Comstock (NASDAQ: CHCI) takes 9% stake in 417-unit Rockville complex

Rhea-AI Filing Summary

Comstock Holding Companies, Inc. entered a new real estate joint venture and invested approximately $4.5 million in the acquisition of a 417-unit apartment building at 15955 Frederick Road in Rockville, Maryland. Through the structure, the company holds a 9% indirect interest in the property, alongside a Benefit Street Partners–advised institutional fund and an affiliate of its Chairman and CEO.

Comstock formed CHCI 15955 Frederick JV, LLC with Comstock Partners, LC, owning 90% of that entity while the affiliate owns 10%. Comstock will also provide asset management, property management, and janitorial services through its subsidiaries, earning recurring fees. At closing, it received a $0.5 million acquisition fee and is entitled to additional incentive fees tied to investment performance.

Insights

Real estate and corporate governance analyst

Comstock commits $4.5M to a related-party Rockville apartment JV while adding fee-based service revenue.

Comstock is expanding its multifamily footprint by investing $4.5 million into a 417-unit Rockville, Maryland property through a layered joint venture. The structure gives the company a 9% indirect equity stake while a Benefit Street Partners–advised fund holds the majority interest.

The deal is organized through CHCI 15955 Frederick JV, LLC, which Comstock owns 90%, with the remaining 10% held by Comstock Partners, LC, an affiliate controlled by the Chairman and CEO. That related-party angle makes the planned operating agreements, to be filed with the next Form 10-Q for the period ended March 31, 2026, important for understanding rights and economics.

Beyond equity ownership, Comstock earns a $0.5 million acquisition fee at closing and will provide asset management, property management, and janitorial services through wholly owned subsidiaries, plus potential incentive fees linked to performance. Subsequent quarterly disclosures may clarify fee levels, returns from the 9% stake, and any impact on segment results.

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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 17, 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 1.01 Entry into a Material Definitive Agreement.

On March 17, 2026, Comstock Holding Companies, Inc. (the “Company”) made an initial investment of approximately $4.5 million contemporaneously with the acquisition of a 417-unit apartment building located at 15955 Frederick Road in Rockville, Maryland (the “Property”), pursuant to a purchase and sale agreement dated September 16, 2025, as amended (the "Acquisition").

Comstock Reed JV Holding Company (defined below) entered into a joint venture with a Benefit Street Partners-advised institutional fund to form a single-purpose entity that is wholly owned by 15955 Frederick JV, LLC ("The Reed Holding Company") that completed the Acquisition.

As part of the Acquisition, the Company also created a joint venture with Comstock Partners, LC ("CP"), a privately held affiliate entity that is controlled by Christopher Clemente, the Chairman and Chief Executive Officer of the Company, by forming CHCI 15955 Frederick JV, LLC (the "Comstock Reed JV Holding Company"). The Company and CP own ninety percent (90%) and ten percent (10%) of the direct interests in Comstock Reed JV Holding Company, respectively. As a result, the Company owns a nine percent (9%) indirect interest in the Property and the Benefit Street-advised institutional fund and CP own ninety (90%) and one percent (1%), respectively. CP 15955 Frederick NMM, LLC, a privately held affiliate that is controlled by Mr. Clemente, is the non-member manager of The Reed Holding Company.

The Company will provide asset management, property management, and janitorial services to the Property pursuant to separate agreements through its wholly owned operating subsidiaries CHCI Asset Management, LC, CHCI Residential Management, LC and ParkX Management, LC. At closing, the Company received an acquisition fee of $0.5 million for completing the acquisition of the Property on behalf of The Reed Holding Company and is also entitled to incentive fees related to the performance of the investment.

The foregoing description of the material terms of the operating agreements for The Reed Holding Company and Comstock Reed JV Holding Company is qualified in its entirety by reference to the full text of the agreements, which the Company intends to file as exhibits to the Company’s quarterly report on Form 10-Q for the period ended March 31, 2026.

On March 23, 2026, the Company issued a press release announcing the acquisition of the Property, a copy of which 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 23, 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 23, 2026			By:						/s/ CHRISTOPHER CLEMENTE
									Christopher Clemente Chairman and Chief Executive Officer

FAQ

What transaction did Comstock Holding Companies (CHCI) announce in this 8-K?

Comstock announced a joint venture investment in a 417-unit apartment property in Rockville, Maryland. It contributed approximately $4.5 million and structured the deal through CHCI 15955 Frederick JV, LLC, resulting in a 9% indirect ownership interest in the acquired property.

How much did Comstock (CHCI) invest and what ownership stake does it hold in the Rockville property?

Comstock made an initial investment of approximately $4.5 million, resulting in a 9% indirect interest in a 417-unit apartment building at 15955 Frederick Road, Rockville, Maryland. A Benefit Street Partners–advised institutional fund holds a 90% interest and an affiliate holds the remaining 1% interest.

What fees and services will Comstock (CHCI) receive from the Rockville apartment acquisition?

At closing, Comstock received a $0.5 million acquisition fee for completing the purchase on behalf of The Reed Holding Company. Its subsidiaries will also provide asset management, property management, and janitorial services, and Comstock is entitled to incentive fees tied to the investment’s performance over time.

How is the joint venture involving Comstock (CHCI) and its affiliate structured?

Comstock formed CHCI 15955 Frederick JV, LLC with Comstock Partners, LC, a privately held affiliate controlled by its Chairman and CEO. Comstock owns 90% and the affiliate owns 10% of this entity, which in turn participates in the ownership structure of the Rockville apartment property.

Is there a related-party aspect to Comstock’s (CHCI) Rockville apartment joint venture?

Yes. Comstock Partners, LC and CP 15955 Frederick NMM, LLC, both privately held affiliates controlled by Chairman and CEO Christopher Clemente, participate in the structure. One affiliate holds a 10% interest in Comstock Reed JV Holding Company, and another serves as non-member manager of The Reed Holding Company.

Will Comstock (CHCI) provide more detail on the operating agreements for the Rockville joint venture?

The company stated that the full text of the operating agreements for The Reed Holding Company and Comstock Reed JV Holding Company will be filed as exhibits to its quarterly report on Form 10-Q for the period ended March 31, 2026, offering further detail on terms and governance.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 7.1 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