Longtime Comstock (NASDAQ: CHCI) director Robert Pincus to retire at June 2026 meeting

Rhea-AI Filing Summary

Comstock Holding Companies, Inc. announced that longtime board member Robert P. Pincus will retire from its Board of Directors when his current term ends at the next Annual Meeting of Stockholders, scheduled for June 17, 2026. He will continue serving on the Board, Audit Committee, and Nominating and Corporate Governance Committee until that time. The company states that his decision not to stand for re-election is not due to any disagreement with the company.

The Board has approved a reduction in its size from six to five directors effective at the end of Mr. Pincus’ term and plans to appoint a new Audit Committee member by the Annual Meeting. A press release highlighting Mr. Pincus’ two decades of service and his extensive banking and leadership background is included as an exhibit.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2026

Comstock Holding Companies, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware			1-32375			20-1164345
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1900 Reston Metro Plaza, 10TH Floor

Reston, Virginia 20190

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (703) 230-1985

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01

CHCI

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

(b) On March 11, 2026, Mr. Robert Pincus notified the Board of Directors (the “Board”) of Comstock Holding Companies, Inc. (the “Company”) that he will not stand for re-election at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and will retire from the Board. Mr. Pincus will continue to serve as a member of the Board, as well as the Audit Committee and the Nominating and Corporate Governance Committee, until the expiration of his term at the Annual Meeting (the “Effective Time”). Mr. Pincus’ decision not to stand for re-election was not due to any disagreement with the Company. Also on March 11, 2026, the Board determined to reduce the size of the Board from six to five directors, effective as of the Effective Time. The Board will appoint a new member to the Audit Committee on or before the Annual Meeting, with the appointment to be effective as of the Effective Time.

On March 13, 2026, the Company issued a press release to announce Mr. Pincus’ retirement from the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description
99.1						Comstock Holding Companies, Inc. press release, dated March 13, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                    

									COMSTOCK HOLDING COMPANIES, INC.
Date: March 13, 2026			By:						/s/ CHRISTOPHER CLEMENTE
									Christopher Clemente Chairman and Chief Executive Officer

Comstock Announces Retirement of Longtime Board Member Robert P. Pincus RESTON, Va. — March 13, 2026 — Comstock Holding Companies, Inc. (Nasdaq: CHCI) (“Comstock” or the “Company”), a leading asset manager, developer, and operator of mixed-use and transit-oriented properties in the Washington, D.C. region, today announced that longtime board member Robert P. Pincus will voluntarily retire from the Company’s Board of Directors (the "Board") effective when his term expires at the Company's next Annual Meeting of Stockholders, which is scheduled for June 17, 2026. Mr. Pincus joined Comstock's Board of Directors in June 2005 and has faithfully served as an independent director for the past two decades. Over the course of his tenure, Mr. Pincus has provided the Company with strategic guidance and financial expertise, drawing on a distinguished career in commercial banking and financial services. “On behalf of Comstock Holding Companies, Inc., I want to extend our deepest gratitude to Robert Pincus for his dedicated service and invaluable contributions over more than two decades. From the Company’s early days as a residential homebuilder to its successful transformation into one of the most active and innovative commercial real estate developers in the Mid-Atlantic region, Bob’s steady guidance, financial acumen, and commitment to strong governance have been instrumental to our success in achieving key milestones and driving long-term value for our shareholders. We wish Bob all the best in his well-deserved retirement and thank him for exemplifying the highest standards of board leadership,” said Christopher Clemente, Comstock’s Chairman and Chief Executive Officer. Mr. Pincus is a longtime banking executive who most recently served as Vice Chairman of EagleBank and Eagle Bancorp, Inc., a community bank headquartered in Bethesda, Maryland, until his retirement in 2016. Prior to joining EagleBank, he served as Chairman of Fidelity & Trust Bank, which was acquired by EagleBank. Mr. Pincus previously also held senior leadership positions with BB&T, Franklin National Bank of Washington, D.C., Sovran Bank, and D.C. National Bancorp. Mr. Pincus has been active in numerous civic and nonprofit organizations throughout the D.C. region, including serving on the Arena Stage Board of Trustees. He has received numerous distinguished honors from the local business community, including being named Entrepreneur of the Year and Washingtonian of the Year, as well as his 2004 induction into the Washington Business Hall of Fame. About Comstock Founded in 1985, Comstock is a leading asset manager, developer, and operator of mixed-use and transit-oriented properties in the Washington, D.C. region. With a managed portfolio comprising approximately 10 million square feet at full build-out and including stabilized and development assets strategically located at key Metro stations, Comstock is at the forefront of the urban transformation taking place in the fastest-growing segments of one of the nation’s best real estate markets. Comstock’s developments include some of the largest and most prominent mixed-use and transit-oriented projects in the mid-Atlantic region, as well as multiple large-scale public-private partnership developments. For more information, please visit Comstock.com. Investor Contact Media Contact investorrelations@comstock.com publicrelations@comstock.com Exhibit 99.1

FAQ

What did Comstock Holding Companies, Inc. (CHCI) disclose in this 8-K?

Comstock disclosed that longtime independent director Robert P. Pincus will retire from the Board at the 2026 Annual Meeting. He will serve until June 17, 2026, and the Board will then be reduced from six to five directors.

Why is Robert P. Pincus retiring from Comstock’s Board of Directors?

Robert P. Pincus is voluntarily retiring and has chosen not to stand for re-election at the 2026 Annual Meeting. The company states his decision is not due to any disagreement with Comstock, indicating a planned and orderly board transition.

How will Robert P. Pincus’s retirement affect Comstock’s Board structure?

When Mr. Pincus’s term ends on June 17, 2026, Comstock’s Board will be reduced from six to five directors. The Board plans to appoint a new member to the Audit Committee by the Annual Meeting, effective at the same time.

What roles did Robert P. Pincus hold at Comstock Holding Companies, Inc.?

Robert P. Pincus has served as an independent director since June 2005, contributing strategic and financial guidance. Up to his retirement, he serves on the Audit Committee and the Nominating and Corporate Governance Committee, supporting oversight and governance.

What experience does Robert P. Pincus bring to Comstock’s Board?

Mr. Pincus is a longtime banking executive, most recently Vice Chairman of EagleBank and Eagle Bancorp, Inc. before retiring in 2016. He previously led Fidelity & Trust Bank and held senior roles at several Washington, D.C.-area financial institutions.

How does Comstock describe its business in this filing?

Comstock describes itself as a leading asset manager, developer, and operator of mixed-use and transit-oriented properties in the Washington, D.C. region. It manages a portfolio of approximately 10 million square feet at full build-out, centered around key Metro stations.

When is Comstock’s next Annual Meeting of Stockholders scheduled?

Comstock’s next Annual Meeting of Stockholders is scheduled for June 17, 2026. Robert P. Pincus will continue serving on the Board and its committees until the meeting, when his term expires and his planned retirement from the Board becomes effective.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 5.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB