Five Point Holdings, LLC 10-K

ITEM 8. Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Five Point Holdings, LLC Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Five Point Holdings, LLC and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and schedule III—real estate and accumulated depreciation (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Management services – related party – Incentive compensation – Refer to Notes 2, 3, and 9 to the financial statements Critical Audit Matter Description Management services – related party revenue includes incentive compensation revenues recognized based on services performed under the amended and restated development management agreement (A&R DMA) with Heritage Fields LLC (Great Park Venture). The A&R DMA contains an incentive compensation fee provision contingent on the financial performance of the Great Park Venture. In making the estimate of incentive compensation the Company is entitled to receive in exchange for providing management services, significant assumptions and judgments are made in evaluating the factors that may determine the amount of consideration the Company will ultimately receive. In doing so, the Company uses projected cash flow of distributions from the Great Park Venture. Given the complexities and judgments involved in developing the significant inputs used to develop the Great Park Venture’s cash flow of distributions, a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, was deployed in performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to significant inputs, including residential revenues, and development cost estimates used in the Great Park Venture’s projected cash flow of distributions. 39 Table of Contents How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s recognition of incentive compensation revenue included the following, among others: – We tested the effectiveness of controls over management’s recognition of incentive compensation revenue inclusive of the controls over the significant input assumptions, such as residential revenues and development cost estimates used in the Great Park Venture’s projected cash flow of distributions. – We tested the Company’s recognition of incentive compensation revenue through testing the significant input assumptions including residential revenues and development cost estimates used in the Great Park Venture’s projected cash flow of distributions by (1) evaluating the source information used by management, (2) performing retrospective reviews, and (3) engaging our fair value specialists to assess certain inputs and calculations. – We tested the mathematical accuracy of the Great Park Venture’s cash flow of distributions and Company’s calculation of incentive compensation revenue recognized for the year ended December 31, 2024. /s/ DELOITTE & TOUCHE LLP Costa Mesa, California February 21, 2025 We have served as the Company’s auditor since 2009. 40 Table of Contents FIVE POINT HOLDINGS, LLC CONSOLIDATED BALANCE SHEETS (In thousands, except shares) December 31, 2024 2023 ASSETS INVENTORIES $ 2,298,080 $ 2,213,479 INVESTMENT IN UNCONSOLIDATED ENTITIES 185,324 252,816 PROPERTIES AND EQUIPMENT, NET 29,487 29,145 INTANGIBLE ASSET, NET—RELATED PARTY 9,037 25,270 CASH AND CASH EQUIVALENTS 430,875 353,801 RESTRICTED CASH AND CERTIFICATES OF DEPOSIT 992 992 RELATED PARTY ASSETS 101,670 83,970 OTHER ASSETS 20,952 9,815 TOTAL $ 3,076,417 $ 2,969,288 LIABILITIES AND CAPITAL LIABILITIES: Notes payable, net $ 525,737 $ 622,186 Accounts payable and other liabilities 100,292 81,649 Related party liabilities 63,297 78,074 Deferred income tax liability, net 33,570 7,067 Payable pursuant to tax receivable agreement 173,424 173,208 Total liabilities 896,320 962,184 COMMITMENTS AND CONTINGENT LIABILITIES (Note 13) REDEEMABLE NONCONTROLLING INTEREST 25,000 25,000 CAPITAL: Class A common shares; No par value; Issued and outstanding: 2024— 69,369,234 shares; 2023— 69,199,938 shares Class B common shares; No par value; Issued and outstanding: 2024— 79,233,544 shares; 2023— 79,233,544 shares Contributed capital 593,827 591,606 Retained earnings 157,077 88,780 Accumulated other comprehensive loss ( 1,468 ) ( 2,332 ) Total members’ capital 749,436 678,054 Noncontrolling interests 1,405,661 1,304,050 Total capital 2,155,097 1,982,104 TOTAL $ 3,076,417 $ 2,969,288 See accompanying notes to consolidated financial statements. 41 Table of Contents FIVE POINT HOLDINGS, LLC CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) Year Ended December 31, 2024 2023 2022 REVENUES: Land sales $ 139,097 $ 160,796 $ 913 Land sales—related party — 595 7,512 Management services—related party 96,404 47,621 31,433 Operating properties 2,425 2,720 2,836 Total revenues 237,926 211,732 42,694 COSTS AND EXPENSES: Land sales 90,109 105,651 ( 996 ) Management services 23,852 22,170 20,261 Operating properties 5,134 6,167 8,230 Selling, general, and administrative 51,233 51,495 54,591 Restructuring — — 19,437 Total costs and expenses 170,328 185,483 101,523 OTHER INCOME (EXPENSE): Interest income 10,858 7,230 826 Miscellaneous ( 5,977 ) ( 776 ) 245 Total other income 4,881 6,454 1,071 EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES 132,617 76,595 21,513 INCOME (LOSS) BEFORE INCOME TAX (PROVISION) BENEFIT 205,096 109,298 ( 36,245 ) INCOME TAX (PROVISION) BENEFIT ( 27,462 ) 4,418 1,471 NET INCOME (LOSS) 177,634 113,716 ( 34,774 ) LESS NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS 109,337 58,322 ( 19,371 ) NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ 68,297 $ 55,394 $ ( 15,403 ) NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE Basic $ 0.98 $ 0.80 $ ( 0.22 ) Diluted $ 0.96 $ 0.76 $ ( 0.23 ) WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING Basic 69,224,327 68,826,340 68,429,271 Diluted 146,944,944 145,131,125 68,430,212 NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE Basic and diluted $ 0.00 $ 0.00 $ ( 0.00 ) WEIGHTED AVERAGE CLASS B SHARES OUTSTANDING Basic and diluted 79,233,544 79,233,544 79,233,544 See accompanying notes to consolidated financial statements. 42 Table of Contents FIVE POINT HOLDINGS, LLC CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands) Year Ended December 31, 2024 2023 2022 NET INCOME (LOSS) $ 177,634 $ 113,716 $ ( 34,774 ) OTHER COMPREHENSIVE INCOME (LOSS): Net actuarial gain (loss) on defined benefit pension plan 1,720 889 ( 1,929 ) Reclassification of actuarial loss on defined benefit pension plan included in net income (loss) 198 162 255 Other comprehensive income (loss) before taxes 1,918 1,051 ( 1,674 ) INCOME TAX PROVISION RELATED TO OTHER COMPREHENSIVE INCOME (LOSS) ( 336 ) — — OTHER COMPREHENSIVE INCOME (LOSS)—Net of tax 1,582 1,051 ( 1,674 ) COMPREHENSIVE INCOME (LOSS) 179,216 114,767 ( 36,448 ) LESS COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS 110,053 58,715 ( 19,998 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ 69,163 $ 56,052 $ ( 16,450 ) See accompanying notes to consolidated financial statements. 