8-K

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 11, 2026

Comstock Holding Companies, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-32375	20-1164345
(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 class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01	CHCI	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

(b) On March 11, 2026, Mr. Robert Pincus notified the Board of Directors (the “Board”) of Comstock Holding Companies, Inc. (the “Company”) that he will not stand for re-election at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and will retire from the Board. Mr. Pincus will continue to serve as a member of the Board, as well as the Audit Committee and the Nominating and Corporate Governance Committee, until the expiration of his term at the Annual Meeting (the “Effective Time”). Mr. Pincus’ decision not to stand for re-election was not due to any disagreement with the Company. Also on March 11, 2026, the Board determined to reduce the size of the Board from six to five directors, effective as of the Effective Time. The Board will appoint a new member to the Audit Committee on or before the Annual Meeting, with the appointment to be effective as of the Effective Time.

On March 13, 2026, the Company issued a press release to announce Mr. Pincus’ retirement from the Board. A copy of the press release 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	Comstock Holding Companies, Inc. press release, dated March 13, 2026
104	Cover 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 13, 2026	By:	/s/ CHRISTOPHER CLEMENTE
		Christopher Clemente Chairman and Chief Executive Officer

EX-99.1

Comstock Announces Retirement of Longtime Board Member Robert P. Pincus RESTON, Va. — March 13, 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 longtime board member Robert P. Pincus will voluntarily retire from the Company’s Board of Directors (the "Board") effective when his term expires at the Company's next Annual Meeting of Stockholders, which is scheduled for June 17, 2026. Mr. Pincus joined Comstock's Board of Directors in June 2005 and has faithfully served as an independent director for the past two decades. Over the course of his tenure, Mr. Pincus has provided the Company with strategic guidance and financial expertise, drawing on a distinguished career in commercial banking and financial services. “On behalf of Comstock Holding Companies, Inc., I want to extend our deepest gratitude to Robert Pincus for his dedicated service and invaluable contributions over more than two decades. From the Company’s early days as a residential homebuilder to its successful transformation into one of the most active and innovative commercial real estate developers in the Mid-Atlantic region, Bob’s steady guidance, financial acumen, and commitment to strong governance have been instrumental to our success in achieving key milestones and driving long-term value for our shareholders. We wish Bob all the best in his well-deserved retirement and thank him for exemplifying the highest standards of board leadership,” said Christopher Clemente, Comstock’s Chairman and Chief Executive Officer. Mr. Pincus is a longtime banking executive who most recently served as Vice Chairman of EagleBank and Eagle Bancorp, Inc., a community bank headquartered in Bethesda, Maryland, until his retirement in 2016. Prior to joining EagleBank, he served as Chairman of Fidelity & Trust Bank, which was acquired by EagleBank. Mr. Pincus previously also held senior leadership positions with BB&T, Franklin National Bank of Washington, D.C., Sovran Bank, and D.C. National Bancorp. Mr. Pincus has been active in numerous civic and nonprofit organizations throughout the D.C. region, including serving on the Arena Stage Board of Trustees. He has received numerous distinguished honors from the local business community, including being named Entrepreneur of the Year and Washingtonian of the Year, as well as his 2004 induction into the Washington Business Hall of Fame. 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. Investor Contact Media Contact investorrelations@comstock.com publicrelations@comstock.com Exhibit 99.1

XML

Cover	Mar. 11, 2026
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 11, 2026
Entity Registrant Name	Comstock Holding Companies, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-32375
Entity Tax Identification Number	20-1164345
Entity Address, Address Line One	1900 Reston Metro Plaza
Entity Address, Address Line Two	10TH Floor
Entity Address, City or Town	Reston
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20190
City Area Code	(703)
Local Phone Number	230-1985
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.01
Trading Symbol	CHCI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001299969
Amendment Flag	false