8-K - FPH - Equibles

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

October 29, 2025

Date of report (date of earliest event reported)

FIVE POINT HOLDINGS, LLC

(Exact name of registrant as specified in its charter)

Delaware	001-38088	27-0599397
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification No.)		2000 FivePoint	4th Floor	Irvine	California	92618
---	---	---	---	---
(Address of Principal Executive Offices)				(Zip code)

(949) 349-1000

(Registrant’s telephone number, including area code)

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<br>Symbol(s)	Name of each exchange<br>on which registered
Class A common shares	FPH	New York Stock Exchange

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 2.02. Results of Operations and Financial Condition.

On October 29, 2025, Five Point Holdings, LLC issued a press release announcing its results of operations for the three months ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release, dated October 29 , 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.

Date: October 29, 2025

FIVE POINT HOLDINGS, LLC
By:	/s/ Michael Alvarado
Name:	Michael Alvarado
Title:	Chief Operating Officer, Chief Legal Officer and Vice President

Document

Exhibit 99.1

Five Point Holdings, LLC Reports Third Quarter 2025 Results

Third Quarter 2025 and Recent Highlights

•Great Park Venture sold 326 homesites on 26.6 acres of land for an aggregate base purchase price of $257.7 million.

•Great Park builder sales of 187 homes during the quarter.

•Valencia builder sales of 50 homes during the quarter.

•Consolidated revenues of $13.5 million; consolidated net income of $55.7 million.

•In September 2025, our senior notes and corporate ratings were respectively upgraded to B2/B2 by Moody’s Ratings and re-affirmed at B+/B by S&P Global Ratings, and we received initial ratings of BB-/B from Fitch Ratings.

•Closed the acquisition of a 75% interest in our new land banking venture, Hearthstone Residential Holdings, LLC, for $57.6 million.

•Issued $450.0 million in new 8.000% Senior Notes due October 2030, and purchased or redeemed all of the existing $523.5 million 10.500% initial rate Senior Notes due January 2028.

•Cash and cash equivalents of $351.1 million as of September 30, 2025.

•Debt to total capitalization ratio of 16.5% and liquidity of $476.1 million as of September 30, 2025.

•On October 21, 2025, increased the total borrowing capacity under our revolving credit facility to $217.5 million and extended the maturity date to July 2029.

Irvine, CA, October 29, 2025 (Business Wire) – Five Point Holdings, LLC (“Five Point” or the “Company”) (NYSE:FPH), an owner and developer of large mixed-use planned communities in California, today reported its third quarter 2025 results.

Dan Hedigan, President and Chief Executive Officer, said, “I am pleased to report that Five Point delivered another strong quarter, generating consolidated net income of $55.7 million and ending the quarter with total liquidity of $476.1 million. These results demonstrate continued profitability and reflect strong execution across our platform. At the Great Park, we closed land sales to four builders totaling 326 homesites for an aggregate base purchase price of $257.7 million, further reinforcing the strength of this community. In addition, we successfully completed the acquisition of a 75% interest in our new Hearthstone land banking venture, an important milestone that will supplement our recurring fee-based revenue streams and will immediately establish a national footprint in land banking. We also took meaningful steps to enhance our capital structure, including the refinancing of our senior notes and the recent upsizing of our revolving credit facility. These actions have further strengthened our balance sheet and enhanced our ability to pursue long-term growth opportunities. We continue to monitor the evolving economic landscape and believe that moderating interest rates and persistent supply-demand imbalances will support builder interest across our communities. We continue to expect full-year 2025 consolidated net income to be in line with our 2024 results.”

Consolidated Results

Liquidity and Capital Resources

As of September 30, 2025, total liquidity of $476.1 million was comprised of cash and cash equivalents totaling $351.1 million and borrowing availability of $125.0 million under our unsecured revolving credit facility. Total capital was $2.3 billion, reflecting $3.2 billion in assets and $0.9 billion in liabilities and redeemable noncontrolling interests.

Results of Operations for the Three Months Ended September 30, 2025

Revenues. Revenues of $13.5 million for the three months ended September 30, 2025 were primarily generated from management services.

Equity in earnings from unconsolidated entities. Equity in earnings from unconsolidated entities was $70.1 million for the three months ended September 30, 2025. The Great Park Venture generated net income of $201.6 million during the three months ended September 30, 2025, and our share of the net income from our 37.5% percentage interest, adjusted for basis differences, was $69.5 million.

During the three months ended September 30, 2025, the Great Park Venture sold 326 homesites on 26.6 acres of land at the Great Park Neighborhoods for an aggregate purchase price of $257.7 million. The Great Park Venture made aggregate distributions of $216.4 million to holders of Percentage Interests during the three months ended September 30, 2025. We received $81.1 million for our 37.5% Percentage Interest.

