8-K

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): August 23, 2021

Five Point Holdings, LLC

(Exact Name of Registrant as Specified in its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☒

Transition Arrangements with Emile Haddad

On August 23, 2021, Five Point Holdings, LLC (the “Company”) announced that its Founder, Chairman, Chief Executive Officer and President, Emile Haddad, will step down and transition from such positions effective September 30, 2021. In connection with this transition, Mr. Haddad will continue to serve as a member of the Company’s Board of Directors (the “Board”) and as Chairman Emeritus.

Also on August 23, 2021, Mr. Haddad and the Company entered into an employment transition agreement, whereby Mr. Haddad will continue in his current positions, at his current compensation levels, until September 30, 2021. Given his value to the Company going forward, Mr. Haddad and the Company also entered into an advisory agreement with an initial term of three years, which will become effective immediately following his transition. In his role as a senior advisor, Mr. Haddad will focus on enhancing the Company’s communities to stay true to the Company’s vision and will maintain critical relationships at the state and local level, as well as focusing on new ventures and initiatives the Company may consider pursuing in order to enhance shareholder value. Under the advisory agreement, Mr. Haddad will receive a monthly retainer of $416,666.66 and his existing equity awards will continue to vest in accordance with their terms. In the event of an involuntary termination of the advisory agreement by the Company other than for cause or by Mr. Haddad for good reason, Mr. Haddad’s death or disability, or a change in control of the Company, Mr. Haddad will remain eligible to receive the remaining payments under the advisory agreement for its then-current term (or, in the case of death or disability, for a period of 12 months (but in no event beyond the then-current term)), and his equity awards will accelerate (or remain eligible to vest, in the case of his performance-based equity awards).

The foregoing descriptions of the employment transition agreement and the advisory agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the employment transition agreement and advisory agreement, which will be filed as exhibits to the Company’s Form 10-Q to be filed for the quarter ending September 30, 2021 and are incorporated herein by reference.

Appointment of Executive Chairman and President

Concurrent with these changes, the Board elected Stuart Miller to the newly created position of Executive Chairman and elected Lynn Jochim as President of the Company in addition to retaining her position as Chief Operating Officer, in each case effective September 30, 2021. Ms. Jochim will also serve as interim “principal executive officer” of the Company within the meaning of the rules and regulations promulgated by the Securities and Exchange Commission. No new compensatory arrangements will be entered into with Mr. Miller or Ms. Jochim in connection with these appointments.

Ms. Jochim was named our Co-Chief Operating Officer in March 2018 and became our sole Chief Operating Officer in March 2020. From May 2016 until her appointment as Co-Chief Operating Officer, Ms. Jochim served as our Executive Vice President. From 2009 until May 2016, Ms. Jochim worked for our management company, Five Point Communities Management, Inc., being principally responsible for Great Park Neighborhoods. There is no arrangement or understanding between Ms. Jochim and any other person pursuant to which Ms. Jochim will serve as President and Chief Operating Officer of the Company. There are no family relationships between Ms. Jochim and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer and no transactions in which Ms. Jochim has an interest requiring disclosure under Item 404(a) of Regulation S-K.

(d) Exhibits

SIGNATURES

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

Date: August 23, 2021

EX-99.1

Exhibit 99.1

Five Point Holdings, LLC Announces Changes to its Board & Executive Positions

August 23, 2021

IRVINE, Calif.—(BUSINESS WIRE)— Five Point Holdings, LLC (“Five Point” or the “Company”) (NYSE:FPH), an owner and developer of large mixed-use planned communities in coastal California, announced today that its Founder, Emile Haddad, will step down and transition from his day to day roles as Chairman, Chief Executive Officer and President effective September 30, 2021. Mr. Haddad will remain as a member of the Board of Directors, and as the Company Founder, the Board elected him as Chairman Emeritus. Along with these changes, the Board of Directors named Stuart Miller as Executive Chairman and named Lynn Jochim as President of the Company in addition to retaining her position as Chief Operating Officer.

Given his value to the Company going forward, the Company has engaged Mr. Haddad as a senior advisor under an agreement with an initial term of three years. In his role as a senior advisor, Mr. Haddad will focus on enhancing our communities to stay true to the Company’s vision and will maintain critical relationships at the state and local level, as well as focusing on new ventures and initiatives the Company may consider pursuing in order to enhance shareholder value. Mr. Haddad will collaborate with Mr. Miller and build on the business relationship these two individuals have had for more than twenty-five years. He will also continue to work with Ms. Jochim and the rest of the executive team at Five Point, a team that has been working together in various capacities for more than twenty years.

Mr. Haddad said, “I simply could not be prouder to have led Five Point through its formative years, as it has become a true leader in community development and public-private partnerships. Five Point today has an extraordinary foundation for future success, with irreplaceable assets and a management team that is well positioned to take Five Point to the next level. I look forward to continuing to work with Stuart, Lynn and the rest of the management team to enhance the Five Point traditions of excellence, outreach and engagement as we shape the cities of the future.”

These announced changes recognize the significant contributions and effective leadership that each of these directors and executives have brought to Five Point and the continued guidance they will bring going forward. Today, Five Point is one of the largest developers of mixed use communities in coastal California, which are planned for approximately 40,000 homes and 23 million square feet of commercial space that will shape the future growth in Orange County, Los Angeles County and San Francisco.

Mr. Miller said, “Emile Haddad has been an innovator and leader in the national community development landscape. He founded and grew Five Point from its inception to its current maturity. He has developed an exceptional management team that is prepared to continue to develop the extraordinary Five Point communities as a true credit to their surroundings while driving shareholder value. I personally look forward to working with Lynn and the management team, along with Emile, to continue to build the Five Point franchise as a leader in community lifestyle development, environmental innovation, social equity and civic engagement.”

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^®^ (formerly known as Newhall Ranch^®^) in Los Angeles County, and Candlestick^®^ and The San Francisco Shipyard^®^ in the City of San Francisco. These communities are designed to include approximately 40,000 residential homes and approximately 23 million square feet of commercial space.

Contact for Information:

Erik Higgins, 949-425-5212

Erik.Higgins@fivepoint.com