UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38088 Five Point Holdings, LLC (Exact name of registrant as specified in its charter) | Delaware | | | 27-0599397 | | --- | --- | --- ...

Core Viewpoint - Five Point Holdings (FPH) is positioned as a discounted investment opportunity in high-quality tangible assets within the U.S. economy, benefiting from an IPO boom, declining mortgage rates, and growth in the AI job sector [1] Group 1: Market Dynamics - The equity market serves as a mechanism for wealth creation or destruction over the long term, influenced by daily price fluctuations [1] - The current environment includes an IPO boom and falling mortgage rates, which are expected to enhance investment opportunities [1] Group 2: Investment Strategy - Pacifica Yield focuses on long-term wealth creation by targeting undervalued high-growth companies, high-dividend stocks, REITs, and green energy firms [1]

IRVINE, Calif.--(BUSINESS WIRE)--Five Point Holdings, LLC ("Five Point†or the "Company†) (NYSE:FPH), an owner and developer of large mixed-use planned communities in California, today announced the formation of a new residential land banking investment partnership executed by its Hearthstone Residential Holdings platform ("Hearthstone†), with funds managed by Blue Owl Capital Inc. ("Blue Owl†) (NYSE: OWL). The investment partnership is designed to support the acquisition of residential homesit. ...

Core Insights - Five Point reported a record year in 2025, achieving $183.5 million in consolidated net income, driven by strong land sales and effective capital management [4][3][7] Financial Performance - The company generated $58.7 million of net income in Q4 2025, exceeding revised guidance by approximately $6 million [3] - Total distributions and incentive compensation from The Great Park Venture amounted to $73.6 million in Q4 [2] - Five Point's consolidated net income guidance for 2026 is approximately $100 million, with expectations of a small loss in Q1 [5][18] Land Sales and Development - In 2025, Five Point closed 13 programs totaling 920 home sites, maintaining pricing discipline [8] - Significant land sales included a $42.5 million industrial sale in Valencia and $181.5 million in home-program sales at The Great Park [7] - The company is in the bidding process for four new residential programs totaling about 27 acres, with expected completion by year-end 2026 [10] Community Updates - The Great Park saw strong demand with 78 homes sold in Q4, while Valencia experienced improved sales with 70 homes sold [11][7] - Valencia's entitlement progress included unanimous approval for the Entrada South and Valencia Commerce Center, providing over 10,000 entitled home sites [13] Hearthstone Integration - The integration of Hearthstone has increased assets under management from approximately $2.6 billion to $3.4 billion, with expectations to exceed $4 billion by the end of 2026 [6][15] - Hearthstone generated $8.4 million in revenue and $3 million in net income in Q4 [16] Capital Structure and Liquidity - Five Point refinanced its senior notes with $400 million of 8% notes, reducing annual interest expense by about $20 million [17] - The company ended 2025 with $425 million in cash and $643 million in total liquidity [5][17]

