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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.
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 2 ex-991xfphx63026x8k.htm EX-99.1 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
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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
or
Media:
Eric Morgan, 949-349-1088
Eric.Morgan@fivepoint.com
Source: Five Point Holdings, LLC
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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 

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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 


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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.

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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 —  1,620  19  1,640  2,639  4,279  (1,620) 2,659 
Miscellaneous 36  —  —  —  36  —  36  —  36 
Total other income 36  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.
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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 —  3,489  33  3,524  5,891  9,415  (3,489) 5,926 
Miscellaneous 644  —  —  —  644  —  644  —  644 
Total other income 644  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 
(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 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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