43 Table of Contents FIVE POINT HOLDINGS, LLC CONSOLIDATED STATEMENTS OF CAPITAL (In thousands, except share amounts) Class A Common Shares Class B Common Shares Contributed Capital Retained Earnings Accumulated Other Comprehensive Loss Total Members’ Capital Noncontrolling Interests Total Capital BALANCE - January 1, 2022 70,107,552 79,233,544 $ 587,587 $ 48,789 $ ( 1,952 ) $ 634,424 $ 1,265,954 $ 1,900,378 Net loss — — — ( 15,403 ) — ( 15,403 ) ( 19,371 ) ( 34,774 ) Share-based compensation — — 6,230 — — 6,230 — 6,230 Reacquisition of share-based compensation awards for tax-withholding purposes ( 417,716 ) — ( 2,736 ) — — ( 2,736 ) — ( 2,736 ) Forfeitures of share-based compensation awards, net of issuances ( 621,482 ) — — — — — — — Other comprehensive loss—net of tax of $ 0 -actuarial loss on pension plan — — — — ( 1,047 ) ( 1,047 ) ( 627 ) ( 1,674 ) Tax distribution to noncontrolling interest — — — — — — ( 435 ) ( 435 ) Adjustment to liability recognized under tax receivable agreement—net of tax of $ 0 — — 1,058 — — 1,058 — 1,058 Adjustment of noncontrolling interest in the Operating Company — — ( 4,406 ) — 11 ( 4,395 ) 4,395 — BALANCE - December 31, 2022 69,068,354 79,233,544 $ 587,733 $ 33,386 $ ( 2,988 ) $ 618,131 $ 1,249,916 $ 1,868,047 Net income — — — 55,394 — 55,394 58,322 113,716 Share-based compensation — — 3,665 — — 3,665 — 3,665 Reacquisition of share-based compensation awards for tax-withholding purposes ( 83,660 ) — ( 202 ) — — ( 202 ) — ( 202 ) Issuance of share-based compensation awards, net of forfeitures 215,244 — — — — — — — Other comprehensive income—net of tax of $ 0 -actuarial gain on pension plan — — — — 658 658 393 1,051 Tax distribution to noncontrolling interest — — — — — — ( 4,033 ) ( 4,033 ) Adjustment to liability recognized under tax receivable agreement—net of tax of $ 0 — — ( 140 ) — — ( 140 ) — ( 140 ) Adjustment of noncontrolling interest in the Operating Company — — 550 — ( 2 ) 548 ( 548 ) — BALANCE - December 31, 2023 69,199,938 79,233,544 $ 591,606 $ 88,780 $ ( 2,332 ) $ 678,054 $ 1,304,050 $ 1,982,104 Net income — — — 68,297 — 68,297 109,337 177,634 Share-based compensation—net of tax of $ 1,865 — — 2,434 — — 2,434 — 2,434 Reacquisition of share-based compensation awards for tax-withholding purposes ( 282,883 ) — ( 823 ) — — ( 823 ) — ( 823 ) Issuance of share-based compensation awards 169,670 — — — — — — — Settlement of restricted share units for Class A common shares 282,509 — — — — — — — Other comprehensive income—net of tax of $ 336 -actuarial gain on pension plan — — — — 866 866 716 1,582 Tax distributions to noncontrolling interests — — — — — — ( 7,679 ) ( 7,679 ) Adjustment to liability recognized under tax receivable agreement—net of tax of $ 60 — — ( 155 ) — — ( 155 ) — ( 155 ) Adjustment of noncontrolling interest in the Operating Company — — 765 — ( 2 ) 763 ( 763 ) — BALANCE - December 31, 2024 69,369,234 79,233,544 $ 593,827 $ 157,077 $ ( 1,468 ) $ 749,436 $ 1,405,661 $ 2,155,097 See accompanying notes to consolidated financial statements. 44 Table of Contents FIVE POINT HOLDINGS, LLC CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2024 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 177,634 $ 113,716 $ ( 34,774 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in earnings from unconsolidated entities ( 132,617 ) ( 76,595 ) ( 21,513 ) Return on investment from Great Park Venture 119,787 78,200 — Return on investment from Gateway Commercial Venture 9,433 — 352 Deferred income taxes 24,363 ( 4,439 ) ( 1,492 ) Depreciation and amortization 19,363 19,934 16,946 Share-based compensation 4,299 3,665 6,230 Changes in operating assets and liabilities: Inventories ( 80,666 ) 27,541 ( 140,416 ) Related party assets ( 19,980 ) 10,771 2,402 Other assets ( 11,548 ) 3,774 2,733 Accounts payable and other liabilities 20,695 ( 11,714 ) ( 22,484 ) Related party liabilities ( 14,777 ) ( 10,730 ) 3,714 Net cash provided by (used in) operating activities 115,986 154,123 ( 188,302 ) CASH FLOWS FROM INVESTING ACTIVITIES: Return of investment from Great Park Venture 62,140 75,986 52,692 Return of investment from Gateway Commercial Venture 7,752 — 8,273 Return of investment from Valencia Landbank Venture 980 1,148 3,305 Contribution to Valencia Landbank Venture — — ( 205 ) Purchase of properties and equipment ( 808 ) ( 23 ) ( 75 ) Net cash provided by investing activities 70,064 77,111 63,990 CASH FLOWS FROM FINANCING ACTIVITIES: Reacquisition of share-based compensation awards for tax-withholding purposes ( 823 ) ( 202 ) ( 2,736 ) Payment of financing costs ( 474 ) ( 687 ) — Related party reimbursement obligation — ( 4,282 ) ( 6,546 ) Tax distributions to noncontrolling interests ( 7,679 ) ( 4,033 ) ( 435 ) Repayments of notes payable ( 100,000 ) — — Borrowings under revolving credit facility — — 15,000 Repayments under revolving credit facility — — ( 15,000 ) Net cash used in financing activities ( 108,976 ) ( 9,204 ) ( 9,717 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH 77,074 222,030 ( 134,029 ) CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 354,793 132,763 266,792 CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—End of period $ 431,867 $ 354,793 $ 132,763 SUPPLEMENTAL CASH FLOW INFORMATION (Note 14) See accompanying notes to consolidated financial statements. 45 Table of Contents FIVE POINT HOLDINGS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BUSINESS AND ORGANIZATION Five Point Holdings, LLC, a Delaware limited liability company (the “Holding Company” and, together with its consolidated subsidiaries, the “Company”), is an owner and developer of mixed-use planned communities in California. The Holding Company owns all of its assets and conducts all of its operations through Five Point Operating Company, LP, a Delaware limited partnership (the “Operating Company”), and its subsidiaries. The Company has two classes of shares outstanding: Class A common shares and Class B common shares. Holders of Class A common shares and holders of Class B common shares are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders, and are both entitled to receive distributions at the same time. However, the distributions paid to holders of our Class B common shares are in an amount per share equal to 0.0003 multiplied by the amount paid per Class A common share. The Company presents noncontrolling interests on the Company’s consolidated balance sheet and classifies such interests within capital but separate from the Company’s Class A and Class B members’ capital. Noncontrolling interests represent equity interests in the Company’s consolidated subsidiaries held by partners in the Operating Company, excluding the Holding Company, and members in The Shipyard Communities, LLC (the “San Francisco Venture”), excluding the Operating Company (see Note 5). 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation — The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of consolidation —The accompanying consolidated financial statements include the accounts of the Company and the accounts of all subsidiaries in which the Company has a controlling financial interest and the accounts of variable interest entities (“VIEs”) in which the Company is deemed to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. Under the voting interest model, controlling financial interest is generally defined as a majority ownership of voting rights. A VIE is an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements, or changes in influence and control over any entity, that affect the characteristics of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. Use of estimates —The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates. Concentration of risk —As of December 31, 2024, the Company’s inventories and the Company’s unconsolidated entities’ inventories are all located in California. The Company is subject to risks incidental to the ownership and development of commercial and residential real estate. These include, among others, the risks normally associated with changes in the general economic climate in the communities in which the Company operates, trends in the real estate industry, availability of land for development, changes in tax laws, interest rate levels, availability of financing, and potential liability under environmental and other laws. The Company’s credit risk relates primarily to cash deposits, cash equivalents, contract assets and other miscellaneous financial assets. Cash deposit accounts at each institution are in excess of amounts insured by the Federal Deposit Insurance Corporation. The Company’s risk management policies define parameters of acceptable market risk and strive to limit exposure to credit risk. Noncontrolling interests —The Company presents noncontrolling interests and classifies such interests within capital but separate from the Company’s Class A and Class B members’ capital when the criteria for permanent equity classification has been met. Net income (loss) attributable to the noncontrolling interests on the consolidated statement of operations represents the portion of 46 Table of Contents earnings attributable to the economic interest in the