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Five Point Holdings, LLC 8-K Filings

FPH NYSE

Every 8-K that Five Point Holdings, LLC (FPH) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow FPH and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FPH filings page.

Rhea-AI Summary

Five Point Holdings, LLC (FPH) extended its Development Management Agreement for the Great Park Neighborhoods community through December 31, 2028. The agreement is with Heritage Fields El Toro, LLC, the community’s owner, and is managed by Five Point subsidiaries.

During the renewed term, compensation to the Five Point Parties includes an unchanged $13.5 million annual base fee, paid monthly, plus incentive compensation equal to 9% of distributions made by the Great Park Venture to holders of percentage interests. If the parties do not mutually extend the agreement beyond December 31, 2028, Heritage Fields El Toro must pay incentive compensation based on cash available for distribution at that date; future incentive compensation to Five Point Communities Management, Inc. is then 6.75% of distributions.

Rhea-AI Summary

Five Point Holdings, LLC reported second quarter 2026 consolidated revenues of $13.9 million and consolidated net income of $29.9 million, with net income attributable to the Company of $10.9 million, or $0.15 per basic and diluted Class A share. Results were supported by $41.0 million of equity in earnings from unconsolidated entities, mainly the Great Park Venture, which generated net income of $114.2 million; Five Point’s share, after basis adjustments, was $39.7 million. The Great Park Venture sold 17.7 acres of commercial land planned for senior living uses for $159.3 million and made $91.6 million of distributions to percentage-interest holders.

Five Point emphasized its liquidity and capital position, with $348.4 million of cash and cash equivalents and total liquidity of $565.9 million as of June 30, 2026, including $217.5 million of available borrowing capacity under an unsecured revolver. Total capital was $2.3 billion, and debt of $450.0 million resulted in a debt to total capitalization ratio of 16.2% and net debt to total capitalization of 4.2%. Management stated it is maintaining prior guidance of approximately $100 million in consolidated net income for 2026 and currently expects remaining land sales activity to occur in the fourth quarter, subject to market conditions.

Rhea-AI Summary

Five Point Holdings, LLC reported the results of its 2026 annual meeting of shareholders held on June 4, 2026. Shareholders representing 135,862,279 common shares, or 91.5% of shares entitled to vote as of the April 9, 2026 record date, were present in person or by proxy.

All three director nominees—Kathleen Brown, Gary Hunt, and Michael Winer—were elected to serve until the 2029 annual meeting. Shareholders also approved, on a non-binding advisory basis, the compensation of the named executive officers, ratified Deloitte & Touche LLP as independent registered public accountants for the fiscal year ending December 31, 2026, and approved the amendment and restatement of the Five Point Holdings, LLC 2023 Incentive Award Plan.

Rhea-AI Summary

Five Point Holdings, LLC reported a weak start to 2026 but highlighted strong liquidity and a new buyback. For the first quarter ended March 31, 2026, the company generated consolidated revenues of $13.6 million and recorded a consolidated net loss of $5.0 million, with net loss attributable to the company of $2.2 million, or $(0.03) per Class A share. Builder sales totaled 82 homes at Great Park and 90 at Valencia. Liquidity was $550.1 million, including $332.6 million of cash and cash equivalents and $217.5 million of undrawn revolver capacity, and debt to total capitalization was 16.3% with net debt to total capitalization of 4.8%.

The board authorized a share repurchase of up to $40 million of outstanding Class A common shares, effective immediately, to be funded from existing cash and cash flow from operations. The program has no expiration date and may be modified, suspended, or discontinued. Management reaffirmed prior guidance for approximately $100 million of consolidated net income for full-year 2026.

Rhea-AI 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.

Rhea-AI Summary

Five Point Holdings, LLC filed a current report stating it has issued a press release with its financial results. The release covers results of operations for the three months and twelve months ended December 31, 2025, and is furnished as Exhibit 99.1.

The filing is made under the results of operations and financial condition disclosure item, indicating a standard earnings-related update rather than a major transaction or corporate event.

Rhea-AI Summary

Five Point Holdings, LLC (FPH) furnished an 8-K announcing quarterly results. The company reported it issued a press release covering results of operations for the three months ended September 30, 2025, furnished as Exhibit 99.1. The filing lists its Class A common shares trading on the NYSE under the symbol FPH.

Rhea-AI Summary

Five Point Holdings (FPH) amended and restated its senior unsecured revolving credit facility. The agreement increases aggregate commitments from $125 million to $217.5 million, permits an upsizing to $300 million with lender approval, and extends the maturity from July 2027 to July 2029 with a one-year extension option subject to conditions.

Borrowings will bear interest at CME Term SOFR (1‑month) plus a margin of 2.25% or 2.50% based on leverage. As of the agreement date, there were no borrowings or letters of credit outstanding under the facility. Zions Bancorporation, N.A. dba California Bank & Trust serves as administrative agent, with JPMorgan Chase Bank, N.A., CIBC Bank USA, Banc of California, and Comerica Bank as lenders.

