement date in determining the present value of future minimum lease payments. The Company typically looks to floating interest rates charged under existing arrangements or current market interest rates at the time of lease commencement when determining the incremental borrowing rate.
For the purpose of recognizing operating lease assets and liabilities, the Company has elected the practical expedient to not recognize an asset or lease liability for short-term leases, which are leases with a term of twelve months or less. The lease term is defined as the non-cancelable portion of the lease term plus any periods covered by an option to extend the lease if it is reasonably certain that the option will be exercised.
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Revenue
The Company operates under long-term asset management and property management agreements that provide recurring fee-based revenue streams.
•Asset management services are anchored by a long-term, full-service asset management agreement with Comstock Partners, LC ("CP"), an affiliate entity controlled by Chief Executive Officer Christopher Clemente, which includes a cost-plus fee structure and covers all of the properties in the Company's Anchor Portfolio (the "2022 AMA" - See Note 13 in the Notes to Consolidated Financial Statements for additional information).
•Property management services are performed through three wholly owned subsidiaries: CHCI Commercial, CHCI Residential, and ParkX Management ("ParkX"). All properties in the Company's managed portfolio have entered into property management agreements with the Company's operational subsidiaries that provide services for market-rate fees.
The Company’s revenue streams, revenue recognition policies, and cost of revenue details are summarized by the following:
Asset Management/Property Management/Parking Management
Asset management pricing associated with the 2022 AMA includes a cost-plus management fee or a market-rate fee form of variable consideration, and the Company earns whichever is higher. Revenue for other asset management contracts is generally in the form of a monthly fee based upon property-level cash receipts or leasing agreements executed at the managed properties.
Property Management pricing is generally in the form of a monthly management fee based upon property-level cash receipts, square footage under management, or some other variable metric. Parking management pricing is generally in the form of a monthly management fee and additional fees for accounting, remote monitoring, ticketing, insurance, and various other site-level services. In addition, property management and ParkX revenue includes reimbursable expenses such as payroll and other employee costs for those performing services at managed properties.
Asset management, property management, and parking services represent a series of distinct daily services rendered over time. The revenue these services is presented gross for any services provided by the Company's employees and presented net of third-party reimbursements in instances where the Company does not control third-party services delivered to the client. Consistent with the transfer of control for distinct, daily services to the customer, revenue is typically recognized at the end of each period for the fees associated with the services performed.
Financing
Compensation for commercial mortgage and structured financing services is received via fees paid upon successful commercial financing from third-party lenders. The earned fees are contingent upon the funding of the loan, which represents the transfer of control for services to the customer. Therefore, the Company's performance obligation is satisfied at the point in time of the funding of the loan when there is a present right to payment.
Leasing
Compensation for providing strategic advice and execution for owners, investors, and occupiers is received in the form of a commission. The commission is paid upon signing of the lease by the tenant, therefore the Company's performance obligation is satisfied at the time of the contractual event, when there is a present right to payment.
Construction & Development
Fees for project and development services for owners and occupiers of real estate are typically variable and based on a percentage of the total project cost. Project and development services represent a series of performance obligations delivered over time; therefore, the Company recognizes revenue over time for these services accordingly.
Incentive Fees
Pursuant to the 2022 AMA, incentive compensation fees revenue ("Incentive Fees") may be earned on certain managed real estate assets if defined triggering events, which are differentiated based on the classification of the assets, are achieved. (See Note 13 for additional information).
Incentive Fees represent variable consideration and 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
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macro-economic and environmental factors that may affect fair market value. Due to the subjective and potentially volatile nature of this variable consideration, revenue is only recognized 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, the Company only recognizes 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 relied upon to not materially change.
Cost of Revenue
Cost of revenue is composed primarily of employment expenses for personnel providing services to the Company's managed portfolio of assets. It also includes reimbursable expenses incurred under the Company's various asset and property management agreements, as well as the expenses related to the public listing of its shares and corresponding regulatory reporting obligations.
Stock-Based Compensation
Stock-based compensation expense for restricted stock units is measured based on the fair value of the Company’s common stock on the grant date. The Company utilizes the Black-Scholes option pricing model to estimate the grant-date fair value of stock option awards. The exercise price of stock option awards is set to equal the quoted closing market price of the underlying common stock at the date of the grant. The following weighted-average assumptions are also used to calculate the estimated fair value of stock option awards:
•Expected volatility: The expected volatility of the Company’s shares is estimated using the historical stock price volatility over the most recent period commensurate with the estimated expected term of the awards.
•Expected term: The Company determines the expected term by calculating the weighted-average period of time between the grant date and exercise or post-vesting cancellation date of all outstanding stock options.
•Dividend yield: The Company has not paid dividends and does not anticipate paying a cash dividend in the foreseeable future and, accordingly, uses an expected dividend yield of zero.
•Risk-free interest rate: The Company bases the risk-free interest rate on the implied yield available on a U.S. Treasury note with a term equal to the estimated expected term of the awards.
The Company applies the graded vesting attribution method to recognize compensation expense for stock-based awards. Using this method, the estimated grant-date fair value of the award is recognized over the requisite service period for each separately vesting tranche as though each tranche of the award is, in substance, a separate award. This advanced recognition expense from future vesting tranches results in the accelerated recognition of the overall compensation cost related to the award. The Company has elected to account for forfeitures as they occur. For awards with a performance-based vesting condition, the Company accrues stock-based compensation expense if it is probable that the performance condition will be achieved.
Interest Income
Interest income from our automated overnight "sweep account" program investments is recognized on an accrual basis. Interest income is included in "interest income (expense), net" on our consolidated statements of operations.
Income Taxes
Income taxes are accounted for under the asset and liability method in accordance with ASC 740. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on the deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We provide a valuation allowance when we consider it “more likely than not” (greater than 50% probability) that a deferred income tax asset will not be fully recovered. Adjustments to the valuation allowance are a component of the deferred income tax expense or benefit in the consolidated statements of operations.
For interim periods, an income tax provision (benefit) is recognized based on the estimated annual effective tax rate expected for the entire fiscal year. The interim annual estimated effective tax rate is based on the statutory tax rates then in effect, as adjusted for estimated changes in permanent differences, and excludes certain discrete items whose tax effect, when material, is recognized in the interim period in which they occur. These changes in permanent differences and discrete items result in variances to the effective tax rate from period to period. Impacts from significant pre-tax, non-recognized subsequent events are excluded from the interim estimated annual effective rate until the period in which they occur.
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Net Income (Loss) per Share
Basic net income (loss) per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents or any impacts from Preferred Stock activity. Common share equivalents consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock unit awards. Diluted net income (loss) per common share is calculated by dividing net income (loss) attributable to common stockholders by the fully diluted weighted-average number of common shares outstanding during the period. The diluted weighted-average common shares outstanding amount includes the impact of common share equivalents, which are the incremental shares of common stock that would be issuable upon the hypothetical exercise of stock options and vesting of restricted stock unit awards. The common stock equivalents are calculated using the treasury stock method and average market prices during the periods and are included in the diluted net income (loss) per share calculation unless their inclusion would be anti-dilutive.
Recent Accounting Pronouncements - Adopted
In March 2023, the FASB issued ASU 2023-01, “Leases (Topic 842) – Common Control Arrangements.” This guidance amends certain provisions of ASC 842, specifically those that apply to leasing arrangements between related parties under common control. The standard is effective for fiscal years beginning after December 15, 2023, and early adoption was permitted. The Company adopted the standard effective January 1, 2024 and determined that adoption of the standard had no material impact on its consolidated financial statements and related disclosures.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improving Reportable Segment Disclosures.” This guidance is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The standard requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. The standard also requires all annual disclosures currently required by ASC Topic 280 to be included in interim periods. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all prior periods presented in the financial statements. The Company adopted the standard effective January 1, 2024 and determined that adoption of the standard had no material impact on its consolidated financial statements. (See Note 15 for the related segment disclosures).
Recent Accounting Pronouncements - Not Yet 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, with early adoption permitted and should be applied prospectively. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
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, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
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3. Fixed Assets & Intangible Assets
The following table provides a detailed breakout of fixed assets, by type (in thousands):
December 31,
20242023
Computer equipment and capitalized software$519 $444 
Furniture and fixtures123 115 
Office equipment67 67 
Vehicles393 193 
Total fixed assets1,102 819 
Accumulated depreciation(528)(341)
Total fixed assets, net$574 $478 
Depreciation expense for the years ended December 31, 2024 and 2023 was $0.3 million and $0.2 million, respectively.
In May 2022, the Company purchased the rights to the www.comstock.com domain name for $0.1 million. The Company has recorded the domain name purchase as an indefinite-lived intangible asset on its consolidated balance sheets that will be tested annually for impairment.
4. Investments in Real Estate Ventures
The following table summarizes the Company's investments in real estate ventures that are recorded on the consolidated balance sheets (in thousands):
December 31,
InvestmentOwnership %20242023Accounting Method
Investors X50.0%$395 $976 Fair Value
The Hartford2.5%591610 Fair Value
BLVD Forty Four5.0%1,6611,837 Fair Value
BLVD Ansel5.0%1,9522,090 Fair Value
Total investments recorded at fair value4,599 5,513 
Comstock 41100.0%1,629 1,564 Consolidated
Total investments in real estate ventures$6,228 $7,077 
The Company’s maximum loss exposure on each of its investments in real estate ventures is equal to the carrying amount of the investment. Additional details on each investment 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 Mr. Clemente, which 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 December 31, 2024, 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 CP 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 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 Building and secured a $87.0 million loan facility from MetLife. As part of the transaction, the Company entered into asset management and property management agreements to manage the property in exchange for market-rate fees, for which it recognized $1.0 million of revenue for the year ended
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December 31, 2024. Fair value of the property is determined on a quarterly basis using an income approach model. As of December 31, 2024, 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 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 received an acquisition fee and is entitled to receive investment-related income and promote distributions in connection with its equity interest in the asset. The Company also provides asset, residential, retail and parking property management services for the property in exchange for market-rate fees, for which it recognized $1.3 million of revenue for the year ended December 31, 2024. Fair value is determined on a quarterly basis using an income approach model. As of December 31, 2024, 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 adjacent to the Rockville Metro Station and BLVD Forty Four in Rockville, Maryland. BLVD Ansel features approximately 20,000 square feet of retail space, 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 received an acquisition fee and is entitled to receive investment-related income and promote distributions in connection with its equity interest in the asset. The Company also provides asset, residential, retail and parking property management services for the property in exchange for market-rate fees, for which it recognized $1.2 million of revenue for the year ended December 31, 2024. Fair value is determined on a quarterly basis using an income approach model. As of December 31, 2024, the Company’s ownership interest in BLVD Ansel was 5.0%. (See Note 13 for additional information).
The following table below 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, 2022$7,013 
Investments89 
Distributions(379)
Change in fair value(1,210)
Balance as of December 31, 2023$5,513 
Investments74 
Distributions(668)
Change in fair value(320)
Balance as of December 31, 2024$4,599 
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. (See Note 13 for additional information).
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 entitled to provide property management services once the development is ready for occupancy.
Other Investments
In addition, 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
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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 net income and distributions are recorded in gain (loss) on real estate ventures in the consolidated statements of operations and was immaterial for the years ended December 31, 2024 and 2023, respectively.
Investment Financial Information
The following tables summarize the combined statements of operations information for our unconsolidated investments in real estate ventures (in thousands):
Year Ended December 31,
Combined Statements of Operations:20242023
Revenue$28,115 $24,877 
Operating income (loss)16,237 13,251 
Net income (loss)$(5,882)(10,506)
5. Leases
The Company has operating leases for office space leased in various buildings for its own use. The Company's leases have original terms ranging from 5 to 10 years. The Company's lease agreements do not contain any 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):
Year Ended December 31,
20242023
Operating lease costs
Fixed lease costs$1,186 $1,186 
Variable lease costs392 458 
Total operating lease costs$1,578 $1,644 
The following table presents supplemental cash flow information related to the Company's operating leases (in thousands):
Year Ended December 31,
20242023
Cash paid for lease liabilities:
Operating cash flows from operating leases$1,559 $1,588 
As of December 31, 2024, the Company's operating leases had a weighted-average remaining lease term of 5.78 years and a weighted-average discount rate of 4.64%.
The following table summarizes future lease liability payments (in thousands):
Year Ending December 31, Operating Leases
2025$1,194 
20261,222 
20271,204 
20281,233 
20291,263 
Thereafter1,073 
Total future lease payments7,189 
Imputed interest(916)
Total lease liabilities$6,273 
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The Company does not have any lease liabilities which have not yet commenced as of December 31, 2024.
6. Debt
In March 2020, the Company entered into a five-year Revolving Capital Line of Credit Agreement with CPRES, 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 scheduled to expire in March 2025 (the “Credit Facility”). As of December 31, 2024, 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.
On March 19, 2025, the Company entered into an agreement with CP to secure a new $10.0 million capital line of credit with the same variable interest rate structure as the Credit Facility that is scheduled to expire in March 2030 (the "New Credit Facility").
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 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 Disclosures
As of December 31, 2024, the carrying amount of cash and cash equivalents, accounts receivable, other current assets, and accounts payable approximated fair value because of the short-term nature of these instruments.
As of December 31, 2024, deferred compensation plan assets, which are Company-funded investments that are meant to correlate with participant-directed hypothetical investments in stock and bond mutual funds, are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held (Level 1). Corresponding deferred compensation plan liabilities reflect the fair value of the aforementioned hypothetical investments and are based on inputs derived principally from observable market data (Level 2) through their direct correlation with the deferred compensation plan assets.
As of December 31, 2024, the Company had certain equity method investments in real estate ventures that it elected to record at fair value using significant unobservable inputs (Level 3). (See Note 4 for additional information).
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.
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 December 31, 2024, 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
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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 December 31, 2024, there were 1.4 million shares of Class A common stock available for issuance under the 2019 Plan.
During the years ended December 31, 2024 and 2023, the Company recorded stock-based compensation expense of $0.9 million and $1.0 million, respectively. Stock-based compensation costs are included in selling, general, and administrative expense on the Company's consolidated statements of operations. As of December 31, 2024, there was $0.8 million of total unrecognized stock-based compensation, which is expected to be recognized over a weighted-average period of 1.9 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 years 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, 2023671 $3.42 
Granted244 4.81 
Released(300)3.06 
Canceled/Forfeited(87)4.25 
Balance as of December 31, 2024531 $4.12 
The total intrinsic value of RSUs that vested during the years ended December 31, 2024 and 2023 was $1.5 million and $1.1 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.

