Form 8-K

8-K — Five Point Holdings, LLC

Accession: 0001574197-26-000025

Filed: 2026-07-23

Period: 2026-07-23

CIK: 0001574197

SIC: 6500 (REAL ESTATE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — fph-20260723.htm (Primary)

EX-99.1 (ex-991xfphx63026x8k.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: fph-20260723.htm · Sequence: 1

fph-20260723

0001574197false00015741972026-07-232026-07-23

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

July 23, 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

of incorporation) (Commission

File Number) (I.R.S. Employer

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

Symbol(s) Name of each exchange

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 July 23, 2026, Five Point Holdings, LLC issued a press release announcing its results of operations for the three months ended June 30, 2026. 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 July 23, 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: July 23, 2026

FIVE POINT HOLDINGS, LLC

By: /s/ Michael Alvarado

Name: Michael Alvarado

Title: Chief Operating Officer, Chief Legal Officer and Vice President

EX-99.1

Filename: ex-991xfphx63026x8k.htm · Sequence: 2

Document

Exhibit 99.1

Five Point Holdings, LLC Reports Second Quarter 2026 Results

Second Quarter 2026 Highlights

•Great Park Venture sold 17.7 acres of commercial land planned for senior living uses for a purchase price of $159.3 million.

•Great Park Venture distributions and incentive compensation payments to the Company totaled $43.6 million.

•Gateway Commercial Venture distribution to the Company of $33.1 million.

•Great Park builder sales of 56 homes during the quarter.

•Valencia builder sales of 78 homes during the quarter.

•Consolidated revenues of $13.9 million; consolidated net income of $29.9 million.

•Cash and cash equivalents of $348.4 million as of June 30, 2026.

•Debt to total capitalization ratio of 16.2% and liquidity of $565.9 million as of June 30, 2026.

Irvine, CA, July 23, 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 second quarter 2026 results.

Dan Hedigan, President and Chief Executive Officer, said, “I am pleased to report that Five Point generated consolidated net income of $29.9 million in the second quarter and ended the quarter with total liquidity of $565.9 million, including $348.4 million of cash and cash equivalents. During the quarter, the Great Park Venture completed the sale of 17.7 acres planned for a senior living retirement community for $159.3 million, further demonstrating the substantial value embedded in our California communities. We also received $79.6 million in distributions and incentive compensation payments from our joint ventures, while continuing to grow our recurring management and investment income through our Hearthstone Venture and the Great Park Venture. These results reflect the progress we are making toward a more diversified and capital-efficient business model. Although housing market conditions remain uncertain, the scarcity of entitled land in our markets continues to support the long-term value of our communities. We remain actively engaged with builders regarding additional homesite sales, and we expect that our remaining land sales activity will occur during the fourth quarter, subject to market conditions. At this time, we are not updating or altering our prior guidance of approximately $100 million in consolidated net income for 2026.”

Consolidated Results

Liquidity and Capital Resources

As of June 30, 2026, total liquidity of $565.9 million was comprised of cash and cash equivalents totaling $348.4 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 June 30, 2026

Revenues. Revenues of $13.9 million for the three months ended June 30, 2026 were primarily generated from management services at our Great Park and Hearthstone segments.

Equity in earnings from unconsolidated entities. Equity in earnings from unconsolidated entities was $41.0 million for the three months ended June 30, 2026. The Great Park Venture generated net income of $114.2 million during the three months ended June 30, 2026, and our share of the net income from our 37.5% percentage interest, adjusted for basis differences, was $39.7 million.

During the three months ended June 30, 2026, the Great Park Venture sold 17.7 acres of commercial land planned for senior living uses at the Great Park Neighborhoods for a purchase price of $159.3 million. The Great Park Venture made aggregate distributions of $91.6 million to holders of percentage interests during the three months ended June 30, 2026. We received $34.4 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 June 30, 2026.

Net income. Consolidated net income for the quarter was $29.9 million. Net income attributable to noncontrolling interests totaled $19.1 million, resulting in net income attributable to the Company of $10.9 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 or loss allocated to noncontrolling interests in subsequent periods.

Conference Call Information

In conjunction with this release, Five Point will host a conference call on Thursday, July 23, 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 13761889. The telephonic replay will be available until 11:59 p.m. Eastern Time on August 2, 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 20 million square feet of commercial space. Five Point’s Hearthstone platform provides management services to residential land banking funds and oversees approximately $3.4 billion in assets under management.

