Blue Owl joins Five Point (NYSE: FPH) in new land banking deal

Rhea-AI Filing Summary

Five Point Holdings, LLC entered a new residential land banking investment partnership between its Hearthstone platform and funds managed by Blue Owl Capital Inc., and issued Blue Owl affiliates warrants to buy up to 1,500,000 Class A shares at $7.00 per share.

The warrants vest over the next five years only if Blue Owl’s cumulative capital contributions to the partnership reach specified thresholds, starting at $500 million and rising in stages to $1.7 billion. If fully vested and exercised, the warrants would dilute current shareholders by about 1% on a fully diluted basis.

Five Point received no cash when the warrants were issued and expects to use any future exercise proceeds for general corporate and working capital purposes. The company views this structure as a scalable way to expand Hearthstone’s land banking footprint while aligning Blue Owl’s long-term participation with platform growth.

Insights

Real estate and capital markets analyst

Five Point ties modest potential dilution to Blue Owl-funded land banking growth.

Five Point is using warrants as an incentive mechanism to deepen its Hearthstone land banking business with Blue Owl. Up to 1,500,000 shares at $7.00 per share are available, but vesting depends on Blue Owl’s capital committed to the new partnership.

Vesting triggers are tied to cumulative capital contribution thresholds between $500 million and $1.7 billion over roughly five years. This links Blue Owl’s potential equity upside directly to scaling the land banking platform, while any dilution of about 1% only occurs if thresholds are hit and warrants exercised for cash.

The warrants are exercisable for five years from issuance and include anti-dilution and transfer limits. Execution risk centers on sourcing enough attractive residential land banking deals to reach the higher capital thresholds, which would expand Hearthstone’s fee-based activities and determine whether the warrants ultimately vest and are exercised.

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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

February 6, 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 3.02. Unregistered Sales of Equity Securities.

On February 6, 2026, Five Point Holdings, LLC (the “Company”) issued to certain affiliates of Blue Owl Capital Inc. (collectively, the “Warrantholders”) warrants (the “Warrants”) to purchase up to an aggregate of 1,500,000 Class A common shares of the Company (the “Warrant Shares”) at an exercise price of $7.00 per Class A common share, subject to vesting and other terms and conditions of the Warrants. In the event the Warrants become fully vested and are exercised by the Warrantholders, it would result in approximately 1% dilution of the Company’s currently outstanding shares, on a fully-diluted basis.

The Warrants were issued in connection with the formation of a new residential land banking investment partnership executed by the Company’s Hearthstone Residential Holdings platform and funds managed by Blue Owl Capital Inc. The Warrants will vest based on the Warrantholders’ aggregate capital contributions to the partnership over the next five years. Vesting will occur only upon the achievement of specified cumulative capital contribution thresholds, beginning at $500 million and increasing in four stages to $1.7 billion.

Subject to the terms and conditions therein, each Warrant is exercisable in whole or in part after the date of issuance until 5:00 p.m. New York City time on the fifth anniversary of such date, at the Warrantholder’s election, by cash payment of the exercise price. Each Warrant contains customary anti-dilution adjustments and limitations on transferability, including that transfers require the Company’s prior written consent, subject to limited affiliate transfer exceptions.

No cash consideration was paid to the Company for the issuance of the Warrants. The Company expects to use the proceeds from the payment of the exercise price, if any, for general corporate and working capital purposes.

The issuance of the Warrants, and any issuance of Warrant Shares upon exercise of the Warrants, were made or will be made without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(a)(2) of the Securities Act and/or Regulation D thereunder. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the form of Warrant attached hereto as Exhibit 4.1.

Item 8.01. Other Events.

A copy of the press release announcing the formation of the Partnership and issuance of the Warrants is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

4.1		Form of Warrant to Purchase Class A Common Shares, dated February 6, 2026, issued by the Company to certain affiliates of Blue Owl Capital Inc.
99.1		Press Release, dated February 10, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.

Date: February 10, 2026

FIVE POINT HOLDINGS, LLC
By:		/s/ Michael Alvarado
Name:		Michael Alvarado
Title:		Chief Operating Officer, Chief Legal Officer and Vice President

Exhibit 99.1

FIVE POINT HOLDINGS, LLC ANNOUNCES NEW HEARTHSTONE RESIDENTIAL LAND BANKING INVESTMENT PARTNERSHIP WITH BLUE OWL MANAGED FUNDS

IRVINE, Calif., February 10, 2026 — 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 homesites and land assets in high-quality U.S. housing markets, leveraging Hearthstone’s operating expertise, sourcing capabilities, and long-standing relationships with national homebuilders.

“This transaction represents an important milestone for Hearthstone and for Five Point,” said Dan Hedigan, President and Chief Executive Officer of Five Point. “Following our acquisition of the Hearthstone platform mid-last year, this new partnership marks a critical first step in scaling the land banking business that is being led by Mark Porath, the CEO of our Hearthstone subsidiary, with an institutional partner that shares our long-term vision. This new agreement with Blue Owl positions Hearthstone to pursue a broader set of growth opportunities and further solidify its role as a leading residential land banking platform. We are very pleased to be partnering with the Blue Owl team, and we look forward to scaling the Hearthstone platform.”

