Five Point (FPH) insider corrects Form 4 to show tax withholding, not sale

Rhea-AI Filing Summary

Five Point Holdings, LLC insider Greg McWilliams filed an amended Form 4 to correct the nature of a prior transaction. The filing clarifies that 111,037 Class A common shares at $5.23 per share were withheld by the company to cover tax obligations tied to vesting restricted share units, rather than sold on the open market.

The amendment states the transaction was mistakenly reported earlier as a sale (Code S) and is now correctly shown as a tax-withholding disposition (Code F). Following this routine, non-market transaction, McWilliams directly holds 588,735 Class A common shares.

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Insider trading and governance analyst

Amended filing recasts a reported sale as routine tax withholding.

The amended Form 4 for Five Point Holdings, LLC clarifies that 111,037 Class A common shares were withheld to satisfy tax obligations on vesting restricted share units, not sold on the market. The transaction is coded F, indicating payment of tax liability via shares.

This distinction matters because tax-withholding dispositions are mechanical and do not reflect an insider's view of the stock. The filing notes that no shares were sold by Greg McWilliams, and he continues to hold 588,735 shares directly after the transaction.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McWilliams Greg

(Last) (First) (Middle)

C/O FIVE POINT HOLDINGS, LLC

2000 FIVEPOINT, 4TH FLOOR

(Street)

IRVINE CA 92618

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Five Point Holdings, LLC [ FPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common shares	03/09/2026		F		111,037(1)	D	$5.23	588,735	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This Form 4/A amends the Form 4 filed on February 10, 2026 to correct the transaction code for the disposition of shares used to satisfy tax withholding obligations in connection with the vesting of restricted share units. The transaction was incorrectly reported as a sale (Code S) and should have been reported as a withholding of shares for tax obligations (Code F). No shares were sold by the reporting person.

Remarks:

Chief Policy Officer and Vice President

	/s/ Mike Alvarado, as attorney-in-fact	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Five Point Holdings (FPH) Form 4/A for Greg McWilliams correct?

The Form 4/A corrects a prior filing that misclassified a transaction as a sale. It clarifies that 111,037 shares were withheld to satisfy tax obligations from vesting restricted share units, rather than sold on the open market, changing the code from S to F.

Were any Five Point Holdings (FPH) shares actually sold by Greg McWilliams in this Form 4/A?

No shares were sold by Greg McWilliams. The filing explicitly states that the 111,037 shares were withheld by the issuer to cover tax withholding obligations on vesting restricted share units, correcting an earlier report that had inaccurately shown the event as a sale.

How many Five Point Holdings (FPH) shares were involved in the corrected transaction?

The corrected transaction involves 111,037 Class A common shares at a reference price of $5.23 per share. These shares were used to satisfy tax withholding obligations related to vesting restricted share units, rather than being sold in the market as previously reported.

What is Greg McWilliams’ shareholding in Five Point Holdings (FPH) after this amended transaction?

After the tax-withholding disposition, Greg McWilliams directly holds 588,735 Class A common shares. This figure reflects his position following the withholding of 111,037 shares to cover tax obligations associated with the vesting of restricted share units reported in the amendment.

What does transaction code F mean in the Five Point Holdings (FPH) Form 4/A?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, 111,037 shares were withheld to satisfy tax withholding obligations on vesting restricted share units, distinguishing it from an open-market sale coded as S.