Comstock adopts new Section 382 rights agreement to protect NOLs; replaces expired plan

Comstock Holding Companies, Inc.

Old rights agreement expired March 27, 2025; new agreement with Equiniti Trust Company effective March 28, 2025.
Rights attach to common stock; record date April 14, 2025; distribution triggered at 4.95% beneficial ownership threshold.
Each right entitles holder to purchase 1/1000th of a share of Series A Junior Participating Preferred Stock at $20.48 per unit.
Rights expire March 28, 2035, unless redeemed earlier at $0.001 per right or exchanged; Board may submit to stockholder vote at 2025 annual meeting.
If shareholder approval not obtained by first anniversary, rights expire; designed to limit ownership change and preserve NOL tax benefits.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Comstock Holding Companies, Inc.: Filed Certificate of Designation for Series A Junior Participating Preferred Stock in connection with adoption of new Section 382 Rights Agreement (effective 2025-03-28).

Change: charter amendment
Effective: 2025-03-28

Exact text from the filing

The terms, rights, obligations and preferences of the Preferred Stock are set forth in the Certificate of Designation of Series A Junior Participating Preferred Stock (the “ Certificate of Designation ”), which was filed with the Secretary of State of the State of Delaware on March 28, 2025.

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Comstock Holding Companies, Inc. filing history →

Source: SEC EDGAR

accession 0001299969-25-000013

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