Financial Data and Key Metrics Changes - In Q4 2025, the company generated $58.7 million in net income, leading to an annual consolidated net income of $183.5 million, surpassing the previous record set in 2024 by approximately $6 million [4][21] - The company ended the year with cash of $425 million and total liquidity of $643 million, with a debt to total capitalization ratio of 16.3%, down from 9.6% at the end of 2024 [8][22] Business Line Data and Key Metrics Changes - The Great Park community closed sales on 13 different programs consisting of 920 home sites, while Valencia saw modest home sales with 70 new homes sold in Q4, up from 50 in Q3 [6][12] - The company closed an industrial land sale in Valencia for $42.5 million and reported a gross margin of 31.25% [20] Market Data and Key Metrics Changes - The housing market in 2025 faced challenges due to economic uncertainty, elevated interest rates, and affordability constraints, yet the company demonstrated resilience in its asset performance [5][6] - Demand for homes remained strong at The Great Park, while Valencia experienced more modest demand due to affordability issues [6] Company Strategy and Development Direction - The company's strategy focuses on maximizing the value of existing communities, maintaining a lean operating structure, matching development spending with revenue generation, and expanding through targeted growth initiatives [9] - The company aims to pursue growth opportunities while prioritizing its growth strategy to expand recurring revenues [8] Management's Comments on Operating Environment and Future Outlook - Management expects growing buyer confidence and moderating interest rates to improve demand for well-located home sites in 2026, projecting consolidated net income of approximately $100 million for the year [7][16] - The company anticipates a small loss in Q1 2026 due to no planned land sales, with the majority of income expected in the second half of the year [26] Other Important Information - The company successfully secured critical entitlement approvals in Valencia and The Great Park, enhancing long-term asset value and development potential [4][13] - Hearthstone, acquired in Q3 2025, contributed $11.8 million in management fee revenue and $3.5 million in net income, expanding the company's earnings profile [15][23] Q&A Session Summary Question: Development expenditures for Valencia and San Francisco in 2026 - Management indicated that development expenditures for both projects in 2026 would be similar to the current year's spending of about $125 million, maintaining a constant pace as development increases [32][34] Question: Clarification on entitlement approvals - Management clarified that the new entitlements in Great Park are additive to previously disclosed saleable acreage, with 100 acres of commercial land now redesignated as residential [39][42]

Financial Data and Key Metrics Changes - In Q4 2025, the company generated $58.7 million in net income, leading to an annual consolidated net income of $183.5 million, surpassing the previous record set in 2024 by approximately $6 million [4][21] - The company ended the year with cash of $425 million and total liquidity of $643 million, with a debt to total capitalization ratio down to 16.3% from 9.6% at the end of 2024 [8][22] Business Line Data and Key Metrics Changes - The Great Park community closed sales on 13 different programs consisting of 920 home sites, while Valencia saw a modest increase in home sales, with 70 new homes sold compared to 50 in Q3 [6][12] - The company closed a significant industrial land sale in Valencia of 13.8 acres for $42.5 million, achieving a gross margin of 31.25% [20][21] Market Data and Key Metrics Changes - The housing market in 2025 remained challenging due to economic uncertainty, elevated interest rates, and affordability constraints, impacting homebuyer demand more in Valencia than in The Great Park [5][6] - Despite these challenges, demand at The Great Park remained strong, with builders selling 78 homes in Q4, although this was a decrease from 187 in Q3 due to seasonality [10] Company Strategy and Development Direction - The company's strategy focuses on maximizing the value of existing communities, maintaining a lean operating structure, matching development spending with revenue generation, and expanding through targeted growth initiatives [9] - The company aims to pursue growth opportunities while prioritizing its growth strategy to expand recurring revenues [8][17] Management's Comments on Operating Environment and Future Outlook - Management expects consolidated net income in 2026 to be approximately $100 million, with earnings weighted more heavily toward the second half of the year as land sales and fee-based income accelerate [16][26] - The company is optimistic about growing buyer confidence and moderating interest rates improving demand for well-located home sites [7] Other Important Information - The company successfully integrated the Hearthstone Land Banking platform, which added a new earnings stream and expanded relationships with institutional capital partners [15] - The company received critical entitlement approvals in Valencia and The Great Park, enhancing long-term value and supporting future development [4][13] Q&A Session Questions and Answers Question: Expectations for development expenditures in 2026 and beyond - Management indicated that development expenditures for both Valencia and San Francisco are expected to be similar to the current year's spending of about $125 million, maintaining a constant pace as development increases [32][34] Question: Clarification on entitlement approvals and their impact on saleable acreage - Management clarified that the recent approvals in Great Park are additive to the previously disclosed saleable acreage, with 100 acres of commercial land now redesignated as residential [39][42]