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, 2023116 $3.07 3.9$192 
Granted— — 
Exercised(23)3.74 
Canceled/Forfeited— — 
Expired(3)7.63 
Balance as of December 31, 202490 $2.72 3.2$479 
Exercisable as of December 31, 202490 $2.72 3.2$479 
The total intrinsic value of stock options exercised during the year ended December 31, 2024 was $0.1 million. There were no stock options exercised during the year ended December 31, 2023.
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10. Revenue
All the Company's revenue was for the years ended December 31, 2024 and 2023 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):
Year Ended December 31,
20242023
Revenue by Line of Business
Asset management$31,497 $29,278 
Property management11,61210,604
Parking management8,1854,839
Total revenue$51,294 $44,721 
Year Ended December 31,
20242023
Revenue by Customer Type
Related party$48,278 $43,568 
Commercial3,0161,153
Total revenue$51,294 $44,721 
Year Ended December 31,
20242023
Revenue by Timing
Recurring/over time$43,666 $37,151 
Point-in-time7,6287,570
Total revenue$51,294 $44,721 
Year Ended December 31,
20242023
Revenue by Contract Fee Type1
Cost Recovery2
$33,687 $32,261 
Variable3
14,00110,019
Fixed4
3,6062,441
Total revenue$51,294 $44,721 
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 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 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. (See Note 13 for additional information).
For the years ended December 31, 2024, and 2023 the Company recognized revenue from incentive fees of $1.5 million and $4.8 million, respectively. All incentive fee revenue recognized to date has been related to services performed in prior periods for which revenue recognition criteria were previously constrained.
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11. Income Tax
The following table summarizes the components of the provision for (benefit from) income tax (in thousands):
Year Ended December 31,
20242023
Current:
Federal$— $— 
State— (102)
Total current taxes— (102)
Deferred:
Federal2,313 1,839 
State358 178 
Total deferred taxes2,671 2,017 
Other:
Valuation allowance(6,506)(1,547)
Provision for (benefit from) income taxes$(3,835)$368 
The following table presents a reconciliation the statutory federal income tax rate to the Company's effective income tax rate:
Year Ended December 31,
20242023
Federal statutory rate21.00 %21.00 %
State income taxes, net of federal benefit4.74 %4.64 %
Permanent differences 0.55 %0.50 %
Return to provision 0.01 %(0.99)%
Change in valuation allowance (60.66)%(18.99)%
Change in state tax rate(0.14)%(0.21)%
Other(1.26)%(1.44)%
Effective tax rate(35.76)%4.51 %
The Company's effective tax rates for the years ended December 31, 2024 and 2023 differ from the U.S. federal statutory tax rate of 21%, primarily due to state income taxes and the impact of valuation allowance releases of $6.5 million and $1.5 million, respectively.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company has recorded valuation allowances for certain tax attributes and deferred tax assets due to the existence of sufficient uncertainty regarding the future realization of those deferred tax assets through future taxable income. Based on its recent financial performance and current forecasts of future operating results, the Company conducts a quarterly analysis to determine if it is more likely than not that a portion of the deferred tax assets related to its net operating loss carryforwards will be utilized in future periods. The Company's effective tax rate in any given period is directly impacted by the timing and magnitude of any partial valuation allowance releases.
F-19
The following table summarizes the components of the Company's deferred tax assets and liabilities (in thousands):
December 31,
20242023
Deferred tax assets:
Net operating loss and tax credit carryforwards$28,589 $31,465 
Stock-based compensation538 471 
Investments in affiliates1,420 1,395 
Right of use lease liability1,615 1,825 
Bonus accrual1,277 1,172 
Valuation allowance(17,146)(23,666)
Total deferred tax assets16,293 12,662 
Deferred tax liabilities:
Right of use lease asset(1,523)(1,739)
Depreciation and amortization(50)(38)
Total deferred tax liabilities(1,573)(1,777)
Net deferred income tax assets (liabilities)$14,720 $10,885 
As of December 31, 2024, the Company had $111.1 million of net operating loss (“NOL") carryforwards. These NOLs, if unused, will begin expiring in 2028. Under Code Section 382 (“Section 382”) rules, if a change of ownership is triggered, the Company’s NOL assets and possibly certain other deferred tax assets may be impaired. Given Section 382’s broad definition, an ownership change could be the unintended consequence of otherwise normal market trading in the Company’s stock that is outside of the Company’s control. In an effort to preserve the availability of these NOLs, the Company has adopted a Section 382 rights agreement that is scheduled to expire on March 27, 2025. The Section 382 rights agreement helps to reduce the likelihood of an unintended “ownership change”, thus preserving the value of these future tax benefits. We estimate that as of December 31, 2024, the three-year cumulative shift in ownership of the Company’s stock had not triggered a limitation in the use of our NOL asset.
As of December 31, 2024, there were no uncertain tax positions that, if recognized, would affect the Company's effective tax rate. We file U.S. and state income tax returns in jurisdictions with varying statutes of limitations. All of our income tax returns remain subject to examination by federal and state tax authorities due to the availability of our NOL carryforwards.
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):
Year Ended December 31,
20242023
Numerator:
Net income (loss) - Basic and Diluted$14,560 $7,784 
Denominator:
Weighted-average common shares outstanding - Basic9,846 9,629 
Effect of common share equivalents481 479 
Weighted-average common shares outstanding - Diluted10,327 10,108 
Net income (loss) per share:
Basic$1.48 $0.81 
Diluted$1.41 $0.77 
F-20
The following table summarizes common share equivalents that have been excluded from the computation of diluted net income (loss) per share because their effect was anti-dilutive (in thousands):
Year Ended December 31,
20242023
Restricted stock units2 2 
Stock options1 29 
Warrants— 46 
13. Related Party Transactions
In June 2022, CHCI Asset Management, L.C. (“CAM”), an entity wholly owned by the Company, entered into a new 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 (the “2019 AMA”). Entry into the 2022 AMA was unanimously approved by the independent directors of the Company.
The 2022 AMA engages 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, 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:

Description2022 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
F-21
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 for the respective asset management agreements in the following table:
Description2022 AMA
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 Event1 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 Event1 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  
Loan Origination Fee
1% of any Financing Transaction or other commercially reasonable and mutually agreed upon fee
1
Triggering events are differentiated between operating assets (i.e., those already in service) and assets under development. Operating asset triggering events are scheduled for specific dates, whereas triggering events for assets under development are tied to various metrics that indicate stabilization, such as occupancy and leasing rates.
On September 11, 2024, the Company entered into an amendment to the 2022 AMA with an effective date of July 1, 2024 (the "First Amendment") that included, among others, the following key revised provisions:
•A deferral of the Operating Assets Trigger Event that was originally scheduled on October 1, 2024 (as defined in the original 2022 AMA) to calculate incentive fee revenue for seven specified managed portfolio assets to be, at the election of the Company upon the occurrence of the event and with consent from CP, either (a) October 1, 2027, (b) upon the sale of the asset, (c) upon the refinance of the asset, or (d) the period of time in which an 85% leased rate has been achieved if the asset is a commercial asset;
•A revised definition of the Development and Construction Management Fee to include payment of the fee during delays in delivery caused by a casualty event; and
•A revised definition of Supplemental Fees to include a lease termination fee equal to 3.50% of the gross rental revenue paid by any tenant of a commercial asset in connection with the early termination of a lease.
Except as amended by the First Amendment, the original terms of the 2022 AMA remain in full force and effect.
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
F-22
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 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 July 2019, CAM entered into a Business Management Agreement (the “BC Management Agreement”) with CPRES, whereby CAM provides CPRES with professional management and consultation services, including, without limitation, consultation on land development and real estate transactions, for a residential community located in Monteverde, Florida. On January 1, 2023, a successor contract for the BC Management Agreement was executed by DCS Real Estate Investments, LC, an entity controlled by a member of CP. The BC Management Agreement provided that DCS Real Estate Investments, LC pay CAM an annual management fee equal to $0.4 million and reimburse CAM for certain expenses. The BC Management Agreement was terminated effective December 31, 2024.
On February 1, 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. The initial term of the SH Management Agreement expires on December 31, 2024 with automatic one-year renewals. The SH Management Agreement provides that Springfield will reimburse CAM for certain immaterial title, survey, and architectural expenses at cost.
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 4 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 4 for additional information).
F-23
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 near the Rockville Metro Station 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. (See Note 4 for additional information).
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 acquisition. The entitlement success fee, if earned, will equal 25% of the economic value created by the relocation of the MPDUs (subject to reasonable agreed upon changes at the time of the calculation) and due upon approval of a finalized amendment to the existing project development plan by local government agencies.
Corporate Leases
In November 2020, the Company relocated its corporate headquarters to office space owned and controlled by its Chief Executive Officer Christopher Clemente and his family, pursuant to a ten-year lease agreement. In November 2022, the Company executed a 3,778 square foot lease expansion agreement with terms that align with the original agreement. (See Note 6 for additional information). In January 2022, ParkX Management, LC, a subsidiary of the Company, entered into a separate five-year lease agreement with an affiliate controlled and owned by Mr. Clemente and his family to host ParkX's specialized remote monitoring center operations. (See Note 5 for additional information).
Credit Facility
On March 19, 2025, the Company entered into an agreement with CP to secure a new $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 CPRES (See Note 6 for additional information).
14. Employee Benefit Plans
The Company maintains defined contribution plans covering all full-time employees of the Company who have 90 days of service and are at least 21 years old. An eligible employee may elect to make a before-tax contribution of between 1% and 90% of his or her compensation through payroll deductions, not to exceed the annual limit set by law. The Company currently matches the first 3% of participant contributions limited to 3% of a participant’s gross compensation (maximum Company match is 4%). The combined total expense for this plan was $0.7 million and $0.6 million for the years ended December 31, 2024 and 2023, respectively.
In November 2023, the Company adopted a non-qualified deferred compensation plan ("NQDC Plan"). The NQDC Plan allows certain eligible employees to defer, on a pre-tax basis, a portion of their base annual salary and/or their annual bonus and earn tax-deferred earnings on these deferrals. The NQDC Plan also provides for matching Company contributions that vest over a three-year period. In the NQDC Plan, a participant's deferrals, together with Company matching credits, are “invested” at the direction of the employee in a hypothetical portfolio of investments which are tracked by an administrator. The Company, through a broker partner affiliated with the NQDC Plan administrator, directly funds investments that are meant to correlate with participant-directed hypothetical investments in stock and bond mutual funds in an effort to directly provide for its future NQDC Plan liabilities. NQDC Plan assets and liabilities are marked-to-market each quarter. Fair value changes to NQDC Plan liabilities are recorded as a benefit plan-related operating expense and the net investment income (loss) from NQDC Plan assets is recorded as other income (expense) in our consolidated statements of income. As of December 31, 2024, total NQDC plan assets and liabilities were $0.4 million and $0.5 million, respectively. During the year ended December 31, 2024, there were $0.1 million in distributions from the Company's NQDC Plan.
F-24
15. 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 CODM evaluates segment performance and decides how to allocate resources primarily based on the Company’s consolidated net income results, as reported in the consolidated statements of operations as "net income (loss)". The measure of segment assets is reported on the consolidated balance sheets as "total assets".
The financial information reviewed by the CODM includes the following disaggregation of operating expenses for the Company's single reportable operating segment (in thousands):
Year Ended December 31,
20242023
Asset management and corporate operating expenses$23,807 $21,618 
Commercial operating expenses4,042 4,086 
Residential operating expenses4,835 4,492 
ParkX operating expenses7,076 4,181 
Stock compensation945 968 
Depreciation and amortization302 212 
Total operating costs and expenses$41,007 $35,557 
F-25
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of December 31, 2024. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.
We conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Tread way Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024.
Limitations on the Effectiveness of Controls
We do not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only assurance, at the reasonable assurance level, that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
Changes in Internal Control Over Financial Reporting
No change has occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our last fiscal quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
The certifications of our principal executive officer and principal financial officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act are filed with this Annual Report on Form 10-K as Exhibits 31.1 and 31.2. The certifications of our principal executive officer and principal financial officer pursuant to 18 U.S.C.1350 are furnished with this Annual Report on Form 10-K as Exhibit 32.1.
Item 9B. Other Information
10b5-1 Trading Plans
During the three months ended December 31, 2024, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."
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New Credit Facility
On March 19, 2025, Comstock Holding Companies, Inc. (the “Company”) entered into a Revolving Capital Line of Credit Agreement (the “Loan Agreement”) with Comstock Partners, LC (“Lender”), an entity controlled by Christopher Clemente, the Chief Executive Officer of the Company, pursuant to which the Company secured a Ten Million Dollar ($10,000,000) capital line of credit (the “Loan”). Under the terms of the Loan Agreement, the Loan provides for an initial variable interest rate of the WSJ Prime Rate plus one percent (1.00%) per annum on advances made under the Loan, payable monthly in arrears. The five-year term facility allows for interim draws that carry a maturity date of twelve (12) months from the initial date of the disbursement unless a longer initial term is agreed to by the Lender. The capital provided to the Company by the Loan will be utilized (i) to fund the cash requirements of the Company or any of its subsidiaries or affiliated entities engaged in real estate development, asset management and real estate related services; (ii) to secure additional investment opportunities; and (iii) for general corporate purposes.
The foregoing summary of the Loan Agreement is qualified in its entirety by the provisions of the Loan Agreement, which the Company has filed herewith in this Annual Report on Form 10-K.
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PART III

