FPH 8-K Discloses Tender Offer Pricing and Expiration on Sept 19, 2025

Rhea-AI Filing Summary

Five Point Holdings, LLC (FPH) filed an 8-K reporting a material event tied to a tender offer. The filing attaches two press releases dated September 19, 2025 that relate to the pricing of the tender offer and the expiration of the tender offer, and indicates an interactive cover page data file is embedded in the Inline XBRL document. The 8-K is signed by Michael Alvarado, Chief Operating Officer, Chief Legal Officer and Vice President.

Positive

• Filed an 8-K disclosing material tender-offer events on September 19, 2025
• Attached press releases for both the pricing and expiration of the tender offer, improving disclosure
• Signed by an executive (Michael Alvarado), indicating company-level authorization

Negative

• None.

Insights

Corporate Securities Counsel

TL;DR: The company disclosed material tender-offer developments via an 8-K on Sept 19, 2025.

The filing attaches two press releases expressly about the pricing and the expiration of a tender offer, which are the types of disclosures that can affect shareholder decisions. Because the company used an 8-K, it signals the events met the materiality threshold requiring prompt public disclosure.

This disclosure is procedural and factual in nature; the filing itself does not show the tender-offer terms or outcomes beyond referencing the press releases, so readers must consult those releases for transaction specifics.

Investor Relations Analyst

TL;DR: The 8-K confirms market-facing communications on a corporate tender offer on Sept 19, 2025.

Attaching press releases for both the pricing and the expiration of the tender offer helps ensure transparency around timing and headline events. The presence of an Inline XBRL cover page suggests standard structured filing practice but does not add transactional detail.

Investors seeking the tender-offer price, number of shares purchased, or final results must review the referenced press releases or subsequent filings; the 8-K summary here does not include those metrics.

false 0001574197 0001574197 2025-09-19 2025-09-19

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 19, 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 19, 2025, Five Point Holdings, LLC (the “Company”) issued a press release announcing the pricing of the cash tender offer (the “Tender Offer”) for any and all of its outstanding 10.500% initial rate senior notes due 2028 by 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. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

In addition, on September 19, 2025, the Company issued a press release announcing the expiration and results of the Tender Offer. A copy of the press release is filed as Exhibit 99.2 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 19, 2025 related to the pricing of the Tender Offer.
99.2		Press release dated September 19, 2025 related to the expiration of the 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 19, 2025				By:		/s/ Michael Alvarado
						Michael Alvarado
						Chief Operating Officer, Chief Legal Officer and Vice President

FAQ

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

The 8-K attaches press releases dated September 19, 2025 concerning the pricing and expiration of a tender offer and includes an Inline XBRL cover page.

Does the 8-K include the tender-offer price or final results?

No. The 8-K references press releases about the pricing and expiration but does not itself state the tender-offer price or final purchase results.

Who signed the Five Point Holdings 8-K?

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

When were the related press releases issued?

Both press releases attached to the 8-K are dated September 19, 2025.

Is there Inline XBRL data included with the filing?

Yes. The 8-K notes a Cover Page Interactive Data File is embedded within the Inline XBRL document.