Financial Data and Key Metrics Changes - In Q4 2025, the company generated $58.7 million in net income, leading to an annual consolidated net income of $183.5 million, surpassing the previous record set in 2024 by approximately $6 million [4][20] - The company ended the year with cash of $425 million and total liquidity of $643 million, with a debt to total capitalization ratio of 16.3%, down from 9.6% at the end of 2024 [8][21] Business Line Data and Key Metrics Changes - The Great Park community closed sales on 13 different programs consisting of 920 home sites, while Valencia saw a modest increase in home sales, with 70 new homes sold compared to 50 in Q3 [6][12] - The company closed an industrial land sale in Valencia for $42.5 million and reported a gross margin of 31.25% for this sale [18] Market Data and Key Metrics Changes - The housing market in 2025 remained challenging due to economic uncertainty, elevated interest rates, and affordability constraints, impacting homebuyer demand more in Valencia than in The Great Park [5][6] - Despite these challenges, demand for homes in The Great Park remained strong, with builders selling 78 homes in Q4, although this was a decrease from 187 in Q3 due to seasonality [10] Company Strategy and Development Direction - The company's strategy focuses on maximizing the value of existing communities, maintaining a lean operating structure, matching development spending with revenue generation, and expanding through targeted growth initiatives [9] - The company aims to pursue growth opportunities while maintaining a disciplined approach to capital deployment, with a first priority on expanding recurring revenues [8][17] Management's Comments on Operating Environment and Future Outlook - Management expects consolidated net income in 2026 to be approximately $100 million, with earnings weighted more heavily toward the second half of the year as land sales and fee-based income accelerate [16][25] - The company is optimistic about growing buyer confidence and moderating interest rates improving demand for well-located home sites, despite intermittent challenges [7] Other Important Information - The company successfully integrated the Hearthstone Land Banking platform, which added a new earnings stream and expanded relationships with institutional capital partners [15] - The company received critical entitlement approvals in both Valencia and The Great Park, enhancing long-term asset value and supporting future development [4][13] Q&A Session Questions and Answers Question: Inquiry about development expenditures for Valencia and San Francisco in 2026 - Management indicated that development expenditures for both projects would be similar to the current year's spending of about $125 million, maintaining a constant pace as development increases [29][30] Question: Clarification on entitlement approvals and their impact on saleable acreage - Management clarified that the new entitlements in Great Park are additive to previously disclosed saleable acreage, increasing the total available for residential use [31][32]

