Five Point Holdings: 700k performance RSUs granted to officer; strict price hurdles

Rhea-AI Filing Summary

Five Point Holdings insider grant: Michael Alvarado, an officer of Five Point Holdings (FPH), was granted 700,000 restricted share units (RSUs) on 09/03/2025 as part of the companys executive compensation program. Each RSU is a contingent right to one Class A common share, and the grant increases his reported beneficial ownership to 2,534,417 Class A shares. The RSUs vest only if specified share-price targets are met during the performance period from 09/03/2028 to 09/03/2030, with five thresholds at $11.50, $14.25, $17.00, $19.75 and $22.50, each representing 20% of the award. Vesting uses a 50-consecutive-trading-day average with at least 25 days at or above the threshold.

Positive

• 700,000 RSU grant aligns executive incentives with shareholder value by tying compensation to share-price performance
• Beneficial ownership increased to 2,534,417 Class A shares, signaling greater insider stake post-grant
• Multi-year performance period (09/03/2028 to 09/03/2030) and averaged-price vesting discourage short-term manipulation

Negative

• High vesting thresholds require approximately 100% to 300% share-price appreciation, making payout challenging
• Long time to potential vesting (performance period ends in 2030) delays incentive realization and immediate retention value
• Contingent payout structure (50-day average with at least 25 qualifying days) may prevent vesting from short-lived price gains

Insights

Financial Analyst

TL;DR: Grant aligns executive pay with long-term share-price performance but requires substantial appreciation to vest.

The 700,000 RSU award materially increases the reporting officers stake to 2.53 million shares, strengthening insider alignment with shareholders if price hurdles are met. Vesting is tied to sequential price averages over a 50-day window, making payouts dependent on sustained share-price appreciation rather than short-term spikes. The thresholds imply ~100% to ~300% upside from the grant date closing price, indicating this is a high-performance, long-dated incentive rather than immediate compensation.

Corporate Governance Expert

TL;DR: Structured performance RSUs show governance focus on long-term value creation but impose demanding hurdles.

The award uses multi-year performance periods and averaged-price tests, which are governance best practices to discourage manipulation and reward sustained performance. The five-tier structure with equal tranches (20% each) provides clear milestones. Because vesting is contingent on substantial price appreciation, the design reduces near-term dilution risk but may offer limited near-term retention value if targets are unrealistic.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Alvarado Michael

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Restricted share units	700,000	$0.00	--

Holdings After Transaction: Restricted share units — 2,534,417 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^*

Alvarado Michael

(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		700,000		(2)	(2)	Class A common shares	700,000	$0	2,534,417	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 Operating Officer, Chief Legal Officer and Vice President

	/s/ Mike Alvarado	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 Michael Alvarado receive according to the FPH Form 4?

He was granted 700,000 restricted share units (RSUs) on 09/03/2025, each convertible to one Class A common share upon vesting.

How many Class A shares does Michael Alvarado beneficially own after the grant?

Following the reported transaction, he beneficially owns 2,534,417 Class A shares.

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

RSUs vest based on achieving share-price thresholds during the performance period from 09/03/2028 to 09/03/2030, with five thresholds at $11.50, $14.25, $17.00, $19.75, $22.50 (20% vesting per threshold).

How is achievement of a price threshold determined?

Achievement is based on the average closing price over any 50 consecutive trading days within the performance period, with at least 25 of those days at or above the threshold.

What is the economic cost reported for the RSUs on the Form 4?

The Form 4 reports a price of $0 for the RSU grant because RSUs are contingent awards rather than immediate cash purchases.