Five Point Holdings (FPH) CEO Receives 1M Performance RSUs with Multi-Year Hurdles

Rhea-AI Filing Summary

Daniel Hedigan, President and CEO of Five Point Holdings, LLC (FPH), was granted 1,000,000 restricted share units (RSUs) on 09/03/2025. Each RSU converts into one Class A common share, representing 1,000,000 underlying shares with a reported acquisition price of $0. The RSUs vest only if specified share-price targets are met during the performance period from 09/03/2028 to 09/03/2030; 20% of the RSUs vest at each threshold of $11.50, $14.25, $17.00, $19.75 and $22.50, measured by any 50 consecutive trading-day average with at least 25 days at or above the threshold. After this grant, Hedigan directly beneficially owns 2,577,030 Class A shares.

Positive

• Large performance-based RSU grant aligns CEO compensation with long-term shareholder value creation
• High vesting hurdles ($11.50 to $22.50 with 50-day average) reduce reliance on short-term price moves
• Grant increases CEO ownership to 2,577,030 Class A shares, strengthening management stake

Negative

• Potential dilution if all 1,000,000 RSUs vest and convert into Class A shares
• Vesting requires substantial appreciation (approximately 100%–300% over grant-date close), which may be difficult to achieve

Insights

Compensation & Governance Analyst

TL;DR: A large performance-based RSU grant aligns CEO pay with long-term stock appreciation but requires substantial share-price gains to vest.

The 1,000,000 RSU award is sizable relative to the CEO's post-grant ownership of 2,577,030 shares, meaning the grant materially increases potential equity upside if performance hurdles are met. Vesting is exclusively tied to multi-year stock-price performance thresholds ranging from $11.50 to $22.50, measured over any 50 consecutive trading days within a two-year window beginning three years post-grant. This design strongly links compensation to sustained market performance rather than short-term fluctuations. The $0 acquisition price indicates these are purely performance-contingent awards rather than purchases. From a governance perspective, performance-based vesting is shareholder-friendly provided thresholds are rigorous and clearly disclosed, as here.

Equity Markets Analyst

TL;DR: The grant could be dilutive if fully realized; vesting requires ~100%–300% appreciation from grant-date close per company disclosure.

Because each RSU converts to one Class A share, full vesting would add 1,000,000 shares to outstanding Class A common stock, which is potentially dilutive depending on company float. The disclosed thresholds represent approximately 100% to 300% appreciation from the grant-date closing price, indicating high performance hurdles. The measurement uses a 50-day average with a minimum number of qualifying days, which reduces the chance of vesting from short-term spikes. These features lower the probability of full vesting while aligning payoff with strong market performance.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hedigan Daniel

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Restricted share units	1,000,000	$0.00	--

Holdings After Transaction: Restricted share units — 2,577,030 shares (Direct)

Footnotes (1)

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

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^*

Hedigan Daniel

(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		1,000,000		(2)	(2)	Class A common shares	1,000,000	$0	2,577,030	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:

President and Chief Executive Officer

	/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 Daniel Hedigan (FPH) receive on 09/03/2025?

He was granted 1,000,000 restricted share units (RSUs), each convertible into one Class A common share upon satisfaction of performance conditions.

How do the RSUs vest for the FPH grant?

Vesting depends on share-price targets during 09/03/2028–09/03/2030. 20% vests at each threshold: $11.50, $14.25, $17.00, $19.75, $22.50, measured by any 50 consecutive trading-day average with at least 25 qualifying days.

How many shares does Hedigan beneficially own after the grant?

2,577,030 Class A shares are reported as beneficially owned following the reported transaction.

Was there a purchase price for the RSUs?

No; the reported price is $0, indicating the RSUs were granted as compensation rather than bought.

Could these RSUs dilute existing shareholders?

Yes, if all 1,000,000 RSUs vest and convert, they would increase the number of outstanding Class A shares.