Company’s subsidiaries held by the noncontrolling interests. The Company allocates income (loss) to noncontrolling interests based on the substantive profit sharing provisions of the applicable subsidiary operating agreements. Revenue recognition —Under Accounting Standards Codification (“ASC”) Topic 606, Revenue From Contracts With Customers , revenues are recognized when control of the promised goods or services are transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. At contract inception, the Company assesses the goods and services promised in its contract with its customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or a series of services) that is distinct. Identified performance obligations are assessed by considering implicit and explicitly stated promises. Land sales and Land sales — related party —Revenues from land sales are recognized when the Company satisfies the performance obligation at a point in time when the control of the land passes to its customers. The transfer of control typically occurs when title passes at the close of escrow and the customer is able to direct the use of, control and obtain substantially all of the benefits from the land. The transaction price typically contains fixed and variable components in which the fixed consideration represents the stated purchase price for the land and the gross proceeds received at the time of closing. Some of the Company’s residential homesite sale agreements contain a profit participation provision, a variable form of consideration, whereby the Company receives from homebuilders a portion of profit after the builder has received an agreed-upon margin. If the project profitability falls short of the participation threshold, no additional revenue is received. In most contracts, at the time of the land sale, the estimate of profit participation, if any, is constrained, as there are significant factors outside of the Company’s control that will impact whether participation thresholds will be met. In addition, some residential homesite sale agreements contain a provision requiring the homebuilder to pay a marketing fee per residence sold, as a percentage of the home sale price. Such marketing fees are estimated as a variable form of consideration and the amount the Company expects to be entitled to receive from the homebuilder is recognized as revenue at the time of land sale. Since payment for variable consideration is received in future periods, but the Company has completed its performance obligation, a contract asset is recorded for contingent variable consideration, if any, included in the transaction price. At the end of each reporting period, variable consideration is reassessed to ensure changes in circumstances or constraints are appropriately reflected in the estimated transaction price. Changes in estimates of variable components of transaction prices could result in cumulative catch-up adjustments to revenue in subsequent periods. In some cases, the Company may be obligated to perform post-closing development obligations on the sold land and as a result may defer a portion of the transaction price. Management Services — related party —Revenues from management services are recognized as the customer consumes the benefits of the performance obligation satisfied over time. The transaction price pertaining to management services revenue may be comprised of fixed and variable components. The Company’s management agreements may contain incentive compensation fee provisions contingent on the financial performance of a customer. In making estimates of incentive compensation the Company is entitled to receive in exchange for providing management services, significant assumptions and judgments are made in evaluating the factors that may determine the amount of consideration the Company will ultimately receive. Cash flow projections of the project being developed are utilized in making such estimates. These cash flows are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, projected pricing over the estimated selling period, the length of the estimated development and selling periods, remaining development, general and administrative costs, the contract period, and other factors. The Company includes in the transaction price an estimate of incentive compensation only to the extent that a significant reversal of revenue is not probable. Incentive compensation revenue from management services is recognized evenly over the contract term, as the performance obligation is satisfied. When changes in estimates and assumptions occur, the estimate of the amount of incentive compensation the Company is entitled to receive and constraints on the estimate may change, resulting in a cumulative catch-up being recorded in the period of the change. A contract asset is recognized when there is a timing difference between recognition of revenue upon satisfaction of performance obligations and revenues becoming billable. In some of its development management agreements, the Company previously received compensation equal to the actual general and administrative costs incurred by the Company as it performed services. In these circumstances, the Company acts as the principal and recognizes management fee revenues on these reimbursements in the same period that these costs are incurred because the amount to which the Company has the right to invoice corresponds directly with the value consumed by the customer for the Company’s performance to date. Operating properties —Included in operating properties revenues in the consolidated statements of operations are revenues from the Company’s agriculture, energy and other miscellaneous operations. Agriculture crop and energy revenues are recognized at a point in time when control is transferred to the customer. Agriculture and other leasing revenue is recognized in accordance with applicable lease accounting guidance. Impairment of assets —Long-lived assets, including inventory and the Company’s intangible asset, are reviewed for impairment when events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. Impairment indicators for long-lived inventory assets include, but are not limited to, significant increases in horizontal development costs, significant decreases in the pace and pricing of home sales within the Company’s communities and surrounding areas, political and societal events that may negatively affect the local economy, and changes in development strategies that would result in acceleration of the realization of the value of such assets. If indicators of impairment exist, and the undiscounted cash flows expected 47 Table of Contents to be generated by a long-lived asset are less than its carrying amount, an impairment charge is recorded to write down the carrying amount of such long-lived asset to its estimated fair value. The Company may estimate the fair value of its long-lived assets using a discounted cash flow model or sales comparison approach of the underlying property or a combination thereof. The Company’s projected cash flows for each long-lived inventory asset are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, pricing and price appreciation over the estimated selling period, the length of the estimated development and selling periods, remaining development costs, and other factors. In determining these estimates and assumptions, the Company utilizes historical trends from past development projects of the Company in addition to internal and external market studies and trends, which generally include, but are not limited to, statistics on population demographics, unemployment rates and interest rates. Using all available information, the Company calculates its estimate of projected cash flows for each asset. While many of the estimates are calculated based on historical and projected trends, all estimates are subjective and change as market and economic conditions change. In some instances, there may be various potential outcomes for future cash flows. In these instances, the future cash flow models used to assess recoverability are