Financial Performance - Consolidated net income for Q4 2025 was $58.7 million, exceeding the high end of revised guidance, with full-year net income reaching a record $183.5 million[3]. - Consolidated revenues for Q4 2025 were $75.9 million, primarily from management services at the Great Park segment and land sales at the Valencia segment[8]. - The net income for the three months ended December 31, 2025, was $142,651,000, reflecting a decrease of 37% compared to the previous period[28]. - For the twelve months ended December 31, 2025, total revenues reached $935,679,000, with land sales contributing $868,109,000[30]. - The net income for the twelve months ended December 31, 2025, was $566,724,000, indicating a significant increase compared to the previous year[30]. - Net income attributable to the company for the twelve months ended December 31, 2025, was $70,966 thousand, compared to $68,297 thousand in 2024, reflecting a growth of 2.4%[22]. Revenue Sources - The Great Park Venture sold 187 homesites for an aggregate purchase price of $181.5 million during Q4 2025, contributing to significant revenue generation[10]. - For the full year 2025, the Great Park Venture sold 920 homesites for a total of $781.7 million, with distributions to holders of Percentage Interests amounting to $672.0 million[15]. - Management services revenue from related parties increased to $32,968 thousand for the three months ended December 31, 2025, compared to $21,369 thousand in 2024, marking a growth of 54.5%[22]. - Management services revenue for the three months was $32,968,000, primarily from related party transactions[28]. Liquidity and Capital Structure - Total liquidity as of December 31, 2025, was $643.0 million, consisting of cash and cash equivalents of $425.5 million and borrowing availability of $217.5 million[4]. - The company reported a total liquidity of $643,046 thousand as of December 31, 2025, including cash and cash equivalents of $425,546 thousand[26]. - The debt to total capitalization ratio was 16.3% as of December 31, 2025, indicating a strong balance sheet and reduced leverage levels[6]. - The net debt to total capitalization ratio was 1.0%, suggesting minimal reliance on debt financing[27]. - The company issued $450.0 million in new 8.000% Senior Notes due October 2030 in September 2025, enhancing its capital structure[6]. Assets and Inventories - The company’s inventories increased to $2,443,279 thousand as of December 31, 2025, up from $2,298,080 thousand in 2024, indicating a rise of 6.3%[24]. - The total assets of the company reached $3,249,003 thousand as of December 31, 2025, compared to $3,076,417 thousand in 2024, reflecting an increase of 5.6%[24]. - The company’s retained earnings grew to $228,043 thousand as of December 31, 2025, up from $157,077 thousand in 2024, representing a significant increase of 45.2%[24]. Segment Performance - Segment profit from operations for the Great Park segment was $148,805 thousand for the three months ended December 31, 2025, and $625,933 thousand for the twelve months ended December 31, 2025[32]. - Net income attributed to the Great Park segment from the management company was $20,617 thousand for the three months and $41,454 thousand for the twelve months ended December 31, 2025[32]. - The net income of the Great Park Venture was $128,188 thousand for the three months and $584,479 thousand for the twelve months ended December 31, 2025[32]. - The Company's share of net income from the Great Park Venture was $48,071 thousand for the three months and $219,180 thousand for the twelve months ended December 31, 2025[32]. - Equity in earnings from unconsolidated entities for Q4 2025 was $44.9 million, with the Great Park Venture generating net income of $128.2 million during the same period[9]. - Equity in earnings from the Great Park Venture amounted to $44,195 thousand for the three months and $201,289 thousand for the twelve months ended December 31, 2025[32]. Future Outlook - The company expects consolidated annual net income for 2026 to be approximately $100 million, reflecting ongoing market monitoring and strategic land sales optimization[3]. - The company plans to focus on expanding its management services and exploring new market opportunities following the sale of the Gateway Commercial Venture's assets[29]. - The Company's commercial segment is no longer operating following the sale of Gateway Commercial Venture's assets in December 2024[32].

Core Viewpoint - Five Point Holdings, LLC will hold a conference call to discuss its fourth quarter and year-end 2025 financial results on January 29, 2026 [1] Company Information - Five Point Holdings, LLC is an owner and developer of large mixed-use planned communities in California [1] - The conference call will take place at 5:00 p.m. Eastern Time [1] - A live Internet audio webcast of the conference call will be available on the Five Point website [1]