Selling, general, and administrative. Selling, general, and administrative expenses were $14.3 million for the three months ended September 30, 2025.

Net income. Consolidated net income for the quarter was $55.7 million. Net income attributable to noncontrolling interests totaled $34.6 million, resulting in net income attributable to the Company of $21.1 million. Net income attributable to noncontrolling interests primarily represents the portion of income allocated to related party partners and members that hold units of the operating company and the San Francisco Venture. Holders of units of the operating company and the San Francisco Venture can redeem their interests for either, at our election, our Class A common shares on a one-for-one basis or cash. In connection with any redemption or exchange, our ownership of our operating subsidiaries will increase thereby reducing the amount of income allocated to noncontrolling interests in subsequent periods.

Conference Call Information

In conjunction with this release, Five Point will host a conference call on Wednesday, October 29, 2025 at 5:00 p.m. Eastern Time. Interested investors and other parties can listen to a live Internet audio webcast of the conference call that will be available on the Five Point website at ir.fivepoint.com. The conference call can also be accessed by dialing (877) 451-6152 (domestic) or (201) 389-0879 (international). A telephonic replay will be available starting approximately three hours after the end of the call by dialing (844) 512-2921, or for international callers, (412) 317-6671. The passcode for the live call and the replay is 13756805. The telephonic replay will be available until 11:59 p.m. Eastern Time on November 7, 2025.

About Five Point

Five Point, headquartered in Irvine, California, designs and develops large mixed-use planned communities in Orange County, Los Angeles County, and San Francisco County that combine residential, commercial, retail, educational, and recreational elements with public amenities, including civic areas for parks and open space. Five Point’s communities include the Great Park Neighborhoods® in Irvine, Valencia® in Los Angeles County, and Candlestick® and The San Francisco Shipyard® in the City of San Francisco. These communities are designed to include up to approximately 40,000 residential homes and up to approximately 23 million square feet of commercial space. Five Point is also engaged in the residential land banking business through its Hearthstone residential asset and investment management platform.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “would,” “result” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. Forward-looking statements include, among others, statements that refer to: our expectations of our future home sales and/or builder sales; the impact of inflation and interest rates; our future revenues, costs and financial performance, including with respect to cash generation and profitability; future demographics and market conditions, including housing supply levels, in the areas where our communities are located; the timing and expected benefits of planned and potential transactions and acquisitions; and other statements that are not historical in nature. We caution you that any forward-looking statements included in this press release are based on our current views and information currently available to us. Forward-looking statements are subject to risks, trends, uncertainties and factors that are beyond our control. Some of these risks and uncertainties are described in more detail in our filings with the SEC, including our Annual Report on Form 10-K, under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We caution you therefore against relying on any of these forward-looking statements. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. They are based on estimates and assumptions only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by applicable law.

Investor Relations:

Kim Tobler, 949-425-5211

Kim.Tobler@fivepoint.com

Media:

Eric Morgan, 949-349-1088

Eric.Morgan@fivepoint.com

Source: Five Point Holdings, LLC

FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
REVENUES:
Land sales	$	(12)	$	372	$	70	$	1,214
Land sales—related party	—		—		—		—
Management services—related party	12,826		16,030		32,336		75,035
Operating properties	674		611		1,712		1,891
Total revenues	13,488		17,013		34,118		78,140
COSTS AND EXPENSES:
Land sales	—		—		—		—
Management services	5,455		4,256		10,846		19,467
Operating properties	1,631		1,231		4,891		4,099
Selling, general, and administrative	14,294		11,911		44,645		37,013
Total costs and expenses	21,380		17,398		60,382		60,579
OTHER INCOME (EXPENSE):
Interest income	4,484		2,595		13,501		8,575
Loss on debt extinguishment	(1,824)		—		(1,824)		—
Miscellaneous	8		24		804		(5,857)
Total other income	2,668		2,619		12,481		2,718
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES	70,137		11,987		158,721		45,071
INCOME BEFORE INCOME TAX PROVISION	64,913		14,221		144,938		65,350
INCOME TAX PROVISION	(9,199)		(1,886)		(20,062)		(8,705)
NET INCOME	55,714		12,335		124,876		56,645
LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	34,643		7,579		77,201		34,841
NET INCOME ATTRIBUTABLE TO THE COMPANY	$	21,071	$	4,756	$	47,675	$	21,804
NET INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE
Basic	$	0.30	$	0.07	$	0.68	$	0.31
Diluted	$	0.28	$	0.07	$	0.65	$	0.31
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING
Basic	69,796,339		69,279,028		69,692,349		69,192,620
Diluted	149,430,920		146,565,417		149,267,968		146,394,307
NET INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE
Basic and diluted	$	0.00	$	0.00	$	0.00	$	0.00
WEIGHTED AVERAGE CLASS B SHARES OUTSTANDING
Basic and diluted	79,233,544		79,233,544		79,233,544		79,233,544

FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except shares)

(Unaudited)

	September 30, 2025		December 31, 2024
ASSETS
INVENTORIES	$	2,448,353	$	2,298,080
INVESTMENT IN UNCONSOLIDATED ENTITIES	168,867		185,324
PROPERTIES AND EQUIPMENT, NET	29,253		29,487
INTANGIBLE ASSET, NET—RELATED PARTY	19,863		9,037
GOODWILL	69,812		—
CASH AND CASH EQUIVALENTS	351,127		430,875
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT	992		992
RELATED PARTY ASSETS	78,194		101,670
OTHER ASSETS	18,821		20,952
TOTAL	$	3,185,282	$	3,076,417
LIABILITIES AND CAPITAL
LIABILITIES:
Notes payable, net	$	444,533	$	525,737
Accounts payable and other liabilities	102,423		100,292
Related party liabilities	65,344		63,297
Deferred income tax liability, net	49,624		33,570
Payable pursuant to tax receivable agreement	173,849		173,424
Total liabilities	835,773		896,320
REDEEMABLE NONCONTROLLING INTERESTS	69,527		25,000
CAPITAL:
Class A common shares; No par value; Issued and outstanding: September 30, 2025—69,861,335 shares; December 31, 2024—69,369,234 shares
Class B common shares; No par value; Issued and outstanding: September 30, 2025—79,233,544 shares; December 31, 2024—79,233,544 shares
Contributed capital	599,741		593,827
Retained earnings	204,752		157,077
Accumulated other comprehensive loss	(1,450)		(1,468)
Total members’ capital	803,043		749,436
Noncontrolling interests	1,476,939		1,405,661
Total capital	2,279,982		2,155,097
TOTAL	$	3,185,282	$	3,076,417

FIVE POINT HOLDINGS, LLC

SUPPLEMENTAL DATA

(In thousands)

(Unaudited)

Liquidity

	September 30, 2025
Cash and cash equivalents	$	351,127
Borrowing capacity(1)	125,000
Total liquidity	$	476,127

(1) As of September 30, 2025, no borrowings or letters of credit were outstanding on the Company’s $125.0 million revolving credit facility.

Debt to Total Capitalization and Net Debt to Total Capitalization

	September 30, 2025
Debt(1)	$	451,500
Total capital	2,279,982
Total capitalization	$	2,731,482
Debt to total capitalization	16.5		%
Debt(1)	$	451,500
Less: Cash and cash equivalents	351,127
Net debt	100,373
Total capital	2,279,982
Total net capitalization	$	2,380,355
Net debt to total capitalization(2)	4.2		%

(1) For purposes of this calculation, debt is the amount due on the Company’s notes payable before offsetting for capitalized deferred financing costs.

(2) Net debt to total capitalization is a non-GAAP financial measure defined as net debt (debt less cash and cash equivalents) divided by total net capitalization (net debt plus total capital). The Company believes the ratio of net debt to total capitalization is a relevant and a useful financial measure to investors in understanding the leverage employed in the Company’s operations. However, because net debt to total capitalization is not calculated in accordance with GAAP, this financial measure should not be considered in isolation or as an alternative to financial measures prescribed by GAAP. Rather, this non-GAAP financial measure should be used to supplement the Company’s GAAP results.

Segment Results

The following tables reconcile the results of operations of our segments to our consolidated results for the three and nine months ended September 30, 2025 (in thousands):