probability-weighted based on our best estimates as of the date of evaluation. The determination of fair value also requires discounting the estimated cash flows at a rate the Company believes a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams. The discount rate used in determining each asset’s fair value generally depends on the asset’s projected life and development stage. During the years ended December 31, 2024, 2023 and 2022, the Company did not recognize any impairment losses on its long-lived assets. Share-based payments — Share-based payments are recognized on a straight-line basis over the service period in the statement of operations based on measurement date fair values. Forfeitures, if any, are accounted for in the period when they occur. Cash and cash equivalents —Included in cash and cash equivalents are short-term investments that have original maturity dates of three months or less. The carrying amount approximates fair value due to the short-term nature of these investments. Restricted cash and certificates of deposit —Restricted cash and certificates of deposit consist of cash, cash equivalents, and certificates of deposit held as collateral on open letters of credit related to development obligations or because of other legal obligations of the Company that require the restriction. Properties and equipment —Properties and equipment primarily relate to the Company’s agriculture operating properties’ businesses and are recorded at cost. Properties and equipment, other than agriculture land, are depreciated over their estimated useful lives using the straight-line method. At the time properties and equipment are disposed of, the asset and related accumulated depreciation, if any, are removed from the accounts, and any resulting gain or loss is credited or charged to earnings. The estimated useful life for land improvements and buildings is 10 to 40 years while the estimated useful life for furniture, fixtures, and equipment is two to 15 years. Investments in unconsolidated entities —For investments in entities that the Company does not control, but exercises significant influence, the Company uses the equity method of accounting. The Company’s judgment with regard to its level of influence or control of an entity involves consideration of various factors including the form of its ownership interest, its representation in the entity’s governance, its ability to participate in policy-making decisions, and the rights of other investors to participate in the decision-making process to replace the Company as manager or to liquidate the entity. Investments accounted for under the equity method of accounting are recorded at cost and adjusted for the Company’s share in the earnings (losses) of the venture, impairments and cash contributions and distributions. Any difference between the carrying amount of the equity method investment on the Company’s balance sheet and the underlying equity in net assets on the investee’s balance sheet results in a basis difference which is adjusted as the related underlying assets are depreciated, amortized, or sold and the liabilities are settled. The Company’s interests in Heritage Fields LLC (the “Great Park Venture”), Five Point Office Venture Holdings I, LLC (the “Gateway Commercial Venture”) and FP-HS Lot Option Joint Venture - Valencia, LLC (the “Valencia Landbank Venture”) were accounted for using the equity method for all years presented in the accompanying consolidated financial statements. The Company eliminates a portion of intra-entity profits resulting from land sales between the Company and its unconsolidated entities until the assets are sold to a third-party. Cumulative distributions from unconsolidated entities are treated as returns on investment to the extent of the Company’s share of cumulative earnings from the investment and included in the Company’s consolidated statements of cash flows as cash flow from operating activities. Cumulative distributions in excess of the Company’s share of cumulative earnings are treated as returns of investment and included in the Company’s consolidated statements of cash flows as cash flows from investing activities. The Company evaluates its investments in unconsolidated entities for other-than-temporary impairment by reviewing each investment for any indicators of impairment, including the fair value of such investments compared to their carrying amounts. The Company estimates the fair value of its investments by discounting the cash flows from distributions the Company expects to receive 48 Table of Contents from the venture. Significant input assumptions used in estimating the distributions the Company expects to receive from the venture include revenue appreciation rates and cost inflation rates. The determination of fair value also requires discounting the estimated cash flows at a rate that the Company believes a market participant would determine to be commensurate with the inherent risks associated with the investment and related estimated cash flow streams. The discount rate used in determining each investment’s fair value generally depends on the investment’s projected life and development stage. If the carrying value of the investment is greater than the estimated fair value, management makes an assessment of whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3) the Company’s intent and ability to retain its interest long enough for a recovery in market value. If management concludes that the impairment is “other-than-temporary,” the Company reduces the investment to its estimated fair value. No other-than-temporary impairments were identified during the years ended December 31, 2024, 2023 or 2022. Inventories —Inventories primarily include land held for development and sale. Inventories are stated at cost, less reimbursements, unless the inventory within a community is determined to be impaired, in which case the impaired inventory would be written down to fair market value. Capitalized direct and indirect inventory costs include land, land in which the Company has the rights to receive in accordance with a disposition and development agreement, horizontal development costs, real estate taxes, and interest related to financing development and construction. During the years ended December 31, 2024, 2023 and 2022, the Company incurred interest expense, including amortization of debt issuance costs, all of which was capitalized into inventories, of $ 61.5 million, $ 53.8 million and $ 54.2 million, respectively. Horizontal development costs can be further broken down to costs incurred to entitle and permit the land for its intended use; costs incurred for infrastructure projects, such as public schools, utilities, roads, and bridges; and site costs, such as grading and amenities, to bring the land to a saleable state. Certain public infrastructure project costs incurred by the Company are eligible for reimbursement, typically, from the proceeds of Community Facilities District (“CFD”) bond debt, state and federal grants or property tax assessments. Costs that cannot be clearly associated with the acquisition, development, and construction of a real estate project and selling expenses are expensed as incurred. Selling and advertising costs were $ 3.3 million, $ 3.6 million and $ 6.0 million during the years ended December 31, 2024, 2023 and 2022, respectively. Capitalized inventory costs that are allocated to individual parcels within a project are allocated to the parcels benefited using relative sales value. Under the relative sales value method, each parcel sold in the project under development is allocated costs incurred and estimates of future inventory costs in proportion to the sales price of the sold parcel relative to the estimated overall sales prices of the project. Since this method requires the Company to estimate future development costs and the expected sales price for future land sales, the profit margin on subsequent parcels sold will be affected by both changes in the estimated total revenues, as well as any changes in the estimated