Financial Performance - Consolidated net income for Q3 2025 was $55.7 million, a significant increase from $12.3 million in Q3 2024, driven by incentive compensation revenue and equity in earnings from the Great Park Venture[169]. - Total revenues for Q3 2025 decreased by $3.5 million, or 20.7%, to $13.5 million compared to $17.0 million in Q3 2024, primarily due to a decline in management services revenue at the Great Park segment[178]. - Equity in earnings from unconsolidated entities rose to $70.1 million in Q3 2025, up from $12.0 million in Q3 2024, reflecting the net income generated by the Great Park Venture from land sales[182]. - For the nine months ended September 30, 2025, revenues decreased by $44.0 million, or 56.3%, to $34.1 million from $78.1 million in the same period of 2024, mainly due to reduced management services revenue[185]. - Total revenues for the nine months ended September 30, 2025, were $664.835 million, a significant increase from $371.733 million in the same period of 2024, representing an increase of approximately 78.7%[200]. - The net income for the nine months ended September 30, 2025, was $424.073 million, compared to $142.890 million in the same period of 2024, indicating a substantial increase of approximately 196.5%[200]. Land Sales and Ventures - The Great Park Venture closed land sales of 326 homesites totaling 26.6 acres for an aggregate base purchase price of $257.7 million in Q3 2025[171]. - Land sales and related party land sales revenues increased to $273.1 million for the three months ended September 30, 2025, from $61.5 million for the same period in 2024, primarily due to the sale of land entitled for 326 homesites[215]. - For the nine months ended September 30, 2025, land sales and related party land sales revenues rose to $630.7 million, compared to $293.6 million for the same period in 2024, driven by the sale of land entitled for 733 homesites[223]. - The Great Park Venture recognized $10.4 million in profit participation revenues for the three months ended September 30, 2025, compared to $6.0 million for the same period in 2024[216]. - The company's share of net income from the Great Park Venture was $75.6 million for the three months ended September 30, 2025, compared to $12.5 million for the same period in 2024[232]. Expenses and Costs - SG&A expenses increased by $7.6 million, or 20.6%, to $44.6 million for the nine months ended September 30, 2025, attributed to corporate expenses and costs related to the Hearthstone Venture acquisition[187]. - Total costs and expenses for the three months ended September 30, 2025, amounted to $94.933 million, with land sales expenses at $64.883 million[192]. - The company reported total costs and expenses of $240.325 million for the nine months ended September 30, 2025, compared to $227.771 million in the same period of 2024, reflecting an increase of about 5.4%[200]. - Management services costs and expenses decreased by $1.5 million, or 36.2%, to $2.7 million for the three months ended September 30, 2025, from $4.3 million for the same period in 2024[219]. - SG&A expenses decreased by $0.6 million, or 19.5%, to $2.5 million for the three months ended September 30, 2025, from $3.1 million for the same period in 2024[220]. Financing and Liquidity - In September 2025, the company issued $450.0 million in senior notes due October 2030, with proceeds used to redeem existing senior notes totaling $523.5 million[174]. - As of September 30, 2025, the company had total liquidity of $476.1 million, consisting of $351.1 million in cash and $125.0 million available under its revolving credit facility[169]. - The company had outstanding guarantees benefiting a municipal agency with maximum obligations of $198.3 million as of September 30, 2025[239]. - The company paid $47.4 million in interest on senior notes during the nine months ended September 30, 2025[246]. - As of September 30, 2025, the company had outstanding consolidated net indebtedness of $444.5 million[263]. Future Outlook and Development - The company expects to close a commercial sale in Valencia in Q4 2025 and is working on two residential land sales anticipated to close in 2026[172]. - The company expects to invest significantly in horizontal development at Valencia over the next 12 months, managing expenditures to align with projected demand[235]. - The company anticipates sufficient capital to fund horizontal development and pursue growth strategies for several years[237]. - The company expects substantial payments under the tax receivable agreement (TRA) in the future, although no amounts are expected to be payable in 2025[242]. - The company has ceased operations in the commercial segment following the sale of the Gateway Commercial Venture's assets in December 2024[197]. Tax and Regulatory Matters - Pre-tax income for the nine months ended September 30, 2025, was $144.9 million, resulting in a tax provision of $20.1 million, compared to a pre-tax income of $65.4 million and a tax provision of $8.7 million for the same period in 2024[190]. - The effective tax rate for the nine months ended September 30, 2025, was similar to that of the previous year, indicating stable tax management[190]. - The company is not subject to San Francisco's Proposition M growth control measure, allowing for unrestricted construction of permitted commercial square footage at Candlestick and The San Francisco Shipyard[208]. Market Risks - The primary market risk arises from the company's indebtedness, which bears interest at fixed rates[262]. - Future earnings and cash flows are dependent on prevailing market interest rates[262]. - The company may manage market risk on floating rate debt in the future by entering into swap arrangements[262]. - The objective of potential swap arrangements would be to reduce floating rate exposure[262]. - The company does not plan to enter into hedging arrangements for speculative purposes[262].