The information required by Items 10 through 14 of this section is incorporated herein by reference to the definitive proxy statement for our 2025 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A of the Exchange Act within 120 days after the close of our fiscal year-end. These items include:

•Item 10. Directors, Executive Officers and Corporate Governance
•Item 11. Executive Compensation
•Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
•Item 13. Certain Relationships and Related Transactions, and Director Independence
•Item 14. Principal Accountant Fees and Services
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
1.Consolidated Financial Statements
See Index to Consolidated Financial Statements in Part II, Item 8 of this report.
2.Financial Statement Schedules
Financial statement schedules have been omitted because they are not applicable, or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.
3.Exhibits
Exhibit
Number		Incorporated by Reference
DescriptionFormExhibitFiling Date
3.110-Q3.1November 16, 2015
3.210-K3.2March 31, 2005
3.38-K3.1March 28, 2017
3.48-K3.2February 19, 2019
3.58-K3.1February 19, 2019
4.1S-14.1August 13, 2004
4.210-K4.2March 31, 2022
10.1S-1/A10.10December 7, 2004
10.2+S-1/A10.12December 7, 2004
10.3+S-1/A10.13December 7, 2004
10.4S-1/A10.23December 7, 2004
10.510-K10.91April 14, 2015
10.68-K4.1March 27, 2015
10.710-Q10.99November 14, 2016
10.810-Q10.62November 16, 2017
10.9+DEF 14AAnnex BJanuary 22, 2019
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10.10+10-K10.26April 15, 2020
10.11+10-K10.27April 15, 2020
10.1210-Q10.29May 28, 2020
10.1310-Q10.30May 28, 2020
10.14+10-Q10.2August 14, 2020
10.1510-Q10.3August 14, 2020
10.1610-K10.32March 31, 2021
10.1710-K10.22March 31, 2022
10.1810-K10.30March 31, 2022
10.1910-Q10.1May 16, 2022
10.2010-Q10.2May 16, 2022
10.2110-Q10.3May 16, 2022
10.2210-Q10.1August 15, 2022
10.2310-Q10.2August 15, 2022
10.2410-K10.25March 21, 2024
10.2510-K10.26March 21, 2024
10.268-K10.1September 17, 2024
10.27*
14.110-K14.1March 31, 2005
19.1*
21.1*
23.1*
31.1*
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31.2*
32.1*
97+10-K97March 21, 2024
101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
+ Management contracts, compensatory plans, or arrangements
Item 16. 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
COMSTOCK HOLDING COMPANIES, INC.
Date: March 21, 2025
By:
/s/ CHRISTOPHER CLEMENTE
Christopher Clemente
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
SIGNATURETITLEDATE
/s/ CHRISTOPHER CLEMENTEChairman of the Board of Directors andMarch 21, 2025
Christopher ClementeChief Executive Officer (Principal Executive Officer)
/s/ CHRISTOPHER GUTHRIEChief Financial OfficerMarch 21, 2025
Christopher Guthrie(Principal Financial Officer and Principal Accounting Officer)
/s/ DAVID M. GUERNSEYDirectorMarch 21, 2025
David M. Guernsey
/s/ THOMAS J. HOLLYDirectorMarch 21, 2025
Thomas J. Holly
/s/ JAMES A. MACCUTCHEONDirectorMarch 21, 2025
James A. MacCutcheon
/s/ DAVID P. PAULDirectorMarch 21, 2025
David P. Paul
/s/ ROBERT P. PINCUSDirectorMarch 21, 2025
Robert P. Pincus
25
Exhibit 10.27 TEN MILLION ($10,000,000) REVOLVING CAPITAL LINE OF CREDIT AGREEMENT THIS REVOLVING CAPITAL LINE OF CREDIT AGREEMENT (the "Capital Line of Credit") is effective as of this 19th day of March, 2025 (the "Effective Date") by and between COMSTOCK PARTNERS, LC, a Virginia limited liability company ("Lender") and COMSTOCK HOLDING COMPANIES, INC., a Delaware Corporation ("Borrower"), each having a principal address of 1900 Reston Metro Plaza, 10th Floor, Reston, Virginia 20190. RECITALS (A) The parties hereto wish to enter into this Capital Line of Credit in a maximum outstanding amount of Ten Million and 00/100 Dollars ($10,000,000) to memorialize the practice of Lender periodically making related party term loans (each a "Loan") to Borrower for the benefit of its various affiliates and subsidiaries where the aggregate amount of funds made available by Lender to Borrower is made on a revolving and term basis; all such advances of funds to be made in accordance with the terms and conditions hereof (each such transaction also may be referred to as a "Disbursement"). (B) In conjunction with such Disbursements, the parties hereto find it proper, efficient and in the best interests of all parties to forego with the creation and tracking of individual notes or instruments of indebtedness, except as further described herein, and instead utilize the Capital Line of Credit to document and reflect that the outstanding principal balances and interest due pursuant to each and every Disbursement and Loan is properly accounted for and recorded separately as a loan receivable and loan payable on the respective books of the Lender and Borrower (the "Accounting Record"). (C) This Capital Line of Credit sets forth the terms and conditions under which Disbursements and Loans shall be made and repaid on a revolving basis. (D) The proceeds of the Loan, are to be used by the Borrower for the purpose of funding the cash requirements of the Borrower or any of its subsidiaries or affiliated entities (a "Borrower Party") engaged in real estate development, asset management and real estate related services or for any other legal and related purpose as may be agreed to by the Borrower or the Lender, from time to time (each a "Purpose"). (E) To induce the Lender to make a Loan, the Borrower agrees to the te1ms and conditions in this Capital Line of Credit agreement. WITNESSETH In consideration of a Loan to the Borrower, the mutual covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 
2 I. GENERAL CONDITIONS 1. Incorporation of Recitals. Each and every one of the Recitals stated above are hereby expressly incorporated herein by reference as if fully set forth in the body of this Capital Line of Credit agreement. 2. Compliance with Loan Documents. The Borrower agrees and covenants to comply with and perform all of the terms, covenants and conditions of this Capital Line of Credit agreement and any Note issued pursuant hereto. 3. Use of Proceeds. All Disbursements shall be used by the Borrower or designated Borrower Party for the specific Purpose stated herein or in a Note, subject to the requirements of the Lender as set forth herein. 4. Accounting Records. If and when requested, the Borrower shall promptly deliver to the Lender copies of such accounting records as the Lender deems reasonable in its sole discretion for the accurate documentation of each and every Disbursement to the Borrower or a designated Borrower Party pursuant to this Capital Line of Credit agreement. 5. Loan and Facility Tenn. Subject only to an accelerated maturity of the Capital Line of Credit agreement as described herein which will also accelerate the repayment of a Disbursement made pursuant hereto, Disbursements made hereunder shall mature and become fully due and payable twelve (12) months from the effective date of a Disbursement (the "Maturity Date"), provided however, the Maturity Date of all Disbursements hereunder shall be automatically extended in twelve (12) month intervals ("Extensions"), without any action on the part of the Borrower or Lender in the event Lender fails to notify Borrower of its intent to terminate this agreement at least thirty (30) days prior to the Maturity Date or any Extension hereunder. Notwithstanding the foregoing, if a Disbursement is reasonably expected by the parties to have a term in excess of twelve (12) months and/or have other pertinent terms and conditions that would benefit from memorializing a Disbursement, the parties may, but are not obligated to, enter into a separate note to evidence the same (each a "Note"). This Capital Line of Credit agreement shall remain in effect until March 19, 2030. 6. Interest Rate. Disbursements hereunder shall bear interest at the sum of (i) the Prime rate as reported in the Wall Street Journal (the "Prime Rate"), and (ii) one percent (1.00%). In order to account for any changes in the Prime Rate, the interest rate shall be adjusted monthly on the first Business Day of each month until the Loan is repaid in full, retroactive to the first calendar day of such month through and including the last calendar day of such month or as otherwise noted in the Accounting Record for the Borrower and Lender at the time a Disbursement is made or a reasonable time thereafter. The Accounting Records shall include any notes or annotations thereto and as applicable assist in the determination of the applicable interest rate. 7. Prepayment. This Loan and any Disbursement or Note made pursuant hereto, may be prepaid, in whole or in part, without penalty or premium.