total cost of the project. Intangible Asset —The Company records intangible asset amortization expense over the contract period based on the pattern in which the Company expects to recognize the economic benefits from the intangible asset. Receivables —The Company evaluates the carrying value of receivables, which includes receivables from related parties, at each reporting date to determine the need for an allowance for expected credit losses. At December 31, 2024 and 2023, there was no material allowance for credit losses. Leases —Under ASC Topic 842, Leases , the Company determines at contract inception if an arrangement contains a lease. If the contract contains a lease, the Company determines the classification of such lease. The Company has elected the practical expedient to not separate lease and nonlease components for both lessee and lessor arrangements. For operating leases with an expected term greater than one year in which the Company is the lessee, operating right of use (“ROU”) assets and operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. When the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is derived from assessment of the credit quality of the Company and adjusted to reflect secured borrowing, estimated yield curves and long-term spread adjustments over appropriate tenors. The Company only includes renewal options in the lease term when it is reasonably certain that it will exercise such options. The Company excludes the recognition of short-term leases on the balance sheet and lease payments for short term leases are recognized as an expense in the consolidated statements of operations on a straight-line basis over the lease term. Fair value measurements —ASC Topic 820, Fair Value Measurement, emphasizes that a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. The following hierarchy classifies the inputs used to determine fair value into three levels: 49 Table of Contents Level 1 —Quoted prices for identical instruments in active markets Level 2 —Quoted prices for similar instruments in active markets or inputs, other than quoted prices, that are observable for the instrument either directly or indirectly Level 3 —Significant inputs to the valuation model are unobservable In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Income taxes —The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or recovered. The Holding Company has elected to be treated as a corporation for U.S. federal, state, and local tax purposes and determines the provision or benefit for income taxes on an interim basis using an estimate of its annual effective tax rate and the impact of specific events as they occur. The Company’s estimate of the Holding Company’s annual effective tax rate is subject to change based on changes in federal and state tax laws and regulations, the Holding Company’s ownership interest in the Operating Company and the Operating Company’s ownership in the San Francisco Venture, and the Company’s assessment of any required deferred tax asset valuation allowance. Cumulative adjustments are made in interim periods in which the Company identifies a change in its estimate of the amount of future tax benefit when it is more likely than not that some portion of the deferred tax assets will not be realized. Among other things, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, the duration of statutory carryforward periods, the Company’s utilization experience with operating loss and tax credit carryforwards and tax planning alternatives are considered and evaluated when assessing the need for a valuation allowance. Any increase or decrease in a valuation allowance could have a material adverse effect or beneficial effect on the Holding Company’s income tax provision and net income or loss in the period the determination is made. The Holding Company recognizes interest or penalties related to income tax matters in income tax expense. Restructuring —Restructuring costs consist of one-time employee-related termination benefits and other postemployment compensation arrangements. On February 9, 2022, Daniel Hedigan was appointed as the Company’s Chief Executive Officer. Preceding Mr. Hedigan’s appointment, Emile Haddad stepped down from his roles as Chairman, Chief Executive Officer and President effective as of September 30, 2021 and transitioned into a senior advisory role pursuant to an advisory agreement with an initial three-year term. Mr. Haddad remains a member of the Company’s Board of Directors serving as Chairman Emeritus. Concurrent with Mr. Hedigan’s appointment, Lynn Jochim transitioned from her position as President and Chief Operating Officer into an advisory role pursuant to a three-year advisory agreement (see Note 9). Upon the appointment of Mr. Hedigan as the Company’s Chief Executive Officer, the Company accrued a related party liability of $ 15.6 million attributed to advisory agreement payments due to Mr. Haddad and Ms. Jochim. In addition, the Company determined the service condition associated with Mr. Haddad and Ms. Jochim’s unvested restricted share awards had been modified (see Note 16). As a result of this modification, the Company recognized approximately $ 3.0 million in share-based compensation expense as a restructuring cost during the year ended December 31, 2022. In addition to the Company’s executive management restructuring activities, the Company incurred and paid $ 0.9 million in restructuring costs resulting from severance benefits incurred in March 2022. Miscellaneous other (expense) income —Miscellaneous other (expense) income consisted of the following (in thousands): Year Ended December 31, 2024 2023 2022 Net periodic pension (cost) benefit $ ( 49 ) $ ( 82 ) $ 245 Other (1) ( 5,928 ) ( 694 ) — Total miscellaneous other (expense) income $ ( 5,977 ) $ ( 776 ) $ 245 (1) In January 2024, the Company settled an exchange offer on its $ 625.0 million 7.875 % Senior Notes (see Note 10). For the years ended December 31, 2024 and 2023, the Company incurred $ 5.9 million and $ 1.8 million, respectively, in third party costs related to the debt modification, which is included in other in the table above. Recently adopted and issued accounting pronouncements —In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which primarily requires expanded disclosure of significant segment expenses and other segment 50 Table of Contents items on an interim and annual basis. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has adopted this standard for the current year consolidated financial statements and has applied this standard retrospectively for all prior periods presented in the consolidated financial statements (see Note 15). In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which primarily requires expanded disclosures for income taxes paid and the effective tax rate reconciliation. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retrospective basis. The Company is currently evaluating the effect of this update on the Company’s financial statement disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which primarily requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements on an interim and annual basis. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted and can be applied on either a prospective or retrospective basis. The Company is currently evaluating the effect of this update on the Company’s financial statement disclosures. 