Comstock Holding Companies (CHCI) COO details RSU vesting and tax share withholding

Rhea-AI Filing Summary

Comstock Holding Companies, Inc. Chief Operating Officer Timothy Steffan reported multiple stock transactions involving Class A common stock and restricted stock units (RSUs). On January 10 and 11, 2026, RSUs vested and converted into shares of Class A common stock at an exercise price of $0.00, and a portion of the newly issued shares was withheld at $12.11 per share to cover tax obligations, as indicated by transaction code F.

Following these transactions, Steffan directly owned 99,837 shares of Class A common stock. The footnotes explain that each RSU represents the right to receive one share of CHCI Class A common stock and that the RSUs vest over multi‑year schedules, including a seven‑year time-based schedule with specific annual vesting percentages and a separate four‑year schedule with equal annual installments.

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

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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^*

Steffan Timothy

(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)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2026

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	01/10/2026		M		11,161	A	$0.00	102,671	D
Class A Common Stock, $0.01 par value	01/10/2026		F		5,402	D	$12.11	97,269	D
Class A Common Stock, $0.01 par value	01/11/2026		M		1,254	A	$0.00	98,523	D
Class A Common Stock, $0.01 par value	01/11/2026		F		557	D	$12.11	97,966	D
Class A Common Stock, $0.01 par value	01/11/2026		M		1,397	A	$0.00	99,363	D
Class A Common Stock, $0.01 par value	01/11/2026		F		677	D	$12.11	98,686	D
Class A Common Stock, $0.01 par value	01/11/2026		M		2,232	A	$0.00	100,918	D
Class A Common Stock, $0.01 par value	01/11/2026		F		1,081	D	$12.11	99,837	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)	01/10/2026		M			11,161	(2)	(2)	Class A Common Stock, $0.01 par value	11,161	$0.00	5,580	D
Restricted Stock Units (RSUs)	(1)	01/11/2026		M			1,254	(3)	(3)	Class A Common Stock, $0.01 par value	1,254	$0.00	0.00	D
Restricted Stock Units (RSUs)	(1)	01/11/2026		M			1,397	(3)	(3)	Class A Common Stock, $0.01 par value	1,397	$0.00	1,397	D
Restricted Stock Units (RSUs)	(1)	01/11/2026		M			2,232	(3)	(3)	Class A Common Stock, $0.01 par value	2,232	$0.00	4,462	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 vest and convert into common stock over a seven-year period according to the following schedule: 6.25% on January 10, 2021, 12.5% on January 10, 2022, 18.75% on January 10, 2023, 25% on January 10, 2024, 18.75% on January 10, 2025, 12.5% on January 10, 2026, and 6.25% on January 10, 2027

3. 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/ Timothy J. Steffan	01/12/2026
	** 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.
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FAQ

What insider activity did CHCI’s COO report on this Form 4?

The Form 4 shows that Chief Operating Officer Timothy Steffan had restricted stock units vest and convert into Class A common stock, with some shares withheld to cover taxes.

How many CHCI shares did Timothy Steffan hold after these transactions?

After the reported transactions, Timothy Steffan directly owned 99,837 shares of Comstock Holding Companies, Inc. Class A common stock.

What prices were involved in the CHCI Form 4 transactions?

The RSUs converted into common stock at an exercise price of $0.00 per share, and shares withheld for tax purposes were valued at $12.11 per share.

What do the RSUs reported by CHCI’s COO represent?

Each restricted stock unit reported represents a contingent right to receive one share of CHCI Class A common stock, according to the footnotes.

How do the CHCI RSUs reported by the COO vest over time?

Some RSUs vest over a seven-year schedule with specific percentages each year from January 10, 2021 through January 10, 2027, while others vest in four equal annual installments on each anniversary of the grant date.

Were the CHCI insider transactions direct or indirect holdings?

The transactions reported for both RSUs and Class A common stock are indicated as direct (D) ownership.