Five Point (FPH) officer gets RSU grants and shares withheld for tax

Rhea-AI Filing Summary

Five Point Holdings, LLC officer Greg McWilliams reported compensation-related equity activity involving restricted share units (RSUs) and Class A common shares. On April 8, he received two RSU awards covering 90,000 and 120,000 units, each representing a contingent right to one Class A share. Portions of these awards vest in equal installments over three years on April 8, 2027, April 8, 2028 and April 8, 2029, and other RSUs vest based on share price targets during a performance period ending February 28, 2029.

On the same date, 31,645 RSUs from a prior April 8, 2025 grant settled into an equal number of Class A shares on their scheduled vesting date. Of those, 16,101 shares were withheld by the company at $5.00 per share to satisfy tax obligations; no shares were sold by McWilliams. After these transactions, he holds 604,279 Class A shares directly and 226,232 shares indirectly through a trust.

Insights

Equity compensation analyst

Routine RSU grants and vesting with tax withholding, no open-market trades.

The transactions show Greg McWilliams receiving 90,000 and 120,000 restricted share units, plus settlement of 31,645 RSUs into Class A common shares. These are standard equity compensation events rather than discretionary market purchases or sales.

A portion of the RSUs vests on fixed dates in 2027, 2028, and 2029, while others depend on share price targets through February 28, 2029, aligning his incentives with long-term performance. The F-code disposition of 16,101 shares at $5.00 per share is explicitly for tax withholding, and footnotes state no shares were sold by the reporting person.

Following these moves, McWilliams holds 604,279 Class A shares directly and 226,232 indirectly via a trust, indicating a substantial ongoing equity stake. Given the absence of open-market buying or selling, this filing is best viewed as routine compensation administration with neutral signaling value.

Insider Trade Summary

31,645 shares exercised/converted

Mixed 6 txns

Insider McWilliams Greg

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Restricted share units	90,000	$0.00	--
Grant/Award	Restricted share units	120,000	$0.00	--
Exercise	Restricted share units	31,645	$0.00	--
Exercise	Class A common shares	31,645	$0.00	--
Tax Withholding	Class A common shares	16,101	$5.00	$81K
holding	Class A common shares	--	--	--

Holdings After Transaction: Restricted share units — 1,101,227 shares (Direct); Class A common shares — 620,380 shares (Direct); Class A common shares — 226,232 shares (Indirect, By trust)

Footnotes (1)

1. Each restricted share unit is a contingent right to receive one Class A common share. This transaction represents the settlement of restricted share units in Class A common shares on their scheduled vesting date. Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the settlement of restricted share units previously granted to the reporting person. No shares were sold by the reporting person. Each restricted share unit is a contingent right to receive one Class A common share. The restricted share units will vest in equal installments over three years on April 8, 2027, April 8, 2028 and April 8, 2029, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date. The restricted share units will vest based upon the satisfaction of certain share price targets during the performance period ending February 28, 2029. This award was granted on April 8, 2025. 31,645 and 31,646 restricted share units subject to the award are scheduled to vest on April 8, 2027 and April 8, 2028, respectively, assuming continued employment through the applicable vesting date.

Key Figures

Time-based RSU grant: 90,000 units Performance RSU grant: 120,000 units RSUs settled: 31,645 units +4 more

7 metrics

Time-based RSU grant 90,000 units Restricted share units granted representing Class A common shares

Performance RSU grant 120,000 units Restricted share units granted subject to share price targets

RSUs settled 31,645 units Restricted share units settled into Class A shares on vesting

Shares withheld for tax 16,101 shares Class A shares withheld to satisfy tax obligations at $5.00

Tax withholding price $5.00 per share Value used for tax withholding on RSU settlement

Direct Class A holdings 604,279 shares Direct Class A common shares held after transactions

Indirect trust holdings 226,232 shares Class A common shares held indirectly by trust

Key Terms

restricted share units, contingent right, tax withholding obligations, performance period, +1 more

5 terms

restricted share units financial

"Each restricted share unit is a contingent right to receive one Class A common share."

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

contingent right financial

"Each restricted share unit is a contingent right to receive one Class A common share."

tax withholding obligations financial

"Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the settlement of restricted share units."

performance period financial

"The restricted share units will vest based upon the satisfaction of certain share price targets during the performance period ending February 28, 2029."

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

share price targets financial

"The restricted share units will vest based upon the satisfaction of certain share price targets during the performance period ending February 28, 2029."

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 CALIFORNIA 92618

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2026

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

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

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

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	04/08/2026		M		31,645	A	(1)	620,380	D
Class A common shares	04/08/2026		F		16,101(2)	D	$5	604,279	D
Class A common shares								226,232	I	By trust

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
Restricted share units	(3)	04/08/2026		A		90,000		(4)	(4)	Class A common shares	90,000	$0	1,101,227	D
Restricted share units	(3)	04/08/2026		A		120,000		(5)	(5)	Class A common shares	120,000	$0	1,221,227	D
Restricted share units	(3)	04/08/2026		M			31,645	(6)	(6)	Class A common shares	31,645	$0	1,189,582	D

Explanation of Responses:

1. Each restricted share unit is a contingent right to receive one Class A common share. This transaction represents the settlement of restricted share units in Class A common shares on their scheduled vesting date.

2. Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the settlement of restricted share units previously granted to the reporting person. No shares were sold by the reporting person.

3. Each restricted share unit is a contingent right to receive one Class A common share.

4. The restricted share units will vest in equal installments over three years on April 8, 2027, April 8, 2028 and April 8, 2029, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date.

5. The restricted share units will vest based upon the satisfaction of certain share price targets during the performance period ending February 28, 2029.

6. This award was granted on April 8, 2025. 31,645 and 31,646 restricted share units subject to the award are scheduled to vest on April 8, 2027 and April 8, 2028, respectively, assuming continued employment through the applicable vesting date.

Remarks:

Chief Policy Officer and Vice President

	/s/ Mike Alvarado, as attorney-in-fact	04/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did FPH officer Greg McWilliams receive in this Form 4?

Greg McWilliams received two new restricted share unit awards covering 90,000 and 120,000 units. Each unit is a contingent right to receive one Class A common share, subject to time-based vesting and, for some units, future share price performance conditions.

How do the new FPH restricted share units for Greg McWilliams vest?

Some restricted share units vest in equal installments on April 8, 2027, April 8, 2028, and April 8, 2029. Additional units vest only if specified share price targets are achieved during a performance period ending February 28, 2029, aligning compensation with stock performance.

Did Greg McWilliams sell any Five Point (FPH) shares in this Form 4?

He did not sell shares in the market. The filing states that 16,101 Class A shares were withheld by the company at $5.00 per share solely to satisfy tax withholding obligations related to RSU settlement, and that no shares were sold by the reporting person.

What RSUs vested and settled into Five Point (FPH) shares for Greg McWilliams?

An earlier award granted on April 8, 2025 saw 31,645 restricted share units settle into an equal number of Class A common shares. This settlement occurred on the scheduled vesting date, reflecting routine conversion of previously granted RSUs into shares.

What are Greg McWilliams’ Five Point (FPH) share holdings after these transactions?

After the reported transactions, Greg McWilliams holds 604,279 Class A common shares directly. He also has an indirect interest in 226,232 additional Class A shares held by a trust, according to the ownership information disclosed in the filing.

Are Greg McWilliams’ new FPH restricted share units performance-based?

Part of his RSU grants is performance-based. The filing explains that certain restricted share units will vest only upon satisfaction of specified share price targets during a performance period that runs through February 28, 2029, linking vesting to long-term stock performance.