3. REVENUES The following tables present the Company’s consolidated revenues disaggregated by revenue source and reporting segment (see Note 15) (in thousands): Year Ended December 31, 2024 Valencia San Francisco Great Park (1) Unallocated Total Land sales and land sales—related party $ 139,097 $ — $ — $ — $ 139,097 Management services—related party — — 95,955 449 96,404 Operating properties 483 — — — 483 139,580 — 95,955 449 235,984 Operating properties leasing revenues 1,264 678 — — 1,942 $ 140,844 $ 678 $ 95,955 $ 449 $ 237,926 Year Ended December 31, 2023 Valencia San Francisco Great Park (1) Unallocated Total Land sales and land sales—related party $ 161,391 $ — $ — $ — $ 161,391 Management services—related party — — 47,190 431 47,621 Operating properties 840 — — — 840 162,231 — 47,190 431 209,852 Operating properties leasing revenues 1,226 654 — — 1,880 $ 163,457 $ 654 $ 47,190 $ 431 $ 211,732 Year Ended December 31, 2022 Valencia San Francisco Great Park (1) Unallocated Total Land sales and land sales—related party $ 8,425 $ — $ — $ — $ 8,425 Management services—related party — — 31,015 418 31,433 Operating properties 1,177 — — — 1,177 9,602 — 31,015 418 41,035 Operating properties leasing revenues 969 690 — — 1,659 $ 10,571 $ 690 $ 31,015 $ 418 $ 42,694 (1) The tables above do not include revenues of the Great Park Venture, which are included in the Company’s reporting segment totals (see Notes 4 and 15). The Company, through Five Point Communities, LP (“FP LP”), and Five Point Communities Management, Inc., (“FP Inc.” and together with FP LP, the “Management Company”), has a development management agreement, as amended and restated (“A&R DMA”), with the Great Park Venture. The A&R DMA had an original term commencing on December 29, 2010 and ending on December 31, 2021 (the “Initial Term”). In addition to an annual fixed base fee and variable cost reimbursements, the Initial Term of the A&R DMA included incentive compensation that becomes payable in connection with and as a percentage of distributions made to the members of the Great Park Venture, including distributions made in periods after the Initial Term. Consideration in the form of 51 Table of Contents contingent incentive compensation from the A&R DMA was recognized as revenue and a contract asset as services were provided over the contract term. By mutual agreement, the Initial Term had been extended through December 31, 2022 (the “2022 Extension”). The 2022 Extension resulted in the elimination of variable cost reimbursements and an increase in the annual fixed base fee to $ 12.0 million for 2022. The 2022 Extension did not change the incentive compensation provisions of the A&R DMA applicable to the Initial Term. In December 2022, the Company and the Great Park Venture entered into a second amendment to the A&R DMA establishing the terms of service through December 31, 2024 (the “First Renewal Term”). The compensation payable to the Company during the First Renewal Term remained unchanged from the 2022 Extension and included the annual fixed base fee and incentive compensation payments. In September 2024, the Company and the Great Park Venture entered into a third amendment to the A&R DMA. Under the third amendment, the term of the A&R DMA has been renewed through December 31, 2026 (the “Second Renewal Term”). The compensation payable to the Company during the Second Renewal Term includes a $ 13.5 million annual fixed base fee beginning in 2025, which reflects an increase from the current $ 12.0 million annual fixed base fee under the First Renewal Term, and incentive compensation payments. The incentive compensation provisions of the A&R DMA were not changed pursuant to the third amendment. Due to the contingencies associated with estimating the amount of incentive compensation that ultimately will become payable for services provided through the Initial Term, the Company has constrained, under the guidance of ASC Topic 606, its estimate of incentive compensation revenues such that the Company believes that a significant reversal of revenues is not probable of occurring. As the contingencies are resolved in future periods, the Company may record adjustments to revenue to reflect changes in the Company’s estimate of incentive compensation expected to be received. Significant judgment is involved in management’s estimate of the amount of variable consideration included in the transaction price. In making this estimate, management utilizes projected cash flows of the operations of the Great Park Venture. These cash flows are significantly affected by estimates and assumptions related to market supply and demand, the local economy, projected pace of sales of homesites, projected pricing over the estimated selling period, the length of the estimated development and selling periods, remaining development, general, and administrative costs, the contract period, and other factors. Contract balances are recorded on the consolidated balance sheet in either related party assets or other assets for receivables from customers and contract assets (unbilled receivables) depending on whether the customer is a related party. Similarly, contract liabilities (deferred revenue) are included in accounts payable and other liabilities or related party liabilities. The opening and closing balances of the Company’s contract assets for the year ended December 31, 2024 were $ 72.1 million ($ 69.1 million related party, see Note 9) and $ 101.8 million ($ 100.8 million related party, see Note 9), respectively. The net increase of $ 29.7 million between the opening and closing balances of the Company’s contract assets primarily resulted from additional incentive compensation revenue recognized during the period that resulted from changes in the estimated constrained transaction price of the A&R DMA partially offset by the receipt of $ 50.9 million in incentive compensation payments from the Great Park Venture and the receipt of marketing fees from homebuilders from prior period land sales. The opening and closing balances of the Company’s contract assets for the year ended December 31, 2023 were $ 86.5 million ($ 79.9 million related party, see Note 9) and $ 72.1 million ($ 69.1 million related party, see Note 9), respectively. The net decrease of $ 14.4 million between the opening and closing balances of the Company’s contract assets primarily resulted from additional incentive compensation revenue recognized during the period that resulted from changes in the estimated constrained transaction price of the A&R DMA offset by the receipt of $ 46.5 million in incentive compensation payments from the Great Park Venture and the receipt of marketing fees from prior period land sales. The opening and closing balances of the Company’s other receivables from contracts with customers and contract liabilities for the years ended December 31, 2024 and 2023 were insignificant. The Company applies the disclosure exemptions associated with remaining performance obligations for contracts with an original expected term of one year or less, contracts for which revenue is recognized in proportion to the amount of services performed and variable consideration that is allocated to wholly unsatisfied performance obligations for services that form part of a series of services. 4. INVESTMENT IN UNCONSOLIDATED ENTITIES Great Park Venture The Great Park Venture previously had two classes of membership interests—“Percentage Interests” and “Legacy Interests.” The Operating Company owned 37.5 % of the Great Park Venture’s Percentage Interests as of December 31, 2024. Legacy Interest holders were entitled to receive priority distributions in an aggregate amount equal to $ 476.0 million, which were satisfied as of December 31, 2021, and up to an additional $ 89.0 million from participation in subsequent distributions of cash depending on the performance of the Great Park Venture. 