CHCI 8-K
Comstock Holding Companies, Inc. (CHCI)
8-K
2026-04-13
For: 2026-04-06
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Added on
April 13, 2026
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): April 6, 2026
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
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Registrant’s telephone number, including area code: (703) 230-1985
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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 April 6, 2026, Comstock Holding Companies, Inc. (the “Company”) made an initial investment of approximately $5.0 million contemporaneously with the acquisition of a 6.77-acre office campus located at 2200 Woodland Pointe Avenue in Herndon, Virginia (the “Property”), pursuant to a purchase and sale agreement dated October 31, 2025, as amended (the "Acquisition").
In conjunction with the Acquisition, multiple single-purpose entities were established, including CP Woodland JV LLC (the "Comstock Woodland JV Holding Company"), 2200 Woodland JV LLC (the “Woodland Holding Company”), Comstock WP LLC (the “Woodland Property Company”), and CP Woodland NMM, LLC.
Comstock Woodland JV Holding Company is a joint venture between the Company and Comstock Partners, LC ("CP"), a privately held affiliate entity that is controlled by Christopher Clemente, the Chairman and Chief Executive Officer of the Company. The Company and CP own eighty-five percent (85%) and fifteen percent (15%) of the common equity interests in Comstock Woodland JV Holding Company, respectively. Comstock Woodland JV Holding Company entered into a joint venture with Peraton Holding Corp. to establish Woodland Holding Company. Woodland Holding Company is the 100% owner of Woodland Property Company, which is the entity that acquired the Property.
To facilitate and expedite the Acquisition, CP provided a bridge loan to the Woodland Holding Company, with the intent to refinance the loan with an unaffiliated lender within 60 days. CP Woodland NMM, LLC, a privately held affiliate that is controlled by Mr. Clemente, is the non-member manager of the Woodland Holding Company.
The Company will provide asset management and property management services to the Property pursuant to separate agreements through its wholly owned operating subsidiaries CHCI Asset Management, LC and CHCI Commercial Management, LC. Pursuant to the asset management agreement, the Company earned an acquisition fee of $0.8 million and leasing fees of approximately $3.3 million at closing, and is also entitled to ongoing construction management and development fees for services that will be provided to the Property pursuant to the executed leases with Peraton, as tenant, to construct a build-to-suit office campus.
The foregoing description of the material terms of the operating agreements for the Woodland Holding Company and Comstock Woodland 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 June 30, 2026.
On April 10, 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 | ||||||||
| 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: April 10, 2026 | By: | /s/ CHRISTOPHER CLEMENTE | |||||||||
Christopher Clemente Chairman and Chief Executive Officer | |||||||||||
Comstock Acquires Woodland Pointe, Secures Full-Campus Lease with Peraton Technology innovation leader to occupy build-to-suit Herndon, Va. campus RESTON, Va. — April 10, 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 the acquisition of Woodland Pointe, a 6.77- acre office campus located at 2200 Woodland Pointe Avenue in Herndon, Virginia, and the execution of a full-campus lease with Peraton, a leading next-generation technology and national security company. Located just south of the Dulles Toll Road in Herndon, Virginia, Woodland Pointe sits at the heart of the Dulles Technology Corridor, one of the nation's most active concentrations of defense contractors, cybersecurity firms, and aerospace innovators. The campus currently includes a six-story, 185,000- square foot, Class A office tower that is LEED Gold certified and includes a 165-person conference facility, a parking garage, and vibrant green spaces. Concurrent with the acquisition, Comstock entered into multiple leases at Woodland Pointe with Peraton, a company that focuses on delivering advanced mission capability integration and transformative enterprise IT solutions to customers across space, intelligence, cyber, defense, homeland security, and health missions. The leases cover both the existing office building, which was the former North American headquarters of Volkswagen and is currently a Peraton lease location, as well as a new 100,000-square foot, build-to-suit office building that will be developed on the Woodland Point campus. Upon completion, Peraton will fully occupy both structures in the near 300,000-square foot campus to support its growing business operations. Meredith LaPier, Vice Chairman of CBRE, represented Peraton in the transaction. Tim Steffan, Chief Operating Officer of Comstock, represented the Company. The acquisition of Woodland Pointe represents the latest success from Comstock's growing Institutional Venture Platform, an initiative designed to pair the Company's operational expertise with capital resources from institutional partners. As the operating partner of a group composed of affiliated and unaffiliated institutional co-investors, Comstock will provide best-in-class property management, construction management, and development services for the property through two of its wholly owned operating subsidiaries, CHCI Commercial Management and CHCI Asset Management. “Woodland Pointe represents yet another high-quality, strategically located asset that defines what we do at Comstock,” said Mr. Steffan. “As organizations increasingly prioritize high quality environments that meet the demands of mission-critical work, we are well-positioned to meet those needs with the assets and development capabilities that few others can match. Partnering with Peraton to deliver a consolidated, purpose-built campus in the heart of the Dulles Corridor is a tremendous reflection of our ability to deliver on the ongoing flight-to-quality trend that has become pervasive in this market.” 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: [email protected] Exhibit 99.1