Form 8-K

8-K — Five Point Holdings, LLC

Accession: 0001574197-26-000008

Filed: 2026-04-23

Period: 2026-04-23

CIK: 0001574197

SIC: 6500 (REAL ESTATE)

Item: Results of Operations and Financial Condition

Item: Other Events

Documents

8-K — fph-20260423.htm (Primary)

EX-99.1 (ex-991xfphx33126x8k.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: fph-20260423.htm · Sequence: 1

fph-20260423

0001574197false00015741972026-04-232026-04-23

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

April 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 April 23, 2026, Five Point Holdings, LLC (the "Company") issued a press release announcing its results of operations for the three months ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01. Other Events.

On April 23, 2026, the Company announced that its Board of Directors authorized a share repurchase of up to $40.0 million of the Company’s outstanding Class A common shares, effective immediately. Repurchases may be made at management’s discretion from time to time on the open market, through privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with applicable securities laws and other restrictions, including Rule 10b-18 under the Exchange Act. The authorized share repurchase has no expiration date and may be modified, suspended for periods or discontinued at any time and does not obligate the Company to repurchase any shares. The timing and total amount of share repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing share prices, and other considerations. The Company expects to fund repurchases with existing cash balances and cash flow from operations.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press Release, dated April 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: April 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-991xfphx33126x8k.htm · Sequence: 2

Document

Exhibit 99.1

Five Point Holdings, LLC Reports First Quarter 2026 Results

Announces $40 Million Share Repurchase Authorization

First Quarter 2026 Highlights

•Great Park builder sales of 82 homes during the quarter.

•Valencia builder sales of 90 homes during the quarter.

•Consolidated revenues of $13.6 million; consolidated net loss of $5.0 million.

•Cash and cash equivalents of $332.6 million as of March 31, 2026.

•Debt to total capitalization ratio of 16.3% and liquidity of $550.1 million as of March 31, 2026.

Irvine, CA, April 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 first quarter 2026 results.

Dan Hedigan, President and Chief Executive Officer, said, “As expected, we began 2026 with a relatively quiet first quarter from a land sales perspective, reflecting the timing of transactions that we anticipate closing in the third and fourth quarters. During the first quarter, we generated $13.6 million in revenue and reported a consolidated net loss of $5.0 million, while maintaining a strong liquidity position of $550.1 million, including $332.6 million of cash and cash equivalents. Our balance sheet strength provides us with the flexibility to navigate the current market environment and to adjust the pace and structure of our land sales in order to protect long-term value. We are also pleased to announce that our Board of Directors has approved a $40 million share repurchase, which we believe represents an attractive opportunity to deploy capital given current share price levels. The size and structure of the authorized repurchase will provide us with the flexibility to repurchase shares while continuing to execute on our development activities and strategic growth initiatives. Looking ahead, we are maintaining our prior guidance for 2026 of approximately $100 million of consolidated net income for the full year.”

Consolidated Results

Liquidity and Capital Resources

As of March 31, 2026, total liquidity of $550.1 million was comprised of cash and cash equivalents totaling $332.6 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 March 31, 2026

Revenues. Revenues of $13.6 million for the three months ended March 31, 2026 were primarily generated from management services at our Great Park and Hearthstone segments.

Selling, general, and administrative. Selling, general, and administrative expenses were $14.7 million for the three months ended March 31, 2026.

Net loss. Consolidated net loss for the quarter was $5.0 million. Net loss attributable to noncontrolling interests totaled $2.7 million, resulting in net loss attributable to the Company of $2.2 million. Net loss attributable to noncontrolling interests primarily represents the portion of loss 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.

Share Repurchase Authorization

Today, the Company announced that its Board of Directors authorized a share repurchase of up to $40 million of the Company’s outstanding Class A common shares, effective immediately. Repurchases may be made at management’s discretion from time to time on the open market, through privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with applicable securities laws and other restrictions, including Rule 10b-18 under the Exchange Act. The share repurchase program has no expiration date and may be modified, suspended for periods or discontinued at any time and does not obligate the Company to repurchase any shares. The timing and total amount of share repurchases will depend upon business, economic and market conditions,

corporate and regulatory requirements, prevailing share prices, and other considerations. The Company expects to fund repurchases with existing cash balances and cash flow from operations.

Conference Call Information

In conjunction with this release, Five Point will host a conference call on Thursday, April 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 13760204. The telephonic replay will be available until 11:59 p.m. Eastern Time on May 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 March 31,

2026 2025

REVENUES:

Land sales

$ — $ 98

Land sales—related party

— —

Management services—related party

12,984 12,551

Operating properties

597 508

Total revenues

13,581 13,157

COSTS AND EXPENSES:

Land sales

— —

Management services

6,894 3,061

Operating properties

1,580 1,487

Selling, general, and administrative

14,749 14,765

Total costs and expenses

23,223 19,313

OTHER INCOME:

Interest income

3,267 4,050

Miscellaneous

608 775

Total other income 3,875 4,825

EQUITY IN (LOSS) EARNINGS FROM UNCONSOLIDATED ENTITIES (145) 71,439

(LOSS) INCOME BEFORE INCOME TAX BENEFIT (PROVISION) (5,912) 70,108

INCOME TAX BENEFIT (PROVISION) 942 (9,522)

NET (LOSS) INCOME (4,970) 60,586

LESS NET (LOSS) INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS (2,743) 37,302

NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY $ (2,227) $ 23,284

NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE

Basic

$ (0.03) $ 0.33

Diluted

(0.03) 0.32

WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING

Basic

71,515,710 69,513,757

Diluted

71,515,710 148,824,110

NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE

Basic and diluted

$ (0.00) $ 0.00

WEIGHTED AVERAGE CLASS B SHARES OUTSTANDING

Basic and diluted 76,096,410 79,233,544

FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except shares)

(Unaudited)

March 31, 2026 December 31, 2025

ASSETS

INVENTORIES

$ 2,476,421 $ 2,443,279

INVESTMENT IN UNCONSOLIDATED ENTITIES

152,277 153,087

PROPERTIES AND EQUIPMENT, NET

29,167 29,264

INTANGIBLE ASSET, NET—RELATED PARTY

16,417 17,250

GOODWILL 69,812 69,812

CASH AND CASH EQUIVALENTS

332,566 425,546

RESTRICTED CASH AND CERTIFICATES OF DEPOSIT

992 992

RELATED PARTY ASSETS

91,129 89,509

OTHER ASSETS

18,686 20,264

TOTAL

$ 3,187,467 $ 3,249,003

LIABILITIES AND CAPITAL

LIABILITIES:

Notes payable, net

$ 443,698 $ 443,348

Accounts payable and other liabilities

105,504 106,199

Related party liabilities

21,621 70,973

Deferred income tax liability, net

57,277 58,343

Payable pursuant to tax receivable agreement

181,945 181,544

Total liabilities

810,045 860,407

REDEEMABLE NONCONTROLLING INTERESTS 69,831 70,155

CAPITAL:

Class A common shares; No par value; Issued and outstanding: March 31, 2026—72,320,181 shares; December 31, 2025—71,100,768 shares

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

Contributed capital

617,784 616,751

Retained earnings

225,816 228,043

Accumulated other comprehensive loss

(1,551) (1,549)

Total members’ capital

842,049 843,245

Noncontrolling interests

1,465,542 1,475,196

Total capital

2,307,591 2,318,441

TOTAL

$ 3,187,467 $ 3,249,003

FIVE POINT HOLDINGS, LLC

SUPPLEMENTAL DATA

(In thousands)

(Unaudited)

Liquidity

March 31, 2026

Cash and cash equivalents $ 332,566

Borrowing capacity(1)

217,500

Total liquidity $ 550,066

(1) As of March 31, 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

March 31, 2026

Debt(1)

$ 450,000

Total capital 2,307,591

Total capitalization $ 2,757,591

Debt to total capitalization 16.3 %

Debt(1)

$ 450,000

Less: Cash and cash equivalents 332,566

Net debt 117,434

Total capital 2,307,591

Total net capitalization $ 2,425,025

Net debt to total capitalization(2)

4.8 %

(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 table reconciles the results of operations of our segments to our consolidated results for the three months ended March 31, 2026 (in thousands):

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 $ — $ — $ 3,607 $ — $ 3,607 $ — $ 3,607 $ (3,607) $ —

Land sales—related party — — — — — — — — —

Management services—related party(2)

— — 6,856 6,128 12,984 — 12,984 — 12,984

Operating properties 420 177 — — 597 — 597 — 597

Total revenues 420 177 10,463 6,128 17,188 — 17,188 (3,607) 13,581

COSTS AND EXPENSES:

Land sales — — — — — — — — —

Management services(2)

— — 2,111 4,783 6,894 — 6,894 — 6,894

Operating properties 1,580 — — — 1,580 — 1,580 — 1,580

Selling, general, and administrative 2,500 1,561 1,150 — 5,211 10,688 15,899 (1,150) 14,749

Management fees—related party — — 7,130 — 7,130 — 7,130 (7,130) —

Total costs and expenses 4,080 1,561 10,391 4,783 20,815 10,688 31,503 (8,280) 23,223

OTHER INCOME:

Interest income — 1 1,869 14 1,884 3,252 5,136 (1,869) 3,267

Miscellaneous 608 — — — 608 — 608 — 608

Total other income 608 1 1,869 14 2,492 3,252 5,744 (1,869) 3,875

EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES 207 — — 302 509 397 906 (1,051) (145)

SEGMENT (LOSS) PROFIT/LOSS BEFORE INCOME TAX BENEFIT (2,845) (1,383) 1,941 1,661 (626) (7,039) (7,665) 1,753 (5,912)

INCOME TAX BENEFIT — — — — — 942 942 — 942

SEGMENT (LOSS) PROFIT/NET LOSS $ (2,845) $ (1,383) $ 1,941 $ 1,661 $ (626) $ (6,097) $ (6,723) $ 1,753 $ (4,970)

(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.

The table below reconciles the Great Park segment results to the equity in loss from our investment in the Great Park Venture that is reflected in the condensed consolidated statement of operations for the three months ended March 31, 2026 (in thousands):

Segment profit from operations $ 1,941

Less net income of management company attributed to the Great Park segment 4,745

Net loss of the Great Park Venture (2,804)

The Company’s share of net loss of the Great Park Venture (1,051)

Basis difference amortization, net —

Equity in loss from the Great Park Venture $ (1,051)

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-Subsection d1-1

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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 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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- Definition

Trading symbol of an instrument as listed on an exchange.

+ 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 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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