Five Point (NYSE: FPH) executive sells 111K shares after RSU vesting

Rhea-AI Filing Summary

Five Point Holdings, LLC executive Greg McWilliams reported multiple equity compensation transactions tied to restricted share units (RSUs) vesting on March 8 and 9, 2026. Several RSU awards converted into Class A common shares as performance milestones and share‑price targets were certified, and new awards were granted as part of ongoing compensation.

The company withheld 127,945 Class A common shares at prices around $5.23–$5.44 per share to cover tax obligations, which the footnotes clarify were not market sales by McWilliams. He also sold 111,037 Class A common shares in an open‑market transaction at $5.23 per share.

After these transactions, McWilliams holds 588,735 Class A common shares directly, with an additional 226,232 shares held indirectly by a trust. Some RSUs tied to share price targets were forfeited after certification, indicating certain performance conditions were not fully met.

Insights

Insider transactions & equity compensation analyst

Mostly routine RSU vesting, tax withholding, and one moderate share sale.

The activity centers on RSU vesting and conversion into Class A common shares, plus a new equity grant. These are standard compensation events driven by time‑based and performance‑based milestones, including share‑price targets over multi‑year periods.

The company withheld 127,945 shares to pay taxes, explicitly noted as not market sales. The notable market action is the open‑market sale of 111,037 shares at $5.23 per share. McWilliams still holds 588,735 shares directly and 226,232 indirectly via a trust, so he retains a substantial stake.

With no remaining derivative positions shown in the filing and significant continuing ownership, these transactions look like routine compensation settlement and liquidity management rather than a major shift in insider sentiment. The overall impact on the investment case for Five Point Holdings appears limited based on this information alone.

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
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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)
03/08/2026

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
Class A common shares	03/08/2026		M		49,668	A	(1)	407,692	D
Class A common shares	03/08/2026		F		25,272(2)	D	$5.44	382,420	D
Class A common shares	03/09/2026		M		67,265	A	(1)	449,685	D
Class A common shares	03/09/2026		F		34,225(2)	D	$5.23	415,460	D
Class A common shares	03/09/2026		A		134,528	A	(3)	549,988	D
Class A common shares	03/09/2026		F		68,448(2)	D	$5.23	481,540	D
Class A common shares	03/09/2026		M		218,232	A	(4)	699,772	D
Class A common shares	03/09/2026		S		111,037(2)	D	$5.23	588,735	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	(5)	03/08/2026		M			49,668	(6)	(6)	Class A common shares	49,668	$0	1,347,550	D
Restricted share units	(5)	03/09/2026		M			67,265	(7)	(7)	Class A common shares	67,265	$0	1,280,285	D
Restricted share units	(5)	03/09/2026		M			218,232	(4)	(4)	Class A common shares	218,232	$0	1,062,053	D
Restricted share units	(5)	03/09/2026		D			50,826	(8)	(8)	Class A common shares	50,826	$0	1,011,227	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. Represents restricted share units that vested on March 9, 2026 following certification of achievement of two milestone-based performance objectives.

4. Represents restricted share units that vested based upon the satisfaction of certain share price targets during the three-year performance period ending March 9, 2026.

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

6. This award was granted on March 8, 2024. 49,668 restricted share units subject to the award vested on each of March 8, 2025 and March 8, 2026, and the remaining unvested restricted share units are scheduled to vest on March 8, 2027, assuming continued employment through the applicable vesting date.

7. This award was granted on March 9, 2023, and the award is now fully vested.

8. Represents restricted share units that were forfeited on March 9, 2026 following certification of achievement of certain share price targets.

Remarks:

Chief Policy Officer and Vice President

	/s/ Mike Alvarado, as attorney-in-fact	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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 insider transactions did Greg McWilliams report at Five Point Holdings (FPH)?

Greg McWilliams reported RSU vesting, share conversions, tax-withholding dispositions, a new share grant, and one open-market sale. RSUs converted into Class A common shares as performance and share-price conditions were certified in early March 2026.

How many Five Point Holdings (FPH) shares did Greg McWilliams sell and at what price?

Greg McWilliams sold 111,037 Class A common shares in an open-market transaction. The reported sale price was $5.23 per share, according to the Form 4 transaction details for March 9, 2026.

Were the Five Point Holdings (FPH) tax-withholding share dispositions actual market sales?

No. Footnotes state the withheld shares satisfied tax obligations from RSU settlements and that no shares were sold by McWilliams for those entries. The tax-withholding dispositions were payments in shares to the company, not open-market sales.

What is Greg McWilliams’ share ownership in Five Point Holdings (FPH) after these transactions?

After the reported transactions, McWilliams directly owns 588,735 Class A common shares. An additional 226,232 shares are held indirectly by a trust, according to the holding entry in the Form 4.

What performance conditions affected Greg McWilliams’ RSUs at Five Point Holdings (FPH)?

Some RSUs vested after achievement of two milestone-based performance objectives and share-price targets over a three-year period ending March 9, 2026. Another block was forfeited when certain share-price targets were not achieved, as described in the footnotes.

Did Greg McWilliams retain a significant stake in Five Point Holdings (FPH) after selling shares?

Yes. Despite selling 111,037 shares, McWilliams still holds 588,735 shares directly plus 226,232 indirectly via a trust. The filing shows he maintains a substantial ongoing equity position in Five Point Holdings.