FPH files 8-K announcing senior notes offering and tender offer

Rhea-AI Filing Summary

Five Point Holdings, LLC reported a material event via an 8-K that attaches two press releases dated September 15, 2025. The filings disclose a press release relating to an offering of senior notes and a separate press release relating to a tender offer. The submission also references a cover page interactive data file embedded in the Inline XBRL document and is signed by Michael Alvarado in his roles as Chief Operating Officer, Chief Legal Officer and Vice President.

Positive

• Disclosed press releases about an offering of senior notes and a tender offer dated September 15, 2025
• Included an Inline XBRL cover page interactive data file, supporting standardized disclosure

Negative

• None.

Insights

Corporate Finance Counsel

TL;DR: The company disclosed financing activity and a tender offer on September 15, 2025.

The disclosure confirms that the company issued press releases about an offering of senior notes and a tender offer, which are routine mechanisms for raising or reshaping capital structure. The documents filed include an Inline XBRL cover page, indicating standardized disclosure formatting.

Key dependencies are the terms of the senior notes and the scope of the tender offer, which are not included here; investors should look for the complete press release texts or subsequent filings for specific economic terms and timing.

Compliance & SEC Filings Specialist

TL;DR: The 8-K properly registers material press releases and includes required interactive data.

The form lists two press releases and an Inline XBRL cover page, and it is signed by an authorized officer, meeting typical disclosure formalities for a material event notice. This indicates the company followed procedural requirements for making the information public.

Absent in this filing are the substantive credit terms, sizes, or deadlines for the offering and tender offer; those operative details must appear in the attached press releases or follow-on filings to assess regulatory or investor impact.

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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

Date of Report (Date of earliest event reported): September 15, 2025

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)		(IRS 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)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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		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 8.01. Other Events.

On September 15, 2025, Five Point Holdings, LLC (the “Company”) issued a press release announcing that Five Point Operating Company, LP, through which the Company owns all of its assets and conducts all of its operations (the “Issuer”), and Five Point Capital Corp., a wholly owned subsidiary of the Issuer (collectively, the “Issuers”) had launched an offering of $450 million in aggregate principal amount of senior notes due 2030 (the “Notes Offering”). The net proceeds from the Notes Offering are intended to be used to fund the purchase price of the Tender Offer (as defined below). Additionally, on September 15, 2025, the Company issued a press release announcing that the Issuers had commenced a concurrent cash tender offer (the “Tender Offer”) for any and all of their outstanding approximately $523.5 million aggregate principal amount of 10.500% initial rate senior notes due 2028 (the “2028 Notes”).

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the 2028 Notes, or any security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

Copies of the press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press release dated September 15, 2025 relating to the Issuers’ offering of senior notes.
99.2		Press release dated September 15, 2025 relating to the Issuers’ tender offer.
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 thereunto duly authorized.

				FIVE POINT HOLDINGS, LLC
Date: September 15, 2025				By:		/s/ Michael Alvarado
						Michael Alvarado
						Chief Operating Officer, Chief Legal Officer and Vice President

FAQ

What did Five Point Holdings (FPH) report in the 8-K?

The 8-K reports two press releases dated September 15, 2025: one regarding an offering of senior notes and one regarding a tender offer.

When were the disclosed press releases dated for FPH?

Both press releases are dated September 15, 2025.

Who signed the 8-K for Five Point Holdings?

The filing is signed by Michael Alvarado, listed as Chief Operating Officer, Chief Legal Officer and Vice President.

Does the 8-K include financial terms for the senior notes or tender offer?

No. The filing lists the existence of press releases about the offering and tender offer but does not include the economic terms or sizes.

Is there Inline XBRL data included in the filing?

Yes. The filing references a cover page interactive data file embedded within the Inline XBRL document.