	Three Months Ended September 30, 2025
	Valencia		San Francisco		Great Park		Hearthstone		Total reportable segments		Corporate and unallocated		Total under management		Removal of unconsolidated entities(1)		Total consolidated
REVENUES:
Land sales	$	(12)	$	—	$	273,072	$	—	$	273,060	$	—	$	273,060	$	(273,072)	$	(12)
Land sales—related party	—		—		—		—		—		—		—		—		—
Management services—related party(2)	—		—		9,432		3,394		12,826		—		12,826		—		12,826
Operating properties	498		176		—		—		674		—		674		—		674
Total revenues	486		176		282,504		3,394		286,560		—		286,560		(273,072)		13,488
COSTS AND EXPENSES:
Land sales	—		—		64,883		—		64,883		—		64,883		(64,883)		—
Management services(2)	—		—		2,714		2,741		5,455		—		5,455		—		5,455
Operating properties	1,631		—		—		—		1,631		—		1,631		—		1,631
Selling, general, and administrative	2,230		1,156		2,532		—		5,918		10,908		16,826		(2,532)		14,294
Management fees—related party	—		—		6,138		—		6,138		—		6,138		(6,138)		—
Total costs and expenses	3,861		1,156		76,267		2,741		84,025		10,908		94,933		(73,553)		21,380
OTHER INCOME (EXPENSE):
Interest income	—		3		2,115		7		2,125		4,474		6,599		(2,115)		4,484
Loss on extinguishment of debt	—		—		—		—		—		(1,824)		(1,824)		—		(1,824)
Miscellaneous	8		—		—		—		8		—		8		—		8
Total other income	8		3		2,115		7		2,133		2,650		4,783		(2,115)		2,668
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES	—		—		—		174		174		415		589		69,548		70,137
SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION	(3,367)		(977)		208,352		834		204,842		(7,843)		196,999		(132,086)		64,913
INCOME TAX PROVISION	—		—		—		—		—		(9,199)		(9,199)		—		(9,199)
SEGMENT (LOSS) PROFIT/NET INCOME	$	(3,367)	$	(977)	$	208,352	$	834	$	204,842	$	(17,042)	$	187,800	$	(132,086)	$	55,714

(1) Represents the removal of the Great Park Venture operating results, which are included in the Great Park segment operating results at 100% of the venture’s historical basis but are not included in our consolidated results as we account for our investment in the venture using the equity method of accounting.

After the sale of the Gateway Commercial Venture’s commercial operating assets in December 2024, the Company’s commercial segment is no longer operating. The equity in earnings from the Company’s investment in the Gateway Commercial Venture is reported within the corporate and unallocated column in the table above.

(2) The amounts for the Great Park segment represent the revenues and expenses attributable to the management company for providing services to the Great Park Venture as applicable.

	Nine Months Ended September 30, 2025
	Valencia		San Francisco		Great Park		Hearthstone		Total reportable segments		Corporate and unallocated		Total under management		Removal of unconsolidated entities(1)		Total consolidated
REVENUES:
Land sales	$	70	$	—	$	630,717	$	—	$	630,787	$	—	$	630,787	$	(630,717)	$	70
Land sales—related party	—		—		—		—		—		—		—		—		—
Management services—related party(2)	—		—		28,942		3,394		32,336		—		32,336		—		32,336
Operating properties	1,190		522		—		—		1,712		—		1,712		—		1,712
Total revenues	1,260		522		659,659		3,394		664,835		—		664,835		(630,717)		34,118
COSTS AND EXPENSES:
Land sales	—		—		151,121		—		151,121		—		151,121		(151,121)		—
Management services(2)	—		—		8,105		2,741		10,846		—		10,846		—		10,846
Operating properties	4,891		—		—		—		4,891		—		4,891		—		4,891
Selling, general, and administrative	8,629		3,534		7,073		—		19,236		32,482		51,718		(7,073)		44,645
Management fees—related party	—		—		21,749		—		21,749		—		21,749		(21,749)		—
Total costs and expenses	13,520		3,534		188,048		2,741		207,843		32,482		240,325		(179,943)		60,382
OTHER INCOME (EXPENSE):
Interest income	—		20		5,517		7		5,544		13,474		19,018		(5,517)		13,501
Loss on extinguishment of debt	—		—		—		—		—		(1,824)		(1,824)		—		(1,824)
Miscellaneous	804		—		—		—		804		—		804		—		804
Total other income	804		20		5,517		7		6,348		11,650		17,998		(5,517)		12,481
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES	425		—		—		174		599		1,028		1,627		157,094		158,721
SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION	(11,031)		(2,992)		477,128		834		463,939		(19,804)		444,135		(299,197)		144,938
INCOME TAX PROVISION	—		—		—		—		—		(20,062)		(20,062)		—		(20,062)
SEGMENT (LOSS) PROFIT/NET INCOME	$	(11,031)	$	(2,992)	$	477,128	$	834	$	463,939	$	(39,866)	$	424,073	$	(299,197)	$	124,876

(2) The amounts for the Great Park segment represent the revenues and expenses attributable to the management company for providing services to the Great Park Venture as applicable.

The table below reconciles the Great Park segment results to the equity in earnings from our investment in the Great Park Venture that is reflected in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025 (in thousands):

	Three Months Ended<br>September 30, 2025
Segment profit from operations	$	208,352	$	477,128
Less net income of management company attributed to the Great Park segment	6,718		20,837
Net income of the Great Park Venture	201,634		456,291
The Company’s share of net income of the Great Park Venture	75,613		171,109
Basis difference amortization, net	(6,065)		(14,015)
Equity in earnings from the Great Park Venture	$	69,548	$	157,094