8-K

Five Point Holdings, LLC (FPH)

8-K 2026-01-29 For: 2026-01-29
View Original
Added on April 04, 2026

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

January 29, 2026

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 January 29, 2026, Five Point Holdings, LLC issued a press release announcing its results of operations for the three months and twelve months ended December 31, 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 January 29, 2026
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: January 29, 2026

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 Fourth Quarter and Year-End 2025 Results

Fourth Quarter 2025 Highlights

•Valencia closed the sale of 13.8 acres of commercial land for a purchase price of $42.5 million.

•Great Park Venture sold 187 homesites on 19.7 acres of land for an aggregate base purchase price of $181.5 million.

•Great Park Venture distributions and incentive compensation payments to the Company totaled $73.6 million.

•Great Park builder sales of 78 homes during the quarter.

•Valencia builder sales of 70 homes during the quarter.

•Consolidated revenues of $75.9 million; consolidated net income of $58.7 million.

•Cash and cash equivalents of $425.5 million as of December 31, 2025.

•Debt to total capitalization ratio of 16.3% and liquidity of $643.0 million as of December 31, 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.

Additional 2025 Highlights

•Great Park Venture sold 920 homesites on 75.6 acres of land for an aggregate base purchase price of $781.7 million.

•Great Park Venture distributions and incentive compensation payments to the Company totaled $319.9 million.

•Great Park builder sales of 611 homes during the year.

•Valencia builder sales of 238 homes during the year.

•Consolidated revenues of $110.0 million; consolidated net income of $183.5 million.

•In July 2025, closed the acquisition of a 75% interest in our new land banking venture, Hearthstone Residential Holdings, LLC, for $57.6 million.

•In September 2025, 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.

•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.

Irvine, CA, January 29, 2026 (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 fourth quarter and year-end 2025 results.

Dan Hedigan, President and Chief Executive Officer, said, “I am very pleased to report that we ended 2025 with another strong quarter, generating consolidated net income of $58.7 million, which allowed us to exceed the high end of our revised guidance by achieving record consolidated net income for the full year of $183.5 million. We ended the year with cash and cash equivalents totaling $425.5 million and total liquidity of $643.0 million. These results reflect continued pricing strength at the Great Park and disciplined execution across our platform in the face of challenging market conditions in the broader housing market. During the fourth quarter, we completed meaningful residential land sales at the Great Park and an industrial land sale at Valencia, and we secured critical entitlement approvals at both Valencia and the Great Park, which will accelerate future development and enhance long-term land value. As we enter 2026, we continue to monitor the impacts of affordability and consumer confidence as we focus on optimizing land sales across our communities. Our strong liquidity and reduced leverage levels provide us with capital allocation flexibility, including the ability to grow our asset-light revenue streams and create long-term value for our shareholders. Based on our current expectations, we believe that we will see consolidated annual net income for 2026 of approximately $100 million.”

Consolidated Results

Liquidity and Capital Resources

As of December 31, 2025, total liquidity of $643.0 million was comprised of cash and cash equivalents totaling $425.5 million and borrowing availability of $217.5 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 December 31, 2025

Revenues. Revenues of $75.9 million for the three months ended December 31, 2025 were primarily generated from management services at our Great Park segment and land sales at our Valencia segment. At Valencia we closed the sale of 13.8 acres of commercial land for a purchase price of $42.5 million.

Equity in earnings from unconsolidated entities. Equity in earnings from unconsolidated entities was $44.9 million for the three months ended December 31, 2025. The Great Park Venture generated net income of $128.2 million during the three months ended December 31, 2025, and our share of the net income from our 37.5% percentage interest, adjusted for basis differences, was $44.2 million.

During the three months ended December 31, 2025, the Great Park Venture sold 187 homesites on 19.7 acres of land at the Great Park Neighborhoods for an aggregate purchase price of $181.5 million. The Great Park Venture made aggregate distributions of $154.6 million to holders of Percentage Interests during the three months ended December 31, 2025. We received $58.0 million for our 37.5% Percentage Interest.

Selling, general, and administrative. Selling, general, and administrative expenses were $16.0 million for the three months ended December 31, 2025.

Net income. Consolidated net income for the quarter was $58.7 million. Net income attributable to noncontrolling interests totaled $35.4 million, resulting in net income attributable to the Company of $23.3 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.

Results of Operations for the Twelve Months Ended December 31, 2025

Revenues. Revenues of $110.0 million for the twelve months ended December 31, 2025 were primarily generated from management services at our Great Park segment and land sales at our Valencia segment. At Valencia we closed the sale of 13.8 acres of commercial land for a purchase price of $42.5 million.

Equity in earnings from unconsolidated entities. Equity in earnings from unconsolidated entities was $203.6 million for the twelve months ended December 31, 2025. The Great Park Venture generated net income of $584.5 million during the twelve months ended December 31, 2025, and our share of the net income from our 37.5% percentage interest, adjusted for basis differences, was $201.3 million.

