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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 19, 2025
FIVE POINT HOLDINGS, LLC
(Exact name of Registrant as Specified in Its Charter)
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| Delaware |
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001-38088 |
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27-0599397 |
| (State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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| 2000 FivePoint, 4th Floor, Irvine, California |
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92618 |
| (Address of Principal Executive Offices) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Trading
Symbol |
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Name of each exchange
on which registered |
| Class A common shares |
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FPH |
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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.
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Exhibit
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Description |
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| 99.1 |
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Press release dated September 19, 2025 related to the pricing of the Tender Offer. |
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| 99.2 |
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Press release dated September 19, 2025 related to the expiration of the Tender Offer. |
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| 104 |
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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.
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FIVE POINT HOLDINGS, LLC |
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| Date: September 19, 2025 |
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By: |
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/s/ Michael Alvarado |
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Michael Alvarado |
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Chief Operating Officer, Chief Legal Officer and Vice President |