Rhea-AI Summary

Five Point Holdings, LLC, through Five Point Operating Company, LP and Five Point Capital Corp., issued $450.0 million of 8.000% Senior Notes due 2030 in a private offering. The notes mature on October 1, 2030 and pay interest semi-annually on April 1 and October 1, starting April 1, 2026.

The notes are senior unsecured obligations, guaranteed by certain restricted subsidiaries that back the company’s revolving credit facility and other key debt. The indenture includes typical high-yield covenants limiting additional debt, dividends, investments, liens, affiliate transactions and certain restructurings, with some covenants suspended if the notes achieve investment grade ratings.

The company plans to use the net proceeds and cash on hand to buy 10.500% senior notes due 2028 tendered in a concurrent offer, redeem or discharge all remaining 2028 notes, and redeem all outstanding 7.875% senior notes due 2025. As of September 25, 2025, it had purchased $471,534,884 principal of the 2028 notes and fully satisfied and discharged the 2028 notes indenture by funding a trust for the remaining balance.

Rhea-AI 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.

Rhea-AI Summary

Five Point Holdings, LLC filed a Form 8-K disclosing a press release dated September 15, 2025 about the pricing of senior notes. The filing includes an interactive cover page data file and is signed by Michael Alvarado, identified as Chief Operating Officer, Chief Legal Officer and Vice President. No numerical terms for the senior notes (amount, interest rate, maturity) are provided in the disclosed text.

Rhea-AI 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.

Rhea-AI Summary

Five Point Holdings, LLC furnished an updated corporate investor presentation dated September 8, 2025 that may be used at conferences and in meetings with investors. The presentation is included as Exhibit 99.1 to this current report and is incorporated by reference for those purposes.

The company states that the information in Item 7.01, including Exhibit 99.1, is being furnished and not filed under the Securities Exchange Act of 1934, meaning it is not subject to certain liability provisions and is not automatically incorporated into other Securities Act or Exchange Act filings unless specifically referenced.

Rhea-AI Summary

Five Point Holdings disclosed an amendment to its Candlestick Point and Hunters Point Shipyard disposition and development agreement that changes land use, financing and timing terms for the two projects. The Amendment authorizes transfer of up to 2,050,000 square feet of research and development and office space from the Shipyard to commercially zoned areas of Candlestick and eliminates sub-phases within major phases to streamline approval for horizontal and vertical development. It also memorializes an increase in the limit on bonded indebtedness for the Candlestick and Shipyard sites from $1.7 billion to $5.9 billion and extends timeframes for incurring and repaying redevelopment-related indebtedness, including additional 15-year periods to account for the U.S. Navy’s estimated delays in remediating the Shipyard site. The Agency retains rights to a return of certain profits if thresholds are met.

Rhea-AI Summary

Five Point Holdings, LLC (NYSE: FPH) disclosed in an 8-K that on June 19, 2025 it signed a Contribution and Purchase Agreement to acquire a controlling interest in a newly formed joint venture that will house Hearthstone, Inc.’s residential asset and investment-management business.

Transaction structure: Hearthstone and affiliated trusts will contribute substantially all operating assets plus at least $12.5 million of co-investment assets into Hearthstone Residential Holdings, LLC (the “Hearthstone Venture”). At closing, Five Point will purchase 75 % of the Class A units from the Hearthstone Group for an aggregate purchase price of $56.25 million, payable in cash and, at Five Point’s option, up to $3 million of FPH Class A common shares. Should the contributed co-investment assets exceed $12.5 million, the purchase price will increase dollar-for-dollar. The price is also subject to customary working-capital and other post-closing adjustments.

Capital commitments and governance: Because Hearthstone is contributing the initial $12.5 million of co-investment assets, Five Point has agreed to fund the next $37.5 million of capital calls. Governance will be overseen by a three-member Executive Committee (two Five Point designees, one Hearthstone designee), with most decisions by majority vote and certain reserved matters requiring unanimity.

Equity classes: Hearthstone will initially hold Class B units that carry a 10 % preferred annual return (compounded monthly). As additional capital is contributed by Five Point, the Class B units convert into Class A units to maintain relative ownership percentages.

Put/call mechanics: The Operating Agreement grants reciprocal put and call rights triggered by specific events involving Hearthstone CEO Mark Porath (death, disability, employment termination) and, in any case, beginning on the sixth anniversary of closing. Repurchase prices are generally based on fair-market value (or discounted in certain termination-for-cause scenarios). Five Point may pay portions of the purchase price in installments.

Employee transition: A Secondment Agreement provides for continued Hearthstone employee services through 2025, with the expectation that all employees transfer to Five Point on 1 Jan 2026. Non-compete agreements with key individuals are part of the ancillary documents.

An accompanying press release (Exhibit 99.1) announcing the transaction was issued on June 20, 2025. The full Contribution Agreement is filed as Exhibit 10.1.