 
3 II. DISBURSEMENTS The Lender shall make Disbursements pursuant to a Loan or Note in accordance with this Capital Line of Credit and as requested by Borrower and approved by Lender, in its sole discretion, from time to time. Provided however, in no event may any Disbursement be made by the Lender or accepted by Borrower or Borrower Party that would violate either parties financial covenants pursuant to existing lending facilities in place with institutional lenders; and Borrower must at all times remain in compliance with all of the terms and conditions made in connection with this Capital Line of Credit; and Disbursements hereunder shall be unsecured, evidenced only by this Capital Line of Credit and the applicable Accounting Record, unless specifically evidenced by a Note. Further, the outstanding principal balances and interest due pursuant to each Disbursement shall be recorded separately as a loan receivable and loan payable on the books of the Borrower or Borrower Party and Lender. Lender does not intend to make any secured advances or disbursements to Borrower under the Loan and does not intend for any Disbursements to be evidenced by agreements or instruments of security or indebtedness other than this Capital Line of Credit. III. REQUIREMENTS FOR DISBURSEMENTS The Lender agrees to make the Disbursements subject to the Borrower's compliance with all of the terms and conditions set forth in this Capital Line of Credit, including conditions precedent hereafter set forth. The Borrower specifically agrees: (i) to fully comply with each of the conditions precedent listed below in a manner deemed acceptable to the Lender, and (ii) that compliance with each and every one of those requirements shall be determined by the Lender, in Lender's sole discretion, just as if this sentence were incorporated into each requirement listed. Accordingly, Borrower agrees: 1. That no default or event of default shall be committed or now existing under this Capital Line of Credit or any loan facility with any of Borrower or Borrower Party's institutional lenders; 2. As of the date of making any Disbursement, no Event of Default shall have occurred under this Capital Line of Credit; 3. The Borrower has made available to Lender such data, documents and other information as may be reasonably requested by Lender ("Disbursement Request") to make a dete1mination as to Borrower’s Disbursement Request; with such determination being made by Lender in its sole discretion. IV. EVENTS OF DEFAULT Any one of the following events below shall constitute a breach of this Capital Line of Credit and be deemed to be an Event Of Default: 1. If any indebtedness due hereunder or any other indebtedness of the Bon-ower or its affiliates is not paid immediately when due;

 
4 2. If Borrower or a Borrower Party fails generally to pay their debts when due; or if there is filed by Borrower or a Borrower Party a petition in bankruptcy under any of the provisions of the United States Bankruptcy Act, as amended, or under any similar state or federal law, or a petition for the appointment of a receiver or trustee of the property of Borrower or a Borrower Party; or if Borrower or a Borrower Party makes a general assignment for the benefit of creditors or makes any insolvency assignment or is adjudged insolvent by any court of competent jurisdiction; or if there is filed against Borrower or a Borrower Party a petition in bankruptcy or for the appointment of a receiver which involuntary petition is not dismissed within sixty (60) days thereafter; 3. If any covenant or agreement herein is not fully and timely performed, observed or kept; 4. If the Borrower fails to comply with any of the conditions precedent to the obligation of Lender to make any Disbursement hereunder. 5. If the resignation or removal of Christopher Clemente as the Chief Executive Officer of the Borrower occurs unless consented to in writing by the Lender. V. REMEDIES OF THE LENDER Upon an Event of Default, the Lender shall send notice of the default to the Borrower, and the Borrower shall have ten (10) days for any monetary-related default, and thirty (30) days for any non- monetary default, from the date of mailing the notice, to cure said default (provided however, if the non- monetary default is not reasonably capable of being cured within said thirty (30) days, and Borrower is diligently pursuing said cure, Borrower shall have up to sixty (60) days from the date of notice to cure said non-monetary default), whereupon, if remaining uncured at the expiration thereof, the Lender shall immediately be entitled to all remedies as stated herein, in addition to in lieu of all other remedies provided to Lender under any Note, and under the law or rules of equity, and Lender may, at its election, but without any obligation to do so, without further notice, enjoy any or all of the rights, powers, privileges and remedies listed below, all at the sole cost and expense of the Borrower: VI: REMEDIES The Lender shall have any and all of the remedies listed below: 1. Terminate its commitment to make future Disbursements under the Loan and terminate any Disbursement pending; 2. Subject to the notice and cure provisions, accelerate all amounts due hereunder; 3. Reduce any claim to judgment; and 4. Exercise any and all rights and remedies afforded by this Capital Line of Credit, any Notes issued pursuant hereto, and/or at law, equity or otherwise;

 
5 VII: MISCELLANEOUS 1. No Liability To Lender. Notwithstanding any waivers, approvals, consents, or judgments made by Lender pursuant hereto, the Borrower agrees that the Lender shall have no obligation, liability or responsibility whatsoever to Borrower or any other party as a result of Lender's actions pursuant to this Capital Line of Credit. 2. Indemnity. Except for willful misconduct, or gross negligence, Borrower, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged on behalf of the Borrower, and each of its past, present and future subsidiaries, successors and assigns (collectively, "Borrower's Parties") do hereby remise, release, acquit, satisfy and forever discharge each Lender and that Lender's respective past, present and future subsidiaries, divisions, affiliates, joint venturers, officers, directors, employees, agents, attorneys, representatives, participants, successors and assigns (collectively referred to as the "Entities") from any and all manner of action and actions, cause or causes of actions, suits, claims, unintentional torts, counterclaims, demands, damages, judgments, liabilities, contingent claims or contingent liabilities, debts, sums of money, attorneys fees, costs, accounts, covenants, contracts, controversies, obligations, agreements, promises, expenses, variances, trespasses, liens, and/or claims of lien of any nature whatsoever, whether at law or in equity, whether now accrued or hereafter maturing and whether known or unknown, which the Borrower now has or hereafter can, shall or may have by reason of any matter, cause or thing, from a date twelve (12) months prior to the effective date of this Capital Line of Credit until ten (10) years and one (1) day after the all amounts due under the Loan are paid back to the Lender in full, arising out of or in connection with: (A) all of the Lender's obligations, duties, approvals, and decisions made in good faith pursuant to the terms and conditions of this agreement (B) the implementation, procedures, collections, administration, or actions taken by the Lender in good faith in accordance with this agreement, (C) the remedies pursued by the Lender, and all actions in connection therewith taken by the Lender in good faith pursuant to this agreement in the Event of a Default, and (D) the actions, decisions or remedies not taken by the Lender in good faith under this agreement; and the Borrower's Parties hereby jointly and severally indemnify and hold each of the Entities harmless from same. 3. No Assignment. Neither this Capital Line of Credit, a Note issued pursuant hereto, nor the proceeds of a Disbursement shall be assigned by Borrower without the express written consent of Lender, and any attempted assignment without such written consent shall be void and shall constitute an Event of Default. 4. Notices. All notices required or contemplated hereunder shall be in writing and shall be deemed to have been given properly on the date delivered by electronic mail transmission so long as a copy is deposited for overnight delive1y with Federal Express or another comparable overnight express delivery service, addressed as follows:

 
6 As to Lender: COMSTOCK PARTNERS, LC 1900 Reston Metro Plaza, 10th Floor Reston, Virginia 20190 Attn: Christopher C. Clemente e-mail: cclemente@comstock.com As to Borrower: COMSTOCK HOLDING COMPANIES, INC. 1886 Metro Center Drive Suite 400 Reston, Virginia 20190 Attn: Christopher Guthrie e-mail: cguthrie@comstock.com (or to such other address as may be specified by notice given as required herein). 5. No Waiver Of Lender's Rights. Notwithstanding anything in this Capital Line of Credit to the contrary, the Lender may, in its sole discretion, defer or relinquish any requirements hereunder, including without limitation any condition to any Disbursement. However, no such deferral or relinquishment shall constitute a waiver of the Lender's right to invoke any of said requirements subsequently. Moreover, no delay, omission or acquiescence of the Lender to exercise any right, power or remedy accruing upon the happening of a Default shall impair any such right, power or remedy or shall be construed to be a waiver of any such Default. No delay or omission on the part of the Lender to exercise any rights or privileges herein, or any other option granted to the Lender hereunder in any one or more instances, shall constitute a waiver of any of such rights or privileges. Lender may make any Disbursement or parts of Disbursement after the occurrence of a Default without thereby waiving the right to demand payment of the Loan and without becoming liable to make any other or further Disbursements. No acceptance by the Lender of any partial payment on account of the Loan in the event of a Default shall constitute a waiver of any Default and all of Lender's rights and remedies shall remain continuously in full force and effect. 6. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Lender is intended to be exclusive of any other remedy. Each and every remedy herein shall be cumulative, and shall be in addition to every other remedy existing at law or in equity or by statute. Every right, power and remedy given to the Lender herein shall be concurrent and may be pursued separately, successively or together against the Borrower and every right, power and remedy given in herein may be exercised from time to time as often as may be deemed expedient by the Lender. 7. Further Assurances. The Borrower or Borrower Party will, upon request of the Lender:

 
7 (a) promptly correct any defect, error or omission in this agreement; (b) execute, acknowledge, deliver, procure, record or file such further documents and do such further acts deemed necessary, desirable or proper by Lender to carry out the purposes of this agreement; including but not limited to the entry into a Note to more formally evidence a Disbursement (c) execute and deliver any renewals or modifications as may be requested; (c) provide such certificates, documents, reports, information, affidavits and other instruments and do such further acts deemed necessary, desirable or proper by Lender to comply with the requirements of any governmental authority having jurisdiction over the Lender. 8. Governing Law. This agreement shall be governed by and construed according to the laws of the Commonwealth of Virginia. 9. Non-Merger. The covenants of the Borrower set forth herein and the terms and provisions of this agreement shall survive the repayment of the Loan. 10. Severability. If any provision of this agreement, or the application thereof to any circumstance, is deemed to be unenforceable, the remainder of the agreement shall not be affected thereby and shall remain enforceable. 11. No Partnership. Nothing in this agreement shall be construed to make Borrower a partner or a joint venturer or creating a principal-agent relationship or any other relationship except for that of “lender” and “borrower”. 12. No Lender Control. The Borrower agrees that the Lender’s rights and interests under this agreement and the administration of any Loan shall not be deemed to indicate that the Lender is in control of the business operations of the Borrower. 13. Counterparts. This Capital Line of Credit may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. 14. Written Agreement and Conflict. This agreement, and any Note issued pursuant hereto, constitutes the entire understanding and agreements between Borrower and Lender with respect to the subject matter hereof. In the event of a conflict between this agreement and a Note, the terms of the Note shall control.

 
8 [Signature Page to Revolving Capital Line of Credit Agreement] WITNESS the following signatures: COMSTOCK PARTNERS, LC, a Virginia limited liability company By: /s/Christopher Clemente_______________ Name: Christopher Clemente Title: Manager COMSTOCK HOLDING COMPANIES, INC., a Delaware corporation By: /s/Christopher Guthrie_________________ Name: Christopher Guthrie Title: Chief Financial Officer

 
COMSTOCK HOLDING COMPANIES, INC. SECURITIES AND INSIDER TRADING POLICY I. SUMMARY OF POLICY The purpose of this Securities and Insider Trading Policy (this “Policy”) is to promote compliance with all applicable securities laws by Comstock Holding Companies, Inc. (“Comstock” or the “Company”) and all individuals or parties affiliated with it. This Policy applies to all officers, directors, and employees of the Company and extends to all of each such individual’s activities. This Policy and its trading restrictions also apply to Related Parties (defined below). The key guidelines that define this Policy can be summarized as follows: • No officer, director, employee or any Related Parties shall purchase or sell any type of security while aware of material non-public information (as defined below) relating to the security, including any security of the Company. • No officer, director, employee or any Related Parties shall purchase or sell any security of the Company during the period beginning on the 15th day of the last month of any fiscal quarter of the Company and ending at market open on the second business day after the public release of Comstock’s quarterly and annual earnings (the “Blackout Period”) 1. The timing and duration of any given Blackout Period is subject to change as deemed necessary by the Company’s Compliance Officer (“CCO”), who is responsible for administering this Policy. • All purchases, sales, or other transfers of Company securities by officers, directors, employees, or Related Parties made during authorized trading windows must receive pre-clearance to transact from the CCO (or their approved designee). o Requests for pre-clearance to transact must be received at least 48 hours in advance of the intended transaction(s). o Requests for pre-clearance must include a statement positively confirming that the requestor is not in possession of material non-public information and may be submitted using 1) the form included at the end of this Policy or 2) by any other means approved by the Company. o Upon notification that the request for pre-clearance has been approved, pre-clearance will remain valid for the next consecutive 26 trading hours (the equivalent of four trading days). o If pre-clearance is denied, the reason for the denial must be kept confidential by the requestor. • No officer, director, employee, or Related Parties shall directly or indirectly pass on or “tip” material non-public information to anyone outside the Company under any circumstances, or to anyone within the Company who does not have a need-to-know such information. • No officer, director, employee, or Related Parties may knowingly trade in the securities of the Company if they are aware of material non-public information about (or possibly affecting) the Company. • Under certain circumstances, the Company may prohibit trading by some or all officers, directors, employees, or Related Parties during an authorized trading window. 1 For the first quarter of each fiscal year only, the Blackout Period begins five (5) days prior to quarter end to align with the extended year-end reporting timeline that is ongoing at that time. If designated Blackout Period start date does not fall on a trading day, the Blackout Period begins at the end of the last trading day that immediately precedes it. Exhibit 19.1

 
2 II. INSIDER TRADING What is Insider Trading? Insider trading” means the purchase or sale of a security based on “material” “non-public” information about the security or the issuer of the security. “Securities” include stocks, bonds, notes, and debentures, as well as options, warrants and similar instruments related to such stock, bonds, notes, and debentures. “Purchase” and “sale” are broadly defined for this purpose: “purchase” includes the actual purchase of a security, as well as the entry into any contract to purchase or otherwise acquire a security; “sale” includes the actual sale of a security, as well as the transfer of a security (including bona fide gifts) or entry into any contract to sell or otherwise dispose of a security. A purchase or sale of securities is considered to be based on material non- public information if the individual making the purchase or sale is aware of material non-public information when making the purchase or sale. It is generally understood that insider trading includes the following: • Trading by insiders who are aware of material non-public information; • Trading by individuals other than insiders who are aware of material non-public information that has been either disclosed in breach of an insider’s fiduciary duty to keep it confidential or misappropriated; or • Communicating or tipping material non-public information to others, including recommending the purchase or sale of a security while aware of such information. “Inside” information is information about Comstock that is not available to the public. Information generally becomes available to the public when it has been disclosed by Comstock or third parties in a press release or other authorized public statement, including any filing with the Securities and Exchange Commission (the “SEC”). Depending on the particular circumstances, Comstock may determine that a longer period should apply to the release of specific material non-public information. Who is an Insider? “Insiders” include anyone who is aware of material non-public information about the Company, generally its officers, directors, and employees, as well as “temporary insiders” who occasionally receive such information, such as underwriters, lawyers, accountants, or consultants. Insider trading rules apply to everyone, and no one is protected from liability based on their role with the Company. Any director, officer, or employee will be an “insider” for as long they know material non-public information. The definition of insider is transaction specific; that is, an individual is an insider with respect to each material non-public item of which they are aware. Insiders have independent fiduciary duties to their Company and its stockholders not to trade on material non-public information relating to the Company’s securities. Accordingly, officers, directors and employees may not, at any time, trade the Company’s securities while aware of material non-public information relating to the Company nor may they, at any time, tip (or communicate except on a need-to- know basis) such information to others. Who is a “Related Party”? For purposes of this Policy, a Related Party includes your spouse, minor children, and anyone else living in your household; partnerships in which you are a general partner; trusts of which you are a trustee; and estates of which you are an executor. Trading by a Related Party of an officer, director or employee can be the responsibility of such officer, director or employee and could give rise to legal and Company-imposed sanctions. What is Material Information? As a general rule, information is material if a reasonable investor would consider that information important when deciding to buy, hold, or sell the Company’s securities, or if the information is likely to have a

