[8-K] Comstock Holding Companies, Inc. Reports Material Event

Rhea-AI Filing Summary

Comstock Holding Companies, Inc. disclosed a Purchase Agreement for the sale of a property for $112,250,000, subject to customary adjustments and conditions. The Buyer paid an initial $1,000,000 deposit and has a 45-day due diligence period to terminate and reclaim that deposit. If the Buyer proceeds after due diligence it must place an additional $1,000,000 into escrow; the Buyer also has a one-time right to extend the scheduled December 1, 2025 closing by up to 30 days by depositing $1,000,000 as an extension deposit. The additional and extension deposits may be forfeited as provided in the Purchase Agreement. The agreement contains customary representations, warranties, covenants and seller indemnities. The Company intends to pursue an institutional joint venture partner at or before closing that would leave the Company with a minority equity stake. The full Purchase Agreement will be filed as an exhibit to the Company’s Quarterly Report for the period ended September 30, 2025, but the filing reference in this notice is not complete.

Positive

• Definitive sale price: Transaction sets a clear purchase price of $112,250,000.
• Structured escrow protects seller: Initial and additional deposits plus forfeiture provisions reduce buyer default risk.
• JV option preserves upside: Company plans to seek an institutional joint venture partner to retain a minority equity interest.

Negative

• Execution risk: Buyer has a 45-day due diligence period during which it can terminate and recover the initial $1,000,000 deposit.
• Material terms not yet filed: The full Purchase Agreement exhibit is referenced but not attached here, limiting visibility into adjustments and contingencies.
• Forfeitable deposits: Additional and extension deposits are subject to forfeiture, which could lead to disputes or reduced net proceeds if invoked.

Insights

M&A Specialist

TL;DR: Material asset sale with significant escrow deposits and a potential JV preserves capital but creates execution risk.

The disclosed Purchase Agreement sets a definitive purchase price of $112.25 million, with structured escrow deposits that provide both buyer commitment and seller downside protection through potential forfeiture. The 45-day due diligence window and refundable initial deposit give the buyer standard exit flexibility; subsequent nonrefundable deposits and an extension fee increase buyer economic commitment, reducing termination likelihood post-due-diligence. The Company’s plan to seek an institutional JV partner prior to closing indicates intent to monetize while retaining minority upside, but final economics, capital structure, and timing depend on the yet-to-be-filed Purchase Agreement exhibit and any JV terms.

Real Estate Financial Analyst

TL;DR: The transaction is large and transformative; escrow structure shifts some execution risk to the buyer but seller retains indemnities.

The price and escrow mechanics signal a significant disposition that would materially affect Comstock’s asset base if completed. The escrow deposits and forfeiture provisions protect the seller against buyer default, while the 30-day extension option for a further deposit balances scheduling flexibility with economic deterrents to delay. Absence of the filed Purchase Agreement in this notice limits analysis of closing adjustments, proration mechanics, and any contingent liabilities that could affect net proceeds or timing.

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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): September 16, 2025

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 1.01 Entry into a Material Definitive Agreement

On September 16, 2025, a wholly-owned subsidiary (the “Buyer”) of Comstock Holding Companies, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with a seller (the “Seller”) relating to the purchase of a 400+ unit apartment building located in Rockville, Maryland (the "Property").

In accordance with the Purchase Agreement, Buyer has a 45-day due diligence period from the effective date of the Purchase Agreement, during which time it may terminate the Purchase Agreement and receive a return of its initial $1,000,000 deposit. Should the Buyer move forward with the purchase of the Property subsequent to the expiration of the due diligence period, it shall be required to place in escrow an additional $1,000,000 deposit. In accordance with the Purchase Agreement, settlement is scheduled to take place on December 1, 2025; however, the Buyer has a one-time right to extend the closing date for any reason for up to 30 days provided that it places an extension deposit of $1,000,000 in escrow. The additional deposit and any extension deposit are subject to forfeiture as provided in the Purchase Agreement.

Pursuant to the Purchase Agreement, following the expiration of a due diligence period and subject to fulfillment or waiver of all conditions precedent to the Buyer’s obligation to complete the purchase, the Buyer shall purchase the Property for $112,250,000, subject to certain adjustments.

The Purchase Agreement contains customary representations, warranties and covenants. The Purchase Agreement also contains customary indemnification provisions by the Seller in favor of the Buyer.

The Company plans to explore securing an institutional partner with whom it would enter into a joint venture at or prior to closing that would result in the Company owning a minority equity interest in the Property.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025 and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description
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: September 22, 2025			By:						/s/ CHRISTOPHER CLEMENTE
									Christopher Clemente Chairman and Chief Executive Officer

FAQ

What is the sale price for the property in the CHCI 8-K?

The Purchase Agreement sets the purchase price at $112,250,000, subject to certain adjustments.

How much is the initial deposit and is it refundable?

The initial deposit is $1,000,000. It is refundable only if the Buyer terminates during the 45-day due diligence period.

When is the scheduled closing date for the CHCI property sale?

Settlement is scheduled for December 1, 2025, with a one-time Buyer extension right of up to 30 days upon a $1,000,000 extension deposit.

Will Comstock retain any interest in the property after closing?

The Company plans to explore a joint venture with an institutional partner that would result in Comstock owning a minority equity interest at or prior to closing.

Are the full transaction documents available in this filing?

No. The summary states the full Purchase Agreement will be filed as an exhibit to the Quarterly Report for the period ended September 30, 2025, but the exhibit text is not provided here.