52 Table of Contents During the year ended December 31, 2024, the Great Park Venture made aggregate distributions of $ 18.1 million to holders of Legacy Interests and $ 485.1 million to holders of Percentage Interests. The Company received $ 181.9 million for its 37.5 % Percentage Interest. During the year ended December 31, 2023, the Great Park Venture made aggregate distributions of $ 48.2 million to holders of Legacy Interests and $ 411.2 million to holders of Percentage Interests. The Company received $ 154.2 million for its 37.5 % Percentage Interest. With the distributions to the holders of Legacy Interests during the year ended December 31, 2024, the Great Park Venture fully satisfied the $ 89.0 million maximum participating Legacy Interest distribution rights, as a result of which, the Legacy Interests are no longer deemed to be outstanding. The Great Park Venture is the owner of Great Park Neighborhoods, a mixed-use planned community located in Orange County, California. The Company, through the A&R DMA, as amended, manages the planning, development and sale of the Great Park Neighborhoods and supervises the day-to-day affairs of the Great Park Venture. The Great Park Venture is governed by an executive committee of representatives appointed by only the holders of Percentage Interests. The Company serves as the administrative member but does not control the actions of the executive committee. The Company accounts for its investment in the Great Park Venture using the equity method of accounting. The carrying value of the Company’s investment in the Great Park Venture, acquired through a series of acquisitions in May 2016 (the “Formation Transactions”), is higher than the Company’s underlying share of equity in the carrying value of net assets of the Great Park Venture resulting in a basis difference. The Company’s earnings or losses from the equity method investment are adjusted by amortization and accretion of the basis differences as the assets (mainly inventory) and liabilities that gave rise to the basis difference are sold, settled or amortized. During the year ended December 31, 2024, the Great Park Venture recognized $ 22.6 million in land sale revenues to related parties of the Company and $ 590.2 million in land sale revenues to third parties. During the year ended December 31, 2023, the Great Park Venture recognized $ 16.2 million in land sale revenues to related parties of the Company and $ 538.6 million in land sale revenues to third parties, of which $ 357.8 million relates to homesites sold to an unaffiliated land banking entity whereby Lennar retained the option to acquire these homesites in the future from the land bank entity. During the year ended December 31, 2022, the Great Park Venture recognized $ 12.5 million in land sale revenues to related parties of the Company and $ 270.9 million in land sale revenues to third parties. The following table summarizes the statements of operations of the Great Park Venture for the years ended December 31, 2024, 2023 and 2022 (in thousands): 2024 2023 2022 Land sale and related party land sale revenues $ 612,806 $ 554,825 $ 283,402 Home sale revenues — — 40,475 Cost of land sales ( 144,876 ) ( 237,148 ) ( 155,692 ) Cost of home sales — ( 161 ) ( 29,692 ) Other costs and expenses ( 118,746 ) ( 66,906 ) ( 69,539 ) Net income of Great Park Venture $ 349,184 $ 250,610 $ 68,954 The Company’s share of net income $ 130,944 $ 93,979 $ 25,858 Basis difference amortization, net ( 11,157 ) ( 15,032 ) ( 5,414 ) Equity in earnings from Great Park Venture $ 119,787 $ 78,947 $ 20,444 53 Table of Contents The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of December 31, 2024 and 2023 (in thousands): 2024 2023 Inventories $ 274,738 $ 391,352 Cash and cash equivalents 118,256 61,054 Contract assets and receivables, net 169,604 166,793 Total assets $ 562,598 $ 619,199 Accounts payable and other liabilities $ 282,277 $ 184,847 Redeemable Legacy Interests — 18,075 Capital (Percentage Interest) 280,321 416,277 Total liabilities and capital $ 562,598 $ 619,199 The Company’s share of capital in Great Park Venture $ 105,121 $ 156,105 Unamortized basis difference 46,526 57,681 The Company’s investment in the Great Park Venture $ 151,647 $ 213,786 At each reporting period, and when events and circumstances dictate, the Company evaluates its equity method investment in the Great Park Venture for impairment. This evaluation focuses on the recoverability of the carrying value based upon the discounted value of distributions the Company expects to receive from the Great Park Venture. This evaluation is performed at the investment level and is separate and apart from impairment evaluations on long-lived assets, such as the Company’s consolidated inventory balances, that focus on recoverability with undiscounted cash flows. The Company evaluates the investment as a whole and does not evaluate the underlying assets of the Great Park Venture for impairment. If the Great Park Venture records an impairment charge against its assets, the Company will recognize its share of the loss, adjusted for basis differences. During the years ended December 31, 2024, 2023 and 2022, the Great Park Venture did not recognize any impairment losses on its long-lived assets. Gateway Commercial Venture The Company owned a 75 % interest in the Gateway Commercial Venture as of December 31, 2024. The Gateway Commercial Venture is governed by an executive committee in which the Company is entitled to appoint two individuals. One of the other members of the Gateway Commercial Venture is also entitled to appoint two individuals to the executive committee. The unanimous approval of the executive committee is required for certain matters, which limits the Company’s ability to control the Gateway Commercial Venture, however, the Company is able to exercise significant influence and therefore accounts for its investment in the Gateway Commercial Venture using the equity method. The Company is the manager of the Gateway Commercial Venture, with responsibility to manage and administer its day-to-day affairs. 54 Table of Contents The Five Point Gateway Campus (the “Five Point Gateway Campus”) is a 73 -acre office, medical, research and development campus located within the Great Park Neighborhoods consisting of four buildings totaling approximately one million square feet. During the year ended December 31, 2024, the Gateway Commercial Venture sold its remaining interests in the Five Point Gateway Campus, which included an approximately 189,000 square foot commercial office building and approximately 50 acres of commercial land on which up to an additional 189,000 square feet of commercial space can be developed, for a purchase price of $ 88.5 million. The purchase price consisted of $ 45.0 million in cash paid at closing and a $ 43.5 million note that matures in December 2026. After retiring the Gateway Commercial Venture’s outstanding debt, the Gateway Commercial Venture made distributions to its members, of which the Company received $ 17.2 million. The Company and a subsidiary of Lennar Corporation separately leased portions of the building that was under the ownership of the Gateway Commercial Venture, and during the years ended December 31, 2024, 2023 and 2022, the Gateway Commercial Venture recognized $ 8.7 million, $ 8.5 million and $ 8.4 million, respectively, in rental revenues from those leasing arrangements. The following table summarizes the statements of operations of the Gateway Commercial Venture for the years ended December 31, 2024, 2023 and 2022 (in thousands): 2024 2023 2022 Rental revenues $ 8,747 $ 8,482 $ 8,395 Rental operating and other expenses ( 3,509 ) ( 5,821 ) ( 3,063 ) Depreciation and amortization ( 4,011 ) ( 4,015 ) ( 3,960 ) Gain on sale of assets, net 17,826 — — Interest expense ( 2,590 ) ( 2,531 ) ( 1,541 ) Net income (loss) of Gateway Commercial Venture $ 16,463 $ ( 3,885 ) $ ( 169 ) Equity in earnings (loss) from Gateway Commercial Venture $ 12,347 $ ( 2,914 ) $ ( 127 ) The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of December 31, 2024 and 2023 (in thousands): 2024 2023 Real estate and related intangible assets, net $ — $ 76,719 Cash and restricted cash 257 5,574 Note receivable and other assets 43,667 3,554 Total assets $ 43,924 $ 85,847 Notes payable, net $ — $ 28,850 Other liabilities, net — 6,623 Members’ capital 43,924 50,374 Total liabilities and capital $ 43,924 $ 85,847 The Company’s investment in the Gateway Commercial Venture $ 32,943 $ 37,781 Valencia Landbank Venture As of December 31, 2024, the Company owned a 10 % interest in the Valencia Landbank Venture, an entity organized in December 2020 for the purpose of taking assignment from homebuilders of purchase and sale agreements for the purchase of residential lots within the Company’s Valencia community. The Valencia Landbank Venture concurrently enters into option and development