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 our share repurchase program and other 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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

REVENUES:

Land sales

$ (211) $ (16) $ (211) $ 82

Land sales—related party

(1,211) — (1,211) —

Management services—related party

14,712 6,959 27,696 19,510

Operating properties

612 530 1,209 1,038

Total revenues

13,902 7,473 27,483 20,630

COSTS AND EXPENSES:

Land sales

— — — —

Management services

5,587 2,330 12,481 5,391

Operating properties

1,605 1,773 3,185 3,260

Selling, general, and administrative

14,294 15,586 29,043 30,351

Total costs and expenses

21,486 19,689 44,709 39,002

OTHER INCOME:

Interest income

2,659 4,967 5,926 9,017

Miscellaneous

36 21 644 796

Total other income 2,695 4,988 6,570 9,813

EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES 41,030 17,145 40,885 88,584

INCOME BEFORE INCOME TAX PROVISION 36,141 9,917 30,229 80,025

INCOME TAX PROVISION (6,207) (1,341) (5,265) (10,863)

NET INCOME 29,934 8,576 24,964 69,162

LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS 19,073 5,256 16,330 42,558

NET INCOME ATTRIBUTABLE TO THE COMPANY $ 10,861 $ 3,320 $ 8,634 $ 26,604

NET INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE

Basic

$ 0.15 $ 0.05 $ 0.12 $ 0.38

Diluted

$ 0.15 0.05 $ 0.12 $ 0.36

WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING

Basic

72,138,474 69,763,845 71,828,813 69,639,492

Diluted

149,093,240 148,724,073 149,303,258 148,743,245

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 76,096,410 79,233,544 76,096,410 79,233,544

FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except shares)

(Unaudited)

June 30, 2026 December 31, 2025

ASSETS

INVENTORIES

$ 2,524,356 $ 2,443,279

INVESTMENT IN UNCONSOLIDATED ENTITIES

124,904 153,087

PROPERTIES AND EQUIPMENT, NET

29,217 29,264

INTANGIBLE ASSETS, NET—RELATED PARTY 15,389 17,250

GOODWILL 69,812 69,812

CASH AND CASH EQUIVALENTS

348,382 425,546

RESTRICTED CASH AND CERTIFICATES OF DEPOSIT

992 992

RELATED PARTY ASSETS

87,175 89,509

OTHER ASSETS

19,959 20,264

TOTAL

$ 3,220,186 $ 3,249,003

LIABILITIES AND CAPITAL

LIABILITIES:

Notes payable, net

$ 444,048 $ 443,348

Accounts payable and other liabilities

107,994 106,199

Related party liabilities

17,736 70,973

Deferred income tax liability, net

63,602 58,343

Payable pursuant to tax receivable agreement

181,501 181,544

Total liabilities

814,881 860,407

REDEEMABLE NONCONTROLLING INTERESTS 69,920 70,155

CAPITAL:

Class A common shares; No par value; Issued and outstanding: June 30, 2026—71,783,254 shares; December 31, 2025—71,100,768 shares

Class B common shares; No par value; Issued and outstanding: June 30, 2026—76,096,410 shares; December 31, 2025—76,096,410 shares

Contributed capital

613,863 616,751

Retained earnings

236,677 228,043

Accumulated other comprehensive loss

(1,545) (1,549)

Total members’ capital

848,995 843,245

Noncontrolling interests

1,486,390 1,475,196

Total capital

2,335,385 2,318,441

TOTAL

$ 3,220,186 $ 3,249,003

FIVE POINT HOLDINGS, LLC

SUPPLEMENTAL DATA

(In thousands)

(Unaudited)

Liquidity

June 30, 2026

Cash and cash equivalents $ 348,382

Borrowing capacity(1)

217,500

Total liquidity $ 565,882

(1) As of June 30, 2026, 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

June 30, 2026

Debt(1)

$ 450,000

Total capital 2,335,385

Total capitalization $ 2,785,385

Debt to total capitalization 16.2 %

Debt(1)

$ 450,000

Less: Cash and cash equivalents 348,382

Net debt 101,618

Total capital 2,335,385

Total net capitalization $ 2,437,003

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 six months ended June 30, 2026 (in thousands):

