Comstock (NASDAQ: CHCI) GC receives 17,652 RSUs and nets new shares

Rhea-AI Filing Summary

Comstock Holding Companies, Inc. insider transaction: General Counsel and Corporate Secretary Robert P. Demchak reported equity compensation activity involving Class A common stock and restricted stock units (RSUs) on 01/15/2026.

He received 17,652 RSUs, each representing a contingent right to one share of CHCI Class A common stock. These time-based RSUs vest and convert into common stock in equal annual installments over four years, on each anniversary of the grant date.

On the same date, 791 RSUs were converted into Class A common shares at an exercise price of $0.00, increasing his direct common stock holdings. To cover tax withholding, 319 shares of Class A common stock were withheld at $11.33 per share. After these transactions, he directly held 1,646 shares of Class A common stock and 2,370 RSUs.

Insights

Equity Compensation Analyst

Routine Form 4 showing RSU grant, vesting, and tax withholding for CHCI’s General Counsel.

The filing details standard equity compensation for Robert P. Demchak, General Counsel & Corporate Secretary of Comstock Holding Companies, Inc. (CHCI). He was granted 17,652 restricted stock units (RSUs) on 01/15/2026, each representing one share of Class A common stock. The RSUs vest evenly over four years, in annual installments on each grant-date anniversary, which spreads the compensation and retention incentive over time.

The same day, 791 RSUs were exercised and converted into Class A common stock at an exercise price of $0.00, a typical feature of RSUs. To satisfy tax obligations, 319 shares of common stock were withheld at a price of $11.33 per share, reducing the net shares he retained. After these steps, he directly owned 1,646 Class A shares and 2,370 RSUs, all reported as directly held.

This combination of grant, vesting, and share withholding is a routine equity compensation event rather than a discretionary open-market trade. The filing records the mechanics and resulting ownership but does not, by itself, signal a change in the company’s strategy or financial condition.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Demchak Robert P

(Last) (First) (Middle)

1900 RESTON METRO PLAZA

10TH FLOOR

(Street)

RESTON VA 20190

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Comstock Holding Companies, Inc. [ CHCI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Gen. Counsel & Corp Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, $0.01 par value	01/15/2026		M		791	A	$0.00	1,965	D
Class A Common Stock, $0.01 par value	01/15/2026		F		319	D	$11.33	1,646	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (RSUs)	(1)	01/15/2026		A		17,652		(2)	(2)	Class A Common Stock, $0.01 par value	17,652	$0.00	17,652	D
Restricted Stock Units (RSUs)	(1)	01/15/2026		M			791	(2)	(2)	Class A Common Stock, $0.01 par value	791	$0.00	2,370	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of CHCI Class A common stock

2. Time-based restricted stock units that vest and convert into common stock evenly over a four-year period in annual installments that occur on each subsequent anniversary of the grant date

Remarks:

	/s/ Robert P. Demchak	01/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did CHCI General Counsel Robert P. Demchak report?

He reported equity compensation activity on 01/15/2026, including a new grant of 17,652 restricted stock units (RSUs), vesting of previously granted RSUs into common stock, and share withholding to cover taxes.

How many restricted stock units were granted to the CHCI officer in this Form 4?

Robert P. Demchak received 17,652 RSUs, each representing a contingent right to receive one share of Comstock Holding Companies, Inc. Class A common stock.

How do the CHCI RSUs reported in this filing vest?

The time-based RSUs vest and convert into common stock evenly over a four-year period, in annual installments that occur on each subsequent anniversary of the grant date.

What RSU-to-stock conversion was reported for CHCI on January 15, 2026?

On 01/15/2026, 791 RSUs were converted into CHCI Class A common stock at an exercise price of $0.00 per share, increasing the officer’s direct stock holdings.

Why were 319 CHCI shares reported as disposed of in this Form 4?

319 shares of CHCI Class A common stock were withheld at $11.33 per share in a transaction coded “F,” which reflects shares withheld by the issuer to satisfy tax withholding obligations related to the RSU vesting.

What are Robert P. Demchak’s CHCI holdings after the reported transactions?

Following the transactions, he directly held 1,646 shares of CHCI Class A common stock and 2,370 RSUs, as reported in the Form 4.

Is the CHCI insider transaction a routine compensation event or an open-market trade?

The reported activity consists of RSU grants, vesting, and tax-withholding share disposals, which are typical components of equity compensation programs rather than discretionary open-market buying or selling.