Comstock Holding Companies (CHCI) CFO reports RSU vesting and tax withholding

Rhea-AI Filing Summary

Comstock Holding Companies, Inc. executive Christopher Michael Guthrie, the Chief Financial Officer and EVP, reported multiple equity transactions involving Class A common stock and restricted stock units (RSUs). On January 10, 2026, 11,161 RSUs converted to 11,161 shares of Class A common stock at an exercise price of $0.00, and his directly held shares increased to 129,073. On January 11, 2026, additional RSUs of 1,254, 1,397, and 2,232 units each converted to common shares at $0.00, while 5,402, 557, 677 and 1,081 shares of common stock were withheld at $12.11 per share, consistent with transaction code F for tax withholding. After these transactions, he directly beneficially owned 126,239 shares of Class A common stock. Footnotes explain that each RSU represents a right to receive one share of CHCI Class A common stock and describe seven‑year and four‑year time-based vesting schedules.

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

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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^*

Guthrie Christopher Michael

(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 Financial Officer & EVP

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	129,073	D
Class A Common Stock, $0.01 par value	01/11/2026		F		5,402	D	$12.11	123,671	D
Class A Common Stock, $0.01 par value	01/11/2026		M		1,254	A	$0.00	124,925	D
Class A Common Stock, $0.01 par value	01/11/2026		F		557	D	$12.11	124,368	D
Class A Common Stock, $0.01 par value	01/11/2026		M		1,397	A	$0.00	125,765	D
Class A Common Stock, $0.01 par value	01/11/2026		F		677	D	$12.11	125,088	D
Class A Common Stock, $0.01 par value	01/11/2026		M		2,232	A	$0.00	127,320	D
Class A Common Stock, $0.01 par value	01/11/2026		F		1,081	D	$12.11	126,239	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/ Christopher M. Guthrie	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).
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FAQ

Who is the insider reporting transactions in CHCI Form 4?

The reporting person is Christopher Michael Guthrie, who serves as Chief Financial Officer & EVP of Comstock Holding Companies, Inc. (CHCI).

What type of CHCI securities did the CFO report in this Form 4?

The filing reports transactions in Class A Common Stock, $0.01 par value, and in Restricted Stock Units (RSUs) that convert into Class A common shares.

What RSU vesting and conversions did CHCI disclose for the CFO?

On January 10, 2026, 11,161 RSUs converted into 11,161 shares of Class A common stock at $0.00. On January 11, 2026, additional blocks of 1,254, 1,397, and 2,232 RSUs each converted into common shares at $0.00 per share.

Did the CHCI CFO have shares withheld for taxes in this Form 4?

Yes. On January 11, 2026, the Form 4 shows Class A common stock transactions coded F, with 5,402, 557, 677, and 1,081 shares disposed of at $12.11 per share, consistent with share withholding for taxes.

How many CHCI shares did the CFO own after the reported transactions?

Following the reported transactions, the Form 4 shows that Christopher Michael Guthrie directly beneficially owned 126,239 shares of CHCI Class A common stock.

How do the CHCI RSUs vest according to the Form 4 footnotes?

Footnotes state that each RSU represents a right to receive one share of CHCI Class A common stock. One grant vests over seven years with scheduled percentages each January 10 from 2021 through 2027, and another grant vests evenly over four years in annual installments on each anniversary of the grant date.