During the twelve months ended December 31, 2025, the Great Park Venture sold 920 homesites on 75.6 acres of land at the Great Park Neighborhoods for an aggregate purchase price of $781.7 million. The Great Park Venture made aggregate distributions of $672.0 million to holders of Percentage Interests during the twelve months ended December 31, 2025. We received $252.0 million for our 37.5% Percentage Interest.

Selling, general, and administrative. Selling, general, and administrative expenses were $60.6 million for the twelve months ended December 31, 2025.

Net income. Consolidated net income for the year was $183.5 million. Net income attributable to noncontrolling interests totaled $112.6 million, resulting in net income attributable to the Company of $71.0 million.

Conference Call Information

In conjunction with this release, Five Point will host a conference call on Thursday, January 29, 2026 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 13758371. The telephonic replay will be available until 11:59 p.m. Eastern Time on February 7, 2026.

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

or

Media:

Eric Morgan, 949-349-1088

Eric.Morgan@fivepoint.com

Source: Five Point Holdings, LLC

FIVE POINT HOLDINGS, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

(Unaudited)

Three Months Ended December 31, Twelve Months Ended December 31,
2025 2024 2025 2024
REVENUES:
Land sales $ 42,380 $ 137,883 $ 42,450 $ 139,097
Land sales—related party
Management services—related party 32,968 21,369 65,304 96,404
Operating properties 554 534 2,266 2,425
Total revenues 75,902 159,786 110,020 237,926
COSTS AND EXPENSES:
Land sales 29,719 90,109 29,719 90,109
Management services 9,543 4,385 20,389 23,852
Operating properties 1,792 1,035 6,683 5,134
Selling, general, and administrative 15,972 14,220 60,617 51,233
Total costs and expenses 57,026 109,749 117,408 170,328
OTHER INCOME (EXPENSE):
Interest income 3,753 2,283 17,254 10,858
(Loss) on debt extinguishment 5 (1,819)
Miscellaneous 16 (120) 820 (5,977)
Total other income 3,774 2,163 16,255 4,881
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES 44,871 87,546 203,592 132,617
INCOME BEFORE INCOME TAX PROVISION 67,521 139,746 212,459 205,096
INCOME TAX PROVISION (8,863) (18,757) (28,925) (27,462)
NET INCOME 58,658 120,989 183,534 177,634
LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS 35,367 74,496 112,568 109,337
NET INCOME ATTRIBUTABLE TO THE COMPANY $ 23,291 $ 46,493 $ 70,966 $ 68,297
NET INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE
Basic $ 0.33 $ 0.67 $ 1.01 $ 0.98
Diluted $ 0.31 $ 0.65 $ 0.96 $ 0.96
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING
Basic 70,821,440 69,318,760 69,976,942 69,224,327
Diluted 150,306,904 147,357,691 149,299,535 146,944,944
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 76,539,701 79,233,544 78,554,548 79,233,544

FIVE POINT HOLDINGS, LLC

CONSOLIDATED BALANCE SHEETS

(In thousands, except shares)

(Unaudited)

December 31, 2025 December 31, 2024
ASSETS
INVENTORIES $ 2,443,279 $ 2,298,080
INVESTMENT IN UNCONSOLIDATED ENTITIES 153,087 185,324
PROPERTIES AND EQUIPMENT, NET 29,264 29,487
INTANGIBLE ASSET, NET—RELATED PARTY 17,250 9,037
GOODWILL 69,812
CASH AND CASH EQUIVALENTS 425,546 430,875
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT 992 992
RELATED PARTY ASSETS 89,509 101,670
OTHER ASSETS 20,264 20,952
TOTAL $ 3,249,003 $ 3,076,417
LIABILITIES AND CAPITAL
LIABILITIES:
Notes payable, net $ 443,348 $ 525,737
Accounts payable and other liabilities 106,199 100,292
Related party liabilities 70,973 63,297
Deferred income tax liability, net 58,343 33,570
Payable pursuant to tax receivable agreement 181,544 173,424
Total liabilities 860,407 896,320
REDEEMABLE NONCONTROLLING INTERESTS 70,155 25,000
CAPITAL:
Class A common shares; No par value; Issued and outstanding: December 31, 2025—71,100,768 shares; December 31, 2024—69,369,234 shares
Class B common shares; No par value; Issued and outstanding: December 31, 2025—76,096,410 shares; December 31, 2024—79,233,544 shares
Contributed capital 616,751 593,827
Retained earnings 228,043 157,077
Accumulated other comprehensive loss (1,549) (1,468)
Total members’ capital 843,245 749,436
Noncontrolling interests 1,475,196 1,405,661
Total capital 2,318,441 2,155,097
TOTAL $ 3,249,003 $ 3,076,417

FIVE POINT HOLDINGS, LLC

SUPPLEMENTAL DATA

(In thousands)

(Unaudited)

Liquidity

December 31, 2025
Cash and cash equivalents $ 425,546
Borrowing capacity(1) 217,500
Total liquidity $ 643,046

(1) As of December 31, 2025, no borrowings or letters of credit were outstanding on the Company’s $217.5 million revolving credit facility.