 
3 significant impact, positive or negative, on the market price of the Company’s securities. Any information that could be expected to affect Comstock’s stock price, whether it is positive or negative, should be considered material. Some examples of such information include, but are not limited to: • Earnings, projections of future earnings or losses, or other earnings guidance; • Changes to previously announced earnings guidance, or the decision to suspend earnings guidance; • A pending or proposed merger, acquisition, or tender offer; • A pending or proposed acquisition or disposition of a significant asset; • A pending or proposed joint venture; • A Company restructuring; • Significant related party transactions; • A change in dividend policy, the declaration of a stock split, or an offering of additional securities; • Bank borrowings or other financing transactions out of the ordinary course; • The establishment of a share repurchase program; • A change in senior executive-level management; • A change in auditors or notification that the auditor’s reports may no longer be relied upon; • Development of a significant new product, process, or service; • Pending or threatened material litigation, or the resolution of such litigation; • Governmental investigations; • Impending bankruptcy or the existence of severe liquidity problems; • The imposition of a ban on trading in Comstock Securities or the securities of companies with which Comstock has a relationship; • Cybersecurity risks or incidents, including vulnerability and breaches; The above list is only illustrative; many other types of information may be considered “material” depending on the circumstances. There is no bright-line standard for assessing materiality; rather, materiality is based on a comprehensive assessment of all the facts and circumstances at hand. Materiality is often evaluated by enforcement authorities with the benefit of hindsight, therefore when doubt exists the information should be presumed to be material. What is “Non-Public” Information? Information is “non-public” if it is not available to the general public. The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. To be “public” the information must have been disclosed to the public and widely disseminated in a manner designed to reach investors generally, and the investors must be given the opportunity to absorb the information. For example, filings with the SEC and press releases are generally regarded as public information. Even after public disclosure of information about the Company, you must wait until the open of business on the second trading day after the information was publicly disclosed before you can treat the information as public. Thus, if a public announcement is made after market-close on a Thursday, Monday generally would be the first day on which an individual covered under the Policy could trade. What are the consequences of violation of this Policy? The purchase or sale of securities while aware of material non-public information, or the disclosure of material non-public information to others who then trade in Comstock Securities, is prohibited by the federal and state laws. Insider trading violations are pursued vigorously by the SEC, U.S. Attorneys, and state enforcement authorities as well as the laws of foreign jurisdictions. Punishment for insider trading violations

 
4 is severe and could include significant fines and imprisonment. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, the federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel. In addition, an individual’s failure to comply with this Policy may subject the individual to Company- imposed sanctions, including dismissal for cause, whether or not the employee’s failure to comply results in a violation of law. IF YOU ARE UNSURE WHETHER INFORMATION IS MATERIAL OR NON-PUBLIC, PLEASE CONSULT WITH THE COMPLIANCE OFFICER OR DO NOT TRADE. III. STATEMENT OF POLICY Individuals Subject to this Policy This Policy applies to all officers of Comstock and its subsidiaries, all members of Comstock’s Board of Directors and all employees of Comstock and its subsidiaries. The Company may also determine that other individuals should be subject to this Policy, such as contractors or consultants who have access to material non-public information. This Policy also applies to family members who reside with you (including a spouse, child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in your household, and any family members or business entities (including any corporations, partnerships, or trusts) whose transactions in Comstock Securities are directed by you or are subject to your influence or control (defined above and collectively referred to throughout this Policy as “Related Parties”). You are responsible for the transactions of these other individuals/entities and therefore should make them aware of the need to confer with you before they trade in Comstock Securities, and you should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account. This Policy does not, however, apply to personal securities transactions of Related Parties where the purchase or sale decision is made by a third party not controlled by, influenced by, or related to you or your Related Parties. Transactions Subject to this Policy This Policy applies to all transactions in Comstock securities (collectively referred to in this Policy as “Comstock Securities”), including the purchase, sale, gift, or transfer of shares of Comstock’s common stock, except those specifically listed below. The securities laws do not recognize mitigating circumstances as a justifiable reason to subvert this Policy, and, in any event, even the appearance of an improper transaction must be avoided to preserve Comstock’s reputation for adhering to the highest standards of conduct. This Policy continues to apply to transactions in Comstock Securities even after termination of service to the Company. If an individual is in possession of material non-public information when his or her service terminates, that individual may not trade in Comstock Securities until that information has become public or is no longer material. This Policy does not apply in the case of the following transactions: • Vesting of Restricted Stock Unit Awards. This Policy does not apply to the vesting of restricted stock units for which an election is made to have Comstock withhold shares of stock to satisfy tax withholding requirements.

 
5 • “Buy and Hold” Stock Option Exercises. This Policy does not apply to the exercise of vested stock options where the individual executing the transaction is purchasing the stock options and reimbursing the Company for the requisite tax liability with their own funds (i.e. in which no shares are being sold on the open market to cover the costs of the transaction. • Transactions In Mutual Funds. This Policy does not apply to transactions in mutual funds that are invested in Comstock Securities. • Rule 10b5-1 Plans. Rule 10b5-1 under the Exchange Act provides an affirmative defense from insider trading liability under Rule 10b-5. In order to be eligible to rely on this affirmative defense, an individual subject to this Policy must enter into a Rule 10b5-1 plan for transactions in Comstock Securities that meets certain conditions specified in the Rule (a “Rule 10b5-1 Plan”). If the plan meets the requirements of Rule 10b5-1, Comstock Securities may be purchased or sold without regard to certain insider trading restrictions. To comply with this Policy, a Rule 10b5-1 Plan must be approved by the CCO prior to adoption or modification, cannot be adopted or modified during a blackout period and must be entered into or modified in an open trading window at a time when the individual entering into the plan is not aware of material non-public information. Once the plan is adopted, the individual must not exercise any influence over the number of securities to be traded, the price at which they are to be traded, or the date of the trade. The plan must either specify the amount, pricing, and timing of transactions in advance or delegate discretion on these matters to an independent third party. All Rule 10b5-1 Plans entered into, or any modifications thereto, by executive officers or directors must include a mandatory “cooling off” period that stipulates no plan activity until the later of 1) 90 days following the adoption or modification of the plan or 2) two business days following the disclosure of financial results in a Form 10-Q or Form 10-K for the fiscal quarter in which the plan was adopted or modified, not to exceed 120 days following adoption or modification of the plan. For any individual other than an executive officer or director, a Rule 10b5-1 Plan must include a mandatory cooling-off period of at least 30 days after the adoption or modification of the plan. No further pre-approval of transactions conducted pursuant to the Rule 10b5-1 Plan will be required. Special and Prohibited Transactions The prohibitions and restrictions described on Appendix A attached to this Policy apply only to officers of Comstock and its subsidiaries and members of Comstock’s Board of Directors. Statement of Policy If you are aware of material non-public information relating to Comstock, you may not, directly, or indirectly through Related Parties: 1. Engage in transactions in Comstock Securities, except as otherwise specified above in this Policy; 2. Recommend the purchase or sale of any Comstock Securities; 3. Convey (or “tip”) material, non-public information to any other individuals within the Company whose jobs do not require them to have that information, or to individuals outside the Company, by providing them with material, non-public information regarding Comstock; or 4. Assist anyone engaged in the above activities. In addition, it is Comstock’s policy that no director, officer, employee or Related Parties of Comstock who learns of material non-public information about a company with which Comstock does business, including a customer or supplier of Comstock, may trade in that company’s securities until the information becomes public or is no longer material.

 
6 It is also the policy of Comstock that Comstock itself will not engage in transactions in Comstock securities while aware of material non-public information relating to Comstock or its securities. IV. ADDITIONAL PROCEDURES Comstock has established additional procedures in order to assist Comstock in the administration of this Policy, to facilitate compliance with laws prohibiting insider trading while in possession of material non- public information, and to avoid the appearance of any impropriety. These additional procedures are applicable for all parties to whom this Policy applies. Quarterly Trading Restrictions The individuals designated by the CCO as being subject to this may not conduct any transactions involving Comstock’s Securities (other than as specified by this Policy), during a “Blackout Period”, which is defined as the period beginning fifteen (15) days prior to the end of the second, third, and fourth fiscal quarters and ending at the beginning of the second trading day following the date of the public release of Comstock’s earnings results for that quarter. For the first fiscal quarter only, to account for the impact of the extended timeline for the year-end reporting cycle that is ongoing at that time, the “Blackout Period” begins five (5) days prior to the end of the quarter. This means that individuals may only conduct transactions in Comstock Securities from the beginning of the second business (trading) day following the public release of Comstock’s quarterly earnings at market open (9:30am ET) up through market close (4pm ET) on the aforementioned respective start date of the next Blackout Period. If the Blackout Period start date is not a trading day, the Blackout Period begins at the end of the last trading day that immediately precedes it. Under certain very limited circumstances, an individual subject to this restriction may be permitted to trade during a Blackout Period, but only if the CCO concludes that the individual does not, in fact, possess material non-public information. Individuals wishing to trade during a Blackout Period must contact the CCO for approval at least two business days in advance of any proposed transaction(s) involving Comstock Securities, and if approved, the length of the pre-clearance window will be at the sole discretion of the CCO and may be shorter than the standard pre-clearance time frame during an open trading window. Pre-Clearance Procedures The individuals designated by the CCO as being subject to this Policy may not engage in any transaction in Comstock Securities without first obtaining explicit pre-clearance to execute the transaction(s). Requests for pre-clearance must be submitted at least 48 hours in advance of the intended transaction(s). The CCO is under no obligation to approve a transaction submitted for pre-clearance and may determine to deny pre- clearance. If an individual seeks pre-clearance and permission to engage in the transaction is denied, they should refrain from initiating any transaction in Comstock Securities and should not share the reason for the restriction with anyone. When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be aware of any material non-public information about Comstock and include in their request a statement positively confirming that they, in fact, are not in possession of material non-public information. If applicable, the requestor should also indicate whether he or she has executed any non-exempt “opposite- way” transactions within the past six months. Upon receiving notification that pre-clearance to transact has been approved, the requestor will have the next consecutive 26 trading hours (the equivalent of four trading days) to execute their planned transaction(s). If the requestor becomes aware of material non-public information at any point during their pre-clearance window, that individual should report that to the CCO and refrain from executing any transactions. If the individual requesting pre-clearance fails to execute the planned transaction(s) within the prescribed pre- clearance window and still wishes to transact, a new request for pre-clearance must be submitted.

