[Form 4] Five Point Holdings, LLC Insider Trading Activity

Rhea-AI Filing Summary

Five Point Holdings insider grant and holdings summary — The company's Chief Financial Officer received a grant of 500,000 restricted share units (RSUs) on 09/03/2025. Each RSU is a contingent right to one Class A common share, and the RSUs carry $0 exercise price because they convert to shares if performance conditions are met. After the grant, the reporting person beneficially owns 1,048,757 Class A shares directly. The RSUs vest only if specified average share-price thresholds are achieved during the performance period from 09/03/2028 to 09/03/2030, with 20% vesting at each threshold.

Positive

• 500,000 RSU grant aligns the CFO's compensation with shareholder value through performance-based awards
• Post-grant direct ownership of 1,048,757 Class A shares indicates substantial insider equity stake

Negative

• Vesting contingent on high share-price thresholds ($11.50 to $22.50) requiring 100%–300% appreciation from grant date
• Long performance period (09/03/2028 to 09/03/2030) delays potential realization and liquidity of the RSUs

Insights

Corporate Compensation Specialist

TL;DR: A performance-based RSU award ties CFO pay to multi-year share-price milestones, aligning long-term incentives.

The grant of 500,000 RSUs is explicitly structured as performance-based pay, payable only if average closing-price targets are met across any 50 consecutive trading days within the 2028-2030 performance period. Vesting in five 20% tranches at specified thresholds distributes payout over a range of outcomes and into a long timeframe, which can motivate sustained value creation while protecting against short-term volatility. The filing shows direct beneficial ownership of 1,048,757 Class A shares post-grant, indicating meaningful equity exposure.

Securities Risk Analyst

TL;DR: The award is conditional on substantial price appreciation, creating a high-performance bar before dilution occurs.

The performance criteria require average closing prices at five escalating thresholds ($11.50, $14.25, $17.00, $19.75, $22.50) tested over lengthy 50-day windows with at least 25 days meeting the threshold. Those thresholds represent approximately 100% to 300% appreciation from the grant date closing price per the filing. The long performance window and high thresholds limit near-term dilution risk but mean the award delivers value only if material share-price gains occur.

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^*

Tobler Kim

(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)
09/03/2025

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

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

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	(1)	09/03/2025		A		500,000		(2)	(2)	Class A common shares	500,000	$0	1,048,757	D

Explanation of Responses:

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

2. The restricted share units ("RSUs") were granted as part of the Company's executive compensation program to incentivize and reward outsized shareholder value creation. The RSUs will vest based upon the satisfaction of certain share price targets during the performance period between September 3, 2028, and September 3, 2030 (the "Performance Period"), with 20% of the RSUs eligible to vest upon the achievement of each of the following share price thresholds: $11.50, $14.25, $17.00, $19.75 and $22.50. The price thresholds represent a range of price appreciation of approximately 100% to 300% of the closing price of our Class A Shares on the grant date. Achievement of a price threshold will be determined using the average closing price for our Class A Shares across any 50 consecutive trading day period within the Performance Period, with the closing price for at least 25 of such trading days at or above the applicable price threshold.

Remarks:

Chief Financial Officer, Treasurer and Vice President

	/s/ Mike Alvarado, as attorney-in-fact	09/05/2025
	** 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 Five Point Holdings (FPH) report on Form 4 filed for the CFO?

The filing reports the grant of 500,000 restricted share units (RSUs) to the Chief Financial Officer on 09/03/2025 and shows 1,048,757 Class A shares beneficially owned following the grant.

When do the RSUs vest and what are the performance conditions?

RSUs vest only if average closing-price targets are met during the performance period from 09/03/2028 to 09/03/2030, with five price thresholds that each unlock 20% of the award.

What are the specific share-price thresholds required for vesting?

The thresholds are $11.50, $14.25, $17.00, $19.75 and $22.50, tested using the average closing price across any 50 consecutive trading days with at least 25 days at or above the threshold.

Does the RSU grant require payment to exercise?

No exercise price applies; each RSU is a contingent right to one Class A common share and the filing lists the RSUs with a $0 price.

How much of the RSU award vests at each threshold?

20% of the RSUs are eligible to vest upon achievement of each specified share-price threshold.