Debt to Total Capitalization and Net Debt to Total Capitalization

December 31, 2025
Debt(1) $ 450,000
Total capital 2,318,441
Total capitalization $ 2,768,441
Debt to total capitalization 16.3 %
Debt(1) $ 450,000
Less: Cash and cash equivalents 425,546
Net debt 24,454
Total capital 2,318,441
Total net capitalization $ 2,342,895
Net debt to total capitalization(2) 1.0 %

(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 twelve months ended December 31, 2025 (in thousands):

Three Months Ended December 31, 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 $ 42,380 $ $ 194,942 $ $ 237,322 $ $ 237,322 $ (194,942) $ 42,380
Land sales—related party
Management services—related party(2) 24,570 8,398 32,968 32,968 32,968
Operating properties 377 177 554 554 554
Total revenues 42,757 177 219,512 8,398 270,844 270,844 (194,942) 75,902
COSTS AND EXPENSES:
Land sales 29,719 44,779 74,498 74,498 (44,779) 29,719
Management services(2) 3,953 5,590 9,543 9,543 9,543
Operating properties 1,792 1,792 1,792 1,792
Selling, general, and administrative 2,513 1,901 2,548 6,962 11,558 18,520 (2,548) 15,972
Management fees—related party 21,264 21,264 21,264 (21,264)
Total costs and expenses 34,024 1,901 72,544 5,590 114,059 11,558 125,617 (68,591) 57,026
OTHER INCOME:
Interest income 5 1,837 17 1,859 3,731 5,590 (1,837) 3,753
(Loss) on extinguishment of debt 5 5 5
Miscellaneous 16 16 16 16
Total other income 16 5 1,837 17 1,875 3,736 5,611 (1,837) 3,774
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES 35 223 258 418 676 44,195 44,871
SEGMENT PROFIT (LOSS)/INCOME BEFORE INCOME TAX PROVISION 8,784 (1,719) 148,805 3,048 158,918 (7,404) 151,514 (83,993) 67,521
INCOME TAX PROVISION (8,863) (8,863) (8,863)
SEGMENT PROFIT (LOSS)/NET INCOME $ 8,784 $ (1,719) $ 148,805 $ 3,048 $ 158,918 $ (16,267) $ 142,651 $ (83,993) $ 58,658

(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.

Twelve Months Ended December 31, 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 $ 42,450 $ $ 825,659 $ $ 868,109 $ $ 868,109 $ (825,659) $ 42,450
Land sales—related party
Management services—related party(2) 53,512 11,792 65,304 65,304 65,304
Operating properties 1,567 699 2,266 2,266 2,266
Total revenues 44,017 699 879,171 11,792 935,679 935,679 (825,659) 110,020
COSTS AND EXPENSES:
Land sales 29,719 195,900 225,619 225,619 (195,900) 29,719
Management services(2) 12,058 8,331 20,389 20,389 20,389
Operating properties 6,683 6,683 6,683 6,683
Selling, general, and administrative 11,142 5,435 9,621 26,198 44,040 70,238 (9,621) 60,617
Management fees—related party 43,013 43,013 43,013 (43,013)
Total costs and expenses 47,544 5,435 260,592 8,331 321,902 44,040 365,942 (248,534) 117,408
OTHER INCOME (EXPENSE):
Interest income 25 7,354 24 7,403 17,205 24,608 (7,354) 17,254
Loss on extinguishment of debt (1,819) (1,819) (1,819)
Miscellaneous 820 820 820 820
Total other income 820 25 7,354 24 8,223 15,386 23,609 (7,354) 16,255
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES 460 397 857 1,446 2,303 201,289 203,592
SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION (2,247) (4,711) 625,933 3,882 622,857 (27,208) 595,649 (383,190) 212,459
INCOME TAX PROVISION (28,925) (28,925) (28,925)
SEGMENT (LOSS) PROFIT/NET INCOME $ (2,247) $ (4,711) $ 625,933 $ 3,882 $ 622,857 $ (56,133) $ 566,724 $ (383,190) $ 183,534

(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.

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 consolidated statements of operations for the three and twelve months ended December 31, 2025 (in thousands):

Three Months Ended<br>December 31, 2025 Twelve Months Ended<br>December 31, 2025
Segment profit from operations $ 148,805 $ 625,933
Less net income of management company attributed to the Great Park segment 20,617 41,454
Net income of the Great Park Venture 128,188 584,479
The Company’s share of net income of the Great Park Venture 48,071 219,180
Basis difference amortization, net (3,876) (17,891)
Equity in earnings from the Great Park Venture $ 44,195 $ 201,289

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