Three Months Ended June 30, 2026

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 $ (211) $ — $ 161,671 $ — $ 161,460 $ — $ 161,460 $ (161,671) $ (211)

Land sales—related party (1,211) — — — (1,211) — (1,211) — (1,211)

Management services—related party(2)

— — 9,132 5,580 14,712 — 14,712 — 14,712

Operating properties 432 180 — — 612 — 612 — 612

Total revenues (990) 180 170,803 5,580 175,573 — 175,573 (161,671) 13,902

COSTS AND EXPENSES:

Land sales — — 37,622 — 37,622 — 37,622 (37,622) —

Management services(2)

— — 2,351 3,236 5,587 — 5,587 — 5,587

Operating properties 1,605 — — — 1,605 — 1,605 — 1,605

Selling, general, and administrative 2,352 1,426 2,412 — 6,190 10,516 16,706 (2,412) 14,294

Management fees—related party — — 9,016 — 9,016 — 9,016 (9,016) —

Total costs and expenses 3,957 1,426 51,401 3,236 60,020 10,516 70,536 (49,050) 21,486

OTHER INCOME:

Interest income — 1 1,620 19 1,640 2,639 4,279 (1,620) 2,659

Miscellaneous 36 — — — 36 — 36 — 36

Total other income 36 1 1,620 19 1,676 2,639 4,315 (1,620) 2,695

EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES 312 — — 789 1,101 264 1,365 39,665 41,030

SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION (4,599) (1,245) 121,022 3,152 118,330 (7,613) 110,717 (74,576) 36,141

INCOME TAX PROVISION — — — — — (6,207) (6,207) — (6,207)

SEGMENT (LOSS) PROFIT/NET INCOME $ (4,599) $ (1,245) $ 121,022 $ 3,152 $ 118,330 $ (13,820) $ 104,510 $ (74,576) $ 29,934

(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.

(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.

Six Months Ended June 30, 2026

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 $ (211) $ — $ 165,278 $ — $ 165,067 $ — $ 165,067 $ (165,278) $ (211)

Land sales—related party (1,211) — — — (1,211) — (1,211) — (1,211)

Management services—related party(2)

— — 15,988 11,708 27,696 — 27,696 — 27,696

Operating properties 852 357 — — 1,209 — 1,209 — 1,209

Total revenues (570) 357 181,266 11,708 192,761 — 192,761 (165,278) 27,483

COSTS AND EXPENSES:

Land sales — — 37,622 — 37,622 — 37,622 (37,622) —

Management services(2)

— — 4,462 8,019 12,481 — 12,481 — 12,481

Operating properties 3,185 — — — 3,185 — 3,185 — 3,185

Selling, general, and administrative 4,852 2,987 3,562 — 11,401 21,204 32,605 (3,562) 29,043

Management fees—related party — — 16,146 — 16,146 — 16,146 (16,146) —

Total costs and expenses 8,037 2,987 61,792 8,019 80,835 21,204 102,039 (57,330) 44,709

OTHER INCOME:

Interest income — 2 3,489 33 3,524 5,891 9,415 (3,489) 5,926

Miscellaneous 644 — — — 644 — 644 — 644

Total other income 644 2 3,489 33 4,168 5,891 10,059 (3,489) 6,570

EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES 519 — — 1,091 1,610 661 2,271 38,614 40,885

SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION (7,444) (2,628) 122,963 4,813 117,704 (14,652) 103,052 (72,823) 30,229

INCOME TAX PROVISION — — — — — (5,265) (5,265) — (5,265)

SEGMENT (LOSS) PROFIT/NET INCOME $ (7,444) $ (2,628) $ 122,963 $ 4,813 $ 117,704 $ (19,917) $ 97,787 $ (72,823) $ 24,964

(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 six months ended June 30, 2026 (in thousands):

Three Months Ended

June 30, 2026 Six Months Ended

June 30, 2026

Segment profit from operations $ 121,022 $ 122,963

Less net income of management company attributed to the Great Park segment 6,781 11,526

Net income of the Great Park Venture 114,241 111,437

The Company’s share of net income of the Great Park Venture 42,840 41,789

Basis difference amortization, net (3,175) (3,175)

Equity in earnings from the Great Park Venture $ 39,665 $ 38,614

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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