 
7 Event-Specific Trading Restriction Periods From time to time, an event may occur that is material to Comstock and is known by only a few officers, directors, and/or employees. As long as the event remains material and non-public, those aware of the event may not trade Comstock Securities. In addition, Comstock’s financial results may be sufficiently material in a particular fiscal quarter that, in the judgment of the CCO, individuals subject to this Policy should refrain from trading in Comstock Securities until otherwise communicated. In that situation, the CCO may notify these individuals that they should refrain from trading Comstock’s Securities and is of no obligation to disclose the reason for the restriction. The existence of an event-specific trading restriction period or extension of a Blackout Period should not be communicated to any other individuals. Exceptions will not be granted during an event-specific trading restriction period. Exceptions The quarterly trading restrictions and event-driven trading restrictions do not apply to those transactions to which this Policy does not apply, as described above. V. ADMINISTRATION OF THIS POLICY The Company’s Compliance Officer (“CCO”) or any replacement designated by the Chief Executive Officer, shall manage administer this Policy. All determinations and interpretations by the CCO shall be made in conjunction with Comstock’s legal department and external legal counsel as necessary, and once made, shall be final and not subject to further review. VI. ACKNOWLEDGEMENT Please sign, date, and return the attached Certification acknowledging that you have read and understand Comstock’s Securities and Insider Trading Policy and you agree to fully comply with it. PLEASE NOTE THAT YOU ARE BOUND BY THIS POLICY REGARDLESS OF YOUR ACKNOWLEDGMENT STATUS

 
8 CERTIFICATION I hereby certify that I: • have read and understand the Comstock’s Securities and Insider Trading Policy, a copy of which was distributed with this Certificate; • have complied with the foregoing policy and procedures for the entirety of the time that I have been subject to the Policy; and • will continue to comply with the policy and procedures set forth in the Policy for so long as I am subject to the Policy. Signature: Name: (Please print) Title: Date:

 
COMSTOCK HOLDING COMPANIES, INC. REQUEST FOR PRE-CLEARANCE To: Compliance Officer From: Print Name I hereby request pre-clearance for myself (or a member of my immediate family or household or entity that I control) to execute the following transaction relating to the securities of Comstock Holding Companies, Inc. Type of transaction (circle one): PURCHASE SALE STOCK OPTION EXERCISE: SELL-TO-COVER STOCK OPTION EXERCISE: SELL ALL TRANSFER/GIFT Number of Shares: Other Information: Is this transaction on behalf of a Related Party? YES / NO (circle one) If YES, name/relationship of the Related Party __________________ By signing below, I hereby certify that I am not in possession of material non-public information. Signature: ________ Date: _____________

 
Appendix A Special and Prohibited Transactions Comstock has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if its officers and members of the Board of Directors engage in certain types of transactions. It therefore is Comstock’s policy that its officers and members of the Board of Directors may not engage in any of the following transactions: Short-Term Trading Short-term trading of Comstock Securities may be distracting and may unduly place a focus on Comstock’s short-term stock market performance instead of Comstock’s long-term business objectives. For these reasons, any director or officer of Comstock who purchases Comstock Securities in the open market may not sell any Comstock Securities of the same class at any point during the six months following the purchase (or vice versa). Short Sales Short sales of Comstock Securities (i.e., the sale of a security that the seller does not own) may evidence an expectation on the part of the seller that the securities will decline in value, and therefore have the potential to signal to the market that the seller lacks confidence in Comstock’s prospects. In addition, short sales may reduce a seller’s incentive to seek to improve Comstock’s performance. For these reasons, short sales of Comstock Securities are prohibited. In addition, Section 16(c) of the Exchange Act prohibits officers and directors from engaging in short sales. (Short sales arising from certain types of hedging transactions are governed by the paragraph below captioned “Hedging Transactions.”) Publicly Traded Options Given the relatively short term of publicly traded options, transactions in options may create the appearance that a director or officer is trading based on material non-public information and focus a director’s or officer’s attention on short-term performance at the expense of Comstock’s long-term objectives. Accordingly, directors and officers are prohibited from engaging in transactions in put options, call options or other derivative securities, on an exchange or in any other organized market. (Option positions arising from certain types of hedging transactions are governed by the next paragraph below.) Hedging Transactions Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. Such hedging transactions may permit a director or officer to continue to own Comstock Securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director or officer may no longer have the same objectives as Comstock’s other shareholders. Therefore, directors and officers are prohibited from engaging in any such transactions. Margin Accounts and Pledged Securities Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material non- public information or otherwise is not permitted to trade in Comstock Securities, directors and officers

 
should take special precautions when placing Comstock Securities in a margin account or otherwise pledging Comstock Securities as collateral for a loan. In general, in effecting these transactions, directors or officers should avoid placing undue reliance on the value of Comstock Securities. Any individual who wishes to pledge Comstock Securities as collateral for a loan must submit a request for approval to the Compliance Officer at least two weeks prior to the proposed execution of documents evidencing the proposed pledge. The existence of the foregoing approval procedures for the pledging of Comstock Securities as collateral for a loan does not in any way obligate the Compliance Officer to approve any such request. The Compliance Officer may approve, reject, or limit any such request in his or her reasonable discretion. (Pledges of Comstock Securities arising from certain types of hedging transactions are governed by the paragraph above captioned “Hedging Transactions.”) Standing Orders Standing orders (except under approved Rule 10b5-1 plans) create heightened risks for insider trading violations similar to the use of margin accounts. There is no control over the timing of purchases or sales that result from standing instructions to a broker, and as a result the broker could execute a transaction when a director or officer is in possession of material non-public information. Comstock therefore prohibits directors and officers from placing standing orders on Comstock Securities outside of approved 10b5-1 plans.

 

Exhibit 21.1


List of Subsidiaries

NameState of Incorporation or Organization
1CHCI Asset Management, LCVirginia
2CHCI Residential Management, LCVirginia
3CHCI Commercial Management, LCVirginia
4ParkX Management, LC d/b/a ParkXVirginia
5CHCI Capital Management, LCVirginia
6CHCI Real Estate Services, L.C.Virginia
7Comstock Homes of Washington, L.C. Virginia
8Comstock Investors X, L.C.Virginia
9Superior Title Services, L.C.Virginia
10Comstock 41 Maryland, LLCDelaware

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have issued our report dated March 21, 2025, with respect to the consolidated financial statements included in the Annual Report of Comstock Holding Companies, Inc. on Form 10-K for the year ended December 31, 2024. We consent to the incorporation by reference of said report in the Registration Statements of Comstock Holding Companies, Inc. on Forms S-8 (File No.’s 333-123709, 333-182838, and 333-230780).


/s/ GRANT THORNTON LLP
Arlington, Virginia
March 21, 2025

Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a),
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Christopher Clemente, certify that:
1.I have reviewed this Annual Report on Form 10-K of Comstock Holding Companies, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 21, 2025/s/ CHRISTOPHER CLEMENTE
Christopher Clemente
Chairman and Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a),
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Christopher Guthrie, certify that:
1.I have reviewed this Annual Report on Form 10-K of Comstock Holding Companies, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 21, 2025/s/ CHRISTOPHER GUTHRIE
Christopher Guthrie
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

Exhibit 32.1
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of Comstock Holding Companies, Inc. (the “Company”) for the period ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of Christopher Clemente, Chairman and Chief Executive Officer of the Company, and Christopher Guthrie, Executive Vice President and Chief Financial Officer of the Company, certifies, to his best knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 21, 2025/s/ CHRISTOPHER CLEMENTE
Christopher Clemente
Chairman and Chief Executive Officer
Date: March 21, 2025/s/ CHRISTOPHER GUTHRIE
Christopher Guthrie
Executive Vice President and Chief Financial Officer

The foregoing certifications are not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.