Comstock (CHCI) General Counsel adds stock through RSU vesting and tax withholding

Rhea-AI Filing Summary

Comstock Holding Companies, Inc. reported equity compensation activity by its General Counsel and Corporate Secretary, Robert P. Demchak. On July 9, 2026, Demchak exercised or converted 1,969 Restricted Stock Units (RSUs) into Class A common stock at a stated price of $0.00 per share. In connection with this vesting, 794 shares of Class A common stock were disposed of to cover tax obligations, and Demchak held 2,821 shares of Class A common stock directly following the tax-withholding transaction. Footnotes state that each RSU represents a contingent right to receive one share of Class A common stock and that these are time-based RSUs vesting in equal annual installments over four years on each grant-date anniversary.

Insights

Equity compensation analyst

RSU vesting with tax withholding; no open-market buying or selling.

General Counsel Robert P. Demchak had 1,969 Restricted Stock Units vest and convert into Class A common stock on July 9, 2026. The stated exercise or conversion price was $0.00 per share, consistent with RSUs granted as compensation rather than purchased in the market.

To satisfy tax obligations on this vesting, 794 shares were disposed of through a tax-withholding mechanism, a non-market transaction coded as "F". After these events, Demchak directly owned 2,821 shares of Class A common stock, indicating he retained a portion of the vested shares.

Footnotes describe these as time-based RSUs that vest in equal annual installments over a four-year period on each anniversary of the grant date, so similar vesting and tax-withholding events may occur on future anniversaries under the same award. There were no open-market purchases or sales reported in this filing.

Insider Trade Summary

1,969 shares exercised/converted

Mixed 3 txns

Insider Demchak Robert P

Role Gen. Counsel & Corp Secretary

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSUs)	1,969	$0.00	--
Exercise	Class A Common Stock, $0.01 par value	1,969	$0.00	--
Tax Withholding	Class A Common Stock, $0.01 par value	794	$15.72	$12K

Holdings After Transaction: Restricted Stock Units (RSUs) — 3,936 shares (Direct); Class A Common Stock, $0.01 par value — 3,615 shares (Direct)

Footnotes (1)

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

Key Figures

RSUs vested and converted: 1,969 shares Tax-withholding shares: 794 shares Post-transaction holdings: 2,821 shares +2 more

5 metrics

RSUs vested and converted 1,969 shares Restricted Stock Units converted into Class A common stock on July 9, 2026

Tax-withholding shares 794 shares Shares delivered to cover tax liability related to RSU vesting

Post-transaction holdings 2,821 shares Class A common stock directly owned after tax-withholding disposition

Conversion price per share $0.00 Stated transaction price for RSU exercise/conversion

Tax-withholding reference price $15.72 Price per share used for tax-withholding disposition of 794 shares

Key Terms

Restricted Stock Units (RSUs), time-based restricted stock units, tax-withholding disposition, derivative exercise/conversion

4 terms

Restricted Stock Units (RSUs) financial

"Restricted Stock Units (RSUs) that vest and convert into common stock"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

time-based restricted stock units financial

"Time-based restricted stock units that vest and convert into common stock"

Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.

tax-withholding disposition financial

"transaction_action is described as a tax-withholding disposition of shares"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action is listed as derivative exercise/conversion for the RSUs"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/10/2026 - 06:10 PM Accepted by SEC EDGAR 07/10/2026 - 06:09 PM Learn about SEC filing dates

FAQ

What equity transactions did CHCI insider Robert P. Demchak report on July 9, 2026?

On July 9, 2026, Robert P. Demchak reported the vesting and conversion of 1,969 RSUs into Class A common stock and a related tax-withholding disposition of 794 shares, all as part of his equity compensation.

Did CHCI’s Robert P. Demchak buy or sell CHCI stock on the open market in this Form 4?

No. The Form 4 for CHCI shows no open-market purchases or sales by Robert P. Demchak. The reported transactions are an RSU vesting/derivative exercise and a tax-withholding share disposition related to that vesting.

How many Comstock (CHCI) shares did Robert P. Demchak hold after the reported transactions?

Following the July 9, 2026 tax-withholding transaction, Robert P. Demchak directly held 2,821 shares of Comstock Holding Companies, Inc. Class A common stock, as disclosed in the Form 4’s post-transaction holdings field.

What was the size of the RSU vesting reported by CHCI insider Robert P. Demchak?

The filing reports that 1,969 Restricted Stock Units (RSUs) vested and converted into Class A common stock for Robert P. Demchak, at a stated conversion price of $0.00 per share under his equity compensation arrangement.

Why were 794 CHCI shares disposed of in Robert P. Demchak’s Form 4 filing?

The Form 4 identifies 794 shares of CHCI Class A common stock as a tax-withholding disposition. These shares were delivered to cover tax liabilities tied to the RSU vesting, not sold in the open market.

How do Robert P. Demchak’s CHCI RSUs vest according to the Form 4 footnotes?

Footnotes state that the time-based RSUs vest and convert into CHCI Class A common stock evenly over a four-year period, in annual installments on each anniversary of the grant date.

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 VIRGINIA 20190

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2026

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

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

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

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	07/09/2026		M		1,969	A	$0.00	3,615	D
Class A Common Stock, $0.01 par value	07/09/2026		F		794	D	$15.72	2,821	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)	07/09/2026		M			1,969	(2)	(2)	Class A Common Stock, $0.01 par value	1,969	$0.00	3,936	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	07/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)