Comstock Holding Companies, Inc. 8-K

What Happened
Comstock Holding Companies, Inc. (through subsidiary CHCI Oklahoma Ventures LLC) announced a 50/50 joint venture with Eagle Road Oil, LLC to assemble, entitle and develop contiguous land in Pawnee and Noble Counties, Oklahoma for large-scale artificial intelligence and data center campuses. CHCI Oklahoma will serve as the administrative member and handle day-to-day management. The filings show related agreements dated June 4, 2026 (Contribution Agreement and Right of First Offer) and a press release furnished June 10, 2026.

Key Details

• CHCI Oklahoma initial commitments: $250,000 contribution on execution and a separate $2,500,000 payment to Jericho for services; committed to fund up to an additional $5,750,000 over time so aggregate capital contributions are capped at $6,000,000 (the $2.5M payment to Jericho is excluded from that cap). CHCI may also elect up to $5,000,000 more for predevelopment. (The company previously invested $1,500,000 in Jericho in Feb 2026.)
• Asset contribution: Eagle Road contributed oil/gas/mineral leases, leaseholds, personal property (including ~60 miles of gathering pipeline), ROWs and certain land options valued at $10,000,000; Eagle Road retained wells, wellbore interests and incidental production rights. Rising Eagle LLC was admitted as the Land Member; CHCI Oklahoma and Rising Eagle LLC are the JV members.
• Economics & governance: Distributions follow a waterfall with an 8.00% preferred return on capital, then a 50/50 split of remaining proceeds (no promote). Major decisions (property buys/sales, material budget changes, voluntary dissolution/bankruptcy) require both members’ consent. Capital-call shortfalls funded by one member may dilute the non-funding member.
• Other rights: Reciprocal rights of first offer and co-sale, buy/sell right after five years or upon deadlock, CHCI drag‑along right above $150,000 per acre, and a 15‑year area of mutual interest for the contributed leases. The JV also obtained a right of first offer on certain other Eagle Road properties outside Pawnee and Noble counties.

Why It Matters
This JV formalizes Comstock’s active push into land assembly and development for AI and data center campuses in Oklahoma, giving the company operational control as administrative member while sharing upside and some capital obligations with Eagle Road/Jericho affiliates. Investors should note the explicit capital commitment caps (up to $6.0M plus optional predevelopment funds and separate service payment), the 8% preferred return and 50/50 profit split, and the potential for dilution if CHCI or its partner fails to meet capital calls. The $10M asset contribution from Eagle Road establishes a substantial land/asset base for the JV’s development plans.