“We’re excited to partner with Hearthstone and Five Point as we enter the land banking ecosystem,” said Matt Tier, Managing Director at Blue Owl. “Hearthstone’s underwriting expertise, strong industry reputation, and decades-long track record make them an ideal partner for Blue Owl. Mark and his team have built an impressive platform, and we share a closely aligned investment philosophy. This partnership marks the first step in what we expect will be a successful collaboration.”

As part of the transaction, Five Point has agreed to issue warrants to funds managed by Blue Owl that will vest upon the achievement of specified cumulative capital contribution thresholds aligning Blue Owl’s long-term participation with the growth of the platform.

The execution of the new partnership and related agreements does not result in any immediate dilution to Five Point’s existing equity holders. Any potential dilution would occur only if the warrants vest and are subsequently exercised at an exercise price of $7.00 per share. In the event the warrants become fully vested and are exercised by Blue Owl, it would result in approximately 1% dilution of Five Point’s currently outstanding shares, on a fully-diluted basis.

Five Point acquired the Hearthstone platform in 2025 as part of its broader strategy to expand its asset-light, fee-generating businesses alongside its core community development operations. The Company believes the model utilized for the investment provided by Blue Owl managed funds provides a scalable vehicle to grow Hearthstone’s footprint while maintaining alignment with long-term shareholders.

About Five Point

Five Point, headquartered in Irvine, California, designs and develops large mixed-use planned communities in Orange County, Los Angeles County, and San Francisco County that combine residential, commercial, retail, educational, and recreational elements with public amenities, including civic areas for parks and open space. Five Point’s communities include the Great Park Neighborhoods^® in Irvine, Valencia^® in Los Angeles County, and Candlestick^® and The San Francisco Shipyard^® in the City of San Francisco. These communities are designed to include up to approximately 40,000 residential homes and up to approximately 23 million square feet of commercial space. Five Point is also engaged in the residential land banking business through its Hearthstone residential asset and investment management platform.

About Blue Owl

Blue Owl (NYSE: OWL) is a leading asset manager that is redefining alternatives^®. With over $307 billion in assets under management as of December 31, 2025, we invest across three multi-strategy platforms: Credit, Real Assets and GP Strategic Capital. Anchored by a strong permanent capital base, we provide businesses with private capital solutions to drive long-term growth and offer institutional investors, individual investors, and insurance companies differentiated alternative investment opportunities that aim to deliver strong performance, risk-adjusted returns, and capital preservation.

Together with approximately 1,365 experienced professionals globally, Blue Owl brings the vision and discipline to create the exceptional. To learn more, visit www.blueowl.com or LinkedIn: www.linkedin.com/company/blue-owl-capital

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 regarding the execution and anticipated benefits of our strategic partnership with Blue Owl; the scalability, growth prospects and future performance of our Hearthstone platform; our ability to source, acquire and manage residential homesites and land assets; our expectations regarding future growth; the timing, achievement and impact of capital contribution thresholds, the potential impact of any warrant exercises on dilution of our equity; 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.

Five Point Holdings, LLC          Investor Relations: Kim Tobler, 949-425-5211 kim.tobler@fivepoint.com   Media: Eric Morgan, 949-349-1088 eric.morgan@fivepoint.com Blue Owl Capital Inc.   Investor Contact Ann Dai Head of Investor Relations blueowlir@blueowl.com   Media Contact Nick Theccanat Managing Director, Communications & Public Affairs Nick.Theccanat@blueowl.com

FAQ

What did Five Point Holdings (FPH) announce in its new partnership with Blue Owl?

Five Point announced a new residential land banking investment partnership between its Hearthstone platform and funds managed by Blue Owl. The partnership targets acquiring residential homesites and land assets in high-quality U.S. housing markets, leveraging Hearthstone’s operating expertise and its relationships with national homebuilders.

How many warrants did Five Point Holdings (FPH) issue to Blue Owl affiliates and at what price?

Five Point issued warrants to certain Blue Owl affiliates to purchase up to 1,500,000 Class A common shares at an exercise price of $7.00 per share. These warrants are subject to vesting conditions and other terms, and are exercisable for five years from their issuance date.

What potential dilution could Five Point Holdings (FPH) shareholders face from the Blue Owl warrants?

If the warrants granted to Blue Owl-managed funds become fully vested and are exercised, Five Point estimates approximately 1% dilution of its currently outstanding shares on a fully diluted basis. The company notes there is no immediate dilution because vesting and exercise must occur first.

On what conditions do the Blue Owl warrants in Five Point Holdings (FPH) vest?

The warrants vest based on Blue Owl-managed funds’ aggregate capital contributions to the new partnership over the next five years. Vesting is tied to specified cumulative thresholds, beginning at $500 million and increasing in four stages up to $1.7 billion in contributed capital.

How will Five Point Holdings (FPH) use any cash proceeds from warrant exercises by Blue Owl?

Five Point received no cash when the warrants were issued, but expects to use any proceeds from future warrant exercises for general corporate and working capital purposes. This means potential capital inflows would support ongoing operations and broader corporate needs rather than a specific designated project.

Why does Five Point Holdings (FPH) view the Blue Owl partnership as important for its Hearthstone platform?

Five Point describes the partnership as a key step in scaling its Hearthstone residential land banking platform acquired in 2025. The company believes Blue Owl’s investment structure offers a scalable vehicle to expand Hearthstone’s footprint while maintaining alignment with long-term shareholders through performance-based warrant vesting.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 13.1 KB

Other Documents

• EX-4.1 EX-4.1 64.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB