SCHEDULE: MAK Capital Boosts Comstock Stake, Secures Board Seats

MAK Capital Fund LP and affiliates have acquired an 8.1% stake in Comstock Inc. and entered a cooperation agreement to appoint three new directors to the board.

Summary

• MAK Capital Fund LP, MAK Capital One L.L.C., and Michael A. Kaufman (collectively "MAK") reported beneficial ownership of 5,763,729 shares of Comstock Inc. common stock.
• This represents approximately 8.1% of the outstanding shares, based on 71,371,868 shares outstanding as of February 3, 2026.
• MAK Fund purchased shares with working capital, including 3,500,000 shares in a secondary offering on January 29, 2026, for approximately $9,625,000, excluding brokerage commissions.
• The aggregate purchase price for all 5,763,729 shares beneficially owned by MAK Fund is approximately $17,178,218, excluding brokerage commissions.
• On March 23, 2026, MAK entered into a cooperation agreement with Comstock Inc., leading to the appointment of three new directors: Donald A. Colvin, Robert M. Spence, and Steven Y. Pei.
• The board size was increased to eight directors, with Messrs. Colvin and Spence effective immediately, and Mr. Pei effective April 15, 2026.
• Current directors William J. Nance and Walter A. Marting Jr. will retire from the Board effective at the 2027 Annual Meeting.
• The board size will be reduced to six directors after the 2027 Annual Meeting, then increased to seven upon the appointment or election of a new independent director.
• MAK is subject to customary standstill obligations and non-disparagement provisions until the earlier of ceasing to own 5.6% or 4,000,000 shares, or the conclusion of the 2027 Annual Meeting.
• During this period, MAK agreed to vote in line with the Board's recommendations, with certain exceptions.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as a significant investor has taken a substantial stake and secured board representation, which often leads to enhanced focus on shareholder value, though the standstill agreement limits immediate aggressive action.

Positives

• MAK Capital, a significant investor, has increased its stake, signaling confidence in Comstock Inc. and its future prospects.
• The cooperation agreement with the Issuer suggests a constructive engagement between a major shareholder and management, potentially leading to improved strategic alignment.
• Appointment of three new directors (Donald A. Colvin, Robert M. Spence, Steven Y. Pei) could bring fresh perspectives and expertise to the Board, enhancing governance.
• The agreement includes a plan for board refreshment with two current directors retiring by the 2027 Annual Meeting, promoting ongoing board evolution.

Risks

• Reporting Persons may endeavor to increase or decrease their position in the Issuer through open market or private transactions, which could impact share price volatility.
• Future actions by Reporting Persons could include proposals concerning capital allocation strategy, capitalization, ownership structure (including a sale of the Issuer as a whole or in parts), Board structure (including Board composition), or operations of the Issuer.

Future Outlook

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, they may endeavor to increase or decrease their position, engage in additional communications with management and the Board, discuss with other shareholders or third parties, or make proposals concerning capital allocation strategy, capitalization, ownership structure (including a sale of the Issuer), or Board structure and operations. The cooperation agreement outlines board composition changes through the 2027 Annual Meeting.

Management Comments

• The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.

Industry Context

StockSavvy.ai notes that activist investor filings like this Schedule 13D often signal a period of increased scrutiny and potential strategic shifts for the target company. The appointment of new directors, especially in conjunction with a cooperation agreement, typically aims to enhance shareholder value through governance improvements or operational changes, a common trend in sectors where companies may be perceived as underperforming or undervalued.

Comparison to Industry Standards

• This filing represents a standard Schedule 13D, indicating a significant ownership stake and activist intent, which is a common practice among institutional investors seeking to influence corporate strategy.
• The cooperation agreement and board refreshment are typical outcomes of activist campaigns, aligning with best practices for shareholder engagement seen in companies like Starboard Value's involvement with various public companies or Elliott Management's campaigns, where board changes are a primary mechanism for driving value.

Management Changes

Corporate Governance

Related Party Transactions

• The filing details a Cooperation Agreement between MAK Capital Fund LP, MAK Capital One L.L.C., Michael A. Kaufman, and Comstock Inc., which is a significant arrangement between a major shareholder group and the company.

Stakeholder Impact

• Shareholders: Potential for increased shareholder value through improved governance and strategic direction due to activist involvement and board refreshment. The standstill agreement provides stability by limiting public disputes.
• Management: New board members may influence strategic decisions and oversight, potentially leading to shifts in company direction or operational focus.
• Employees: No direct impact mentioned, but strategic shifts resulting from board changes could indirectly affect employees through changes in company priorities or structure.

Next Steps

• Steven Y. Pei's appointment to the Board becomes effective on April 15, 2026.
• The newly appointed directors (Colvin, Spence, Pei) will be nominated for election at the 2026 Annual Meeting.
• The newly appointed directors will be nominated for election at the 2027 Annual Meeting.
• William J. Nance and Walter A. Marting Jr. will retire from the Board effective at the 2027 Annual Meeting.
• The Board size will be reduced to six directors after the 2027 Annual Meeting, then increased to seven upon the appointment or election of a new independent director.
• Reporting Persons may increase or decrease their position in the Issuer.
• Reporting Persons may engage in additional communications with management and the Board, discussions with shareholders or third parties, or make proposals concerning capital allocation, capitalization, ownership structure, or operations.

Key Dates

Recommendation

The filing indicates a significant activist stake and a cooperation agreement leading to board changes. While this often signals potential for value creation, the standstill agreement limits immediate aggressive action. Investors should hold to observe the impact of the new board members and the strategic direction under this new governance structure before making further investment decisions.

Keywords

Comstock Inc., MAK Capital Fund LP, Schedule 13D, Shareholder Activism, Board of Directors, Corporate Governance, Investment, Common Stock, Secondary Offering, Standstill Agreement