CHCI (CHCI) CEO Clemente reports 5,516 RSUs and 1,739-share conversion

Rhea-AI Filing Summary

Comstock Holding Companies, Inc. insider Christopher Clemente, the Chairman, CEO and a 10% owner, reported equity compensation activity on January 15, 2026. Entities associated with him, including his spouse, received 5,516 restricted stock units (RSUs), each representing a right to one share of CHCI Class A common stock, at an exercise price of $0.00. On the same date, 1,739 RSUs were exercised and converted into 1,739 Class A common shares at no cost, increasing an indirectly held Class A position to 91,021 shares. After these updates, he continues to report both direct and indirect ownership of Class A and Class B shares through various controlled entities and family-related accounts.

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^*

Clemente Christopher

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

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		1,739	A	$0.00	91,021	I	See footnote(1)
Class A Common Stock, $0.01 par value								174,990	D
Class A Common Stock, $0.01 par value								752,749	I	See footnote(2)
Class A Common Stock, $0.01 par value								924,126	I	See footnote(3)
Class A Common Stock, $0.01 par value								684,601	I	See footnote(4)
Class A Common Stock, $0.01 par value								124,465	I	See footnote(5)
Class A Common Stock, $0.01 par value								74,676	I	See footnote(6)
Class B Common Stock, $0.01 par value								220,250	I	See footnote(4)

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)	(7)	01/15/2026		A		5,516		(8)	(8)	Class A Common Stock, $0.01 par value	5,516	$0.00	5,516	I	See footnote(1)
Restricted Stock Units (RSUs)	(7)	01/15/2026		M			1,739	(8)	(8)	Class A Common Stock, $0.01 par value	1,739	$0.00	5,214	I	See footnote(1)

Explanation of Responses:

1. By the reporting person's spouse

2. By CP Real Estate Services, LC, an entity wholly owned by the reporting person

3. By Clemente Investment Management, LC, an entity controlled by the reporting person

4. By FR 54, LLC, an entity controlled by the reporting person

5. By Stonehenge Funding, LC, an entity controlled by the reporting person

6. By various trusts for the benefit of the reporting person's children, of which the reporting person is currently the custodian

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

8. 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 Clemente	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 Chairman & CEO Christopher Clemente report?

Christopher Clemente reported equity compensation activity on January 15, 2026, including a grant of restricted stock units and the conversion of some RSUs into Class A common shares.

How many CHCI restricted stock units were granted in this Form 4 filing?

Entities associated with Clemente received 5,516 restricted stock units (RSUs), each representing a contingent right to receive one share of CHCI Class A common stock.

How many CHCI Class A shares were acquired through RSU conversion?

1,739 RSUs were exercised and converted into 1,739 Class A common shares at an exercise price of $0.00, reflected as indirectly owned.

What are Christopher Clemente’s reported CHCI Class A share holdings after the transactions?

Following the reported transactions, his accounts show 91,021 indirectly held Class A shares, along with other reported direct and indirect Class A positions, including 174,990 direct shares and several indirect blocks through related entities.

How does Christopher Clemente hold CHCI shares indirectly?

Indirect CHCI holdings are reported through his spouse, various LLCs controlled or wholly owned by him, and trusts for his children where he is custodian, as described in the footnotes.

Are any CHCI Class B shares reported in this Form 4?

Yes. The filing reports 220,250 Class B common shares held indirectly through FR 54, LLC, an entity controlled by Clemente.