0001299969FALSE00012999692026-03-172026-03-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2026
Comstock Holding Companies, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware1-3237520-1164345
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
1900 Reston Metro Plaza, 10TH Floor
Reston, Virginia 20190
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (703) 230-1985
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.01CHCI
Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 1.01 Entry into a Material Definitive Agreement.

On March 17, 2026, Comstock Holding Companies, Inc. (the “Company”) made an initial investment of approximately $4.5 million contemporaneously with the acquisition of a 417-unit apartment building located at 15955 Frederick Road in Rockville, Maryland (the “Property”), pursuant to a purchase and sale agreement dated September 16, 2025, as amended (the "Acquisition").

Comstock Reed JV Holding Company (defined below) entered into a joint venture with a Benefit Street Partners-advised institutional fund to form a single-purpose entity that is wholly owned by 15955 Frederick JV, LLC ("The Reed Holding Company") that completed the Acquisition.

As part of the Acquisition, the Company also created a joint venture with Comstock Partners, LC ("CP"), a privately held affiliate entity that is controlled by Christopher Clemente, the Chairman and Chief Executive Officer of the Company, by forming CHCI 15955 Frederick JV, LLC (the "Comstock Reed JV Holding Company"). The Company and CP own ninety percent (90%) and ten percent (10%) of the direct interests in Comstock Reed JV Holding Company, respectively. As a result, the Company owns a nine percent (9%) indirect interest in the Property and the Benefit Street-advised institutional fund and CP own ninety (90%) and one percent (1%), respectively. CP 15955 Frederick NMM, LLC, a privately held affiliate that is controlled by Mr. Clemente, is the non-member manager of The Reed Holding Company.

The Company will provide asset management, property management, and janitorial services to the Property pursuant to separate agreements through its wholly owned operating subsidiaries CHCI Asset Management, LC, CHCI Residential Management, LC and ParkX Management, LC. At closing, the Company received an acquisition fee of $0.5 million for completing the acquisition of the Property on behalf of The Reed Holding Company and is also entitled to incentive fees related to the performance of the investment.

The foregoing description of the material terms of the operating agreements for The Reed Holding Company and Comstock Reed JV Holding Company is qualified in its entirety by reference to the full text of the agreements, which the Company intends to file as exhibits to the Company’s quarterly report on Form 10-Q for the period ended March 31, 2026.

On March 23, 2026, the Company issued a press release announcing the acquisition of the Property, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number		Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                    
COMSTOCK HOLDING COMPANIES, INC.
Date: March 23, 2026By:/s/ CHRISTOPHER CLEMENTE
Christopher Clemente
Chairman and Chief Executive Officer
Comstock Acquires Rockville Multifamily Building, The Reed Joint acquisition further expands CHCI's Institutional Venture Platform RESTON, Va. — March 23, 2026 — Comstock Holding Companies, Inc. (Nasdaq: CHCI) (“Comstock” or the "Company"), a leading asset manager, developer, and operator of mixed-use and transit-oriented properties in the Washington, D.C. region, today announced that it has completed the acquisition of The Reed, a 417-unit Class A multifamily property located at 15955 Frederick Road in Rockville, Maryland. The acquisition was completed on behalf of a joint venture between the Company and a third-party Benefit Street Partners-advised institutional fund. Comstock Partners, LC, a privately held affiliate of the Company, co-invested in the joint venture. Two wholly owned subsidiaries of Comstock, CHCI Residential Management and ParkX Management, will provide best-in-class, customer-focused property management services for The Reed. Built in 2015, The Reed is located directly adjacent to the Shady Grove Metro Station and within walking distance to the restaurants, shops, and outdoor spaces in Rockville's bustling King Farm neighborhood. Its floor plans offer everything from cozy 1-bedroom apartments to expansive 3-bedroom layouts, each thoughtfully designed and well-appointed. The property includes a resort-style swimming pool, fitness center with yoga/boxing studio, clubroom, serene outdoor gathering spaces, multiple resident lounges, and a private parking garage. “This investment checks every box for us and we’re thrilled to partner with Comstock on this exceptional asset,” said Brian Buffone, Head of Equity Investments at Benefit Street Partners. “Comstock has a proven track record as a best-in-class operator. We’re excited to expand our relationship and look forward to creating value together.” The acquisition of The Reed expands Comstock’s footprint in the Rockville submarket, where the Company now owns and manages more than 900 apartment units across three transit-oriented, multifamily properties, including BLVD Forty Four and BLVD Ansel. “The Reed is exactly the type of institutional-quality asset we seek as we continue to scale our Institutional Venture Platform,” said Tim Steffan, Chief Operating Officer of Comstock. “This acquisition demonstrates our ability to deploy capital alongside a high-quality, strategic partner to acquire core, core+ and value-add assets. The Metro-adjacent location of The Reed fits perfectly in our transit- oriented portfolio. With our experienced property management teams in place, we see a clear opportunity to elevate the resident experience and drive value for all stakeholders.” NewPoint Real Estate Capital arranged the Freddie Mac financing as well as the equity component for the transaction. About Benefit Street Partners Benefit Street Partners (BSP) is an alternative credit pioneer with $92 billion in assets under management (including Apera). It seeks to deliver attractive, risk-adjusted returns through its deep specialism, long-term relationships and global reach. A wholly owned subsidiary of Franklin Templeton, BSP is focused exclusively on credit. Through its disciplined, solutions-oriented approach, BSP unlocks opportunities across market cycles and geographies. The firm manages strategies spanning private debt, real estate debt, structured credit, and liquid loans. For more information, visit bspcredit.com Exhibit 99.1

 
About Comstock Founded in 1985, Comstock is a leading asset manager, developer, and operator of mixed-use and transit-oriented properties in the Washington, D.C. region. With a managed portfolio comprising approximately 10 million square feet at full build-out and including stabilized and development assets strategically located at key Metro stations, Comstock is at the forefront of the urban transformation taking place in the fastest-growing segments of one of the nation’s best real estate markets. Comstock’s developments include some of the largest and most prominent mixed-use and transit-oriented projects in the mid-Atlantic region, as well as multiple large-scale public-private partnership developments. For more information, please visit Comstock.com. CONTACT: publicrelations@comstock.com