agreements with homebuilders pursuant to which the homebuilders retain the option to purchase the land to construct and sell homes. The Company does not have a controlling financial interest in the Valencia Landbank Venture, however, the Company has the ability to significantly influence the Valencia Landbank Venture’s operating and financial policies, and most major decisions require the Company’s approval in addition to the approval of the Valencia Landbank Venture’s other unaffiliated member, and therefore the Company accounts for its investment in the Valencia Landbank Venture using the equity method. When the Company sells land to the Valencia Landbank Venture, it eliminates its pro-rata share of the intra-entity profits generated from the sale through earnings (loss) from unconsolidated entities until the land is sold by the Valencia Landbank Venture to third-party homebuilders. At December 31, 2024 and 2023, the Company’s investment in the Valencia Landbank Venture was $ 0.7 million and $ 1.2 million, respectively. During the years ended December 31, 2024, 2023 and 2022, the Company recognized equity in earnings of $ 0.5 million, $ 0.6 million and $ 1.2 million, respectively, from the Valencia Landbank Venture. 55 Table of Contents 5. NONCONTROLLING INTERESTS The Operating Company The Holding Company’s wholly owned subsidiary is the managing general partner of the Operating Company, and at December 31, 2024, the Holding Company and its wholly owned subsidiary owned approximately 62.6 % of the outstanding Class A Common Units and 100 % of the outstanding Class B Common Units of the Operating Company. The Holding Company consolidates the financial results of the Operating Company and its subsidiaries and records a noncontrolling interest for the remaining 37.4 % of the outstanding Class A Common Units of the Operating Company that are owned separately by affiliates of Lennar Corporation (“Lennar”), GFFP Holdings, LLC (“GFFP”), which in October 2024 acquired all of the interests previously owned by affiliates of Castlelake, L.P. (“Castlelake”), and an entity controlled by Emile Haddad, the Company’s Chairman Emeritus of the Board of Directors and former Chief Executive Officer (the “Management Partner”). After a 12 month holding period, holders of Class A Common Units of the Operating Company may exchange their units for, at the Company’s option, either (i) Class A common shares on a one -for-one basis (subject to adjustment in the event of share splits, distributions of shares, warrants or share rights, specified extraordinary distributions and similar events), or (ii) cash in an amount equal to the market value of such shares at the time of exchange. In either situation, an equal number of that holder’s Class B common shares will automatically convert into Class A common shares, at a ratio of 0.0003 Class A common shares for each Class B common share. Other than GFFP, which is subject to the 12 month holding period, this exchange right is currently exercisable by all holders of outstanding Class A Common Units of the Operating Company. With each exchange of Class A Common Units of the Operating Company for Class A common shares, the Holding Company’s percentage ownership interest in the Operating Company and its share of the Operating Company’s cash distributions and profits and losses will increase. Additionally, other issuances of common shares of the Holding Company or common units of the Operating Company result in changes to the noncontrolling interest percentage. Such equity transactions result in an adjustment between members’ capital and the noncontrolling interest in the Company’s consolidated balance sheet and statement of capital to account for the changes in the noncontrolling interest ownership percentage as well as any change in total net assets of the Company. During the years ended December 31, 2024, 2023 and 2022, the Holding Company’s ownership interest in the Operating Company changed as a result of net equity transactions related to the Company’s share-based compensation plan. The terms of the Operating Company’s Limited Partnership Agreement (“LPA”) provide for the payment of tax distributions to the Operating Company’s partners in an amount equal to the estimated income tax liabilities resulting from taxable income or gain allocated to those parties. The tax distribution provisions in the LPA were included in the Operating Company’s governing documents adopted prior to the Company’s initial public offering and were designed to provide funds necessary to pay tax liabilities for income that might be allocated, but not paid, to the partners. Tax distributions to the partners of the Operating Company for the years ended December 31, 2024, 2023 and 2022, were as follows (in thousands): Year Ended December 31, 2024 2023 2022 Management Partner $ 1,061 $ 4,033 $ 435 Other partners (excluding the Holding Company) 6,618 — — Total tax distributions $ 7,679 $ 4,033 $ 435 Generally, tax distributions are treated as advance distributions under the LPA and are taken into account when determining the amounts otherwise distributable under the LPA. The San Francisco Venture The San Francisco Venture, the entity developing the Candlestick and The San Francisco Shipyard communities, has three classes of units—Class A units, Class B units and Class C units. The Operating Company acquired a controlling interest in the San Francisco Venture in the May 2016 Formation Transactions by acquiring all of the outstanding Class B units of the San Francisco Venture. All of the outstanding Class A units are owned by Lennar and GFFP, which in October 2024 acquired all of the interests previously owned by Castlelake. The Class A units of the San Francisco Venture are intended to be substantially economically equivalent to the Class A Common Units of the Operating Company. The Class A units of the San Francisco Venture represent noncontrolling interests to the Operating Company. Holders of Class A units of the San Francisco Venture can redeem their units at any time and receive Class A Common Units of the Operating Company on a one -for-one basis (subject to adjustment in the event of share splits, distributions of shares, warrants or share rights, specified extraordinary distributions and similar events). If a holder requests a redemption of Class A units of the San Francisco Venture that would result in the Holding Company’s ownership of the Operating Company falling below 50.1 %, the 56 Table of Contents Holding Company has the option of satisfying the redemption with Class A common shares instead. The Company also has the option, at any time, to acquire outstanding Class A units of the San Francisco Venture in exchange for Class A Common Units of the Operating Company. The 12 month holding period for any Class A Common Units of the Operating Company issued in exchange for Class A units of the San Francisco Venture is calculated by including the period that such Class A units of the San Francisco Venture were owned. Other than GFFP who is subject to the 12 month holding period, this exchange right is currently exercisable by all holders of outstanding Class A units of the San Francisco Venture. Redeemable Noncontrolling Interest In 2019, the San Francisco Venture issued 25.0 million Class C units to an affiliate of Lennar in exchange for a contribution of $ 25.0 million to the San Francisco Venture. Provided that Lennar completes the construction of a certain number of new homes in Candlestick as contemplated under purchase and sale agreements with the Company, the San Francisco Venture is required to redeem the Class C units if and when the Company receives reimbursements from the Mello-Roos community facilities district formed for the development, in an aggregate amount equal to 50 % of any reimbursements received up to a maximum amount of $ 25.0 million. The San Francisco Venture also maintains the ability to redeem the then outstanding balance of Class C units for cash at any time. Upon a liquidation of the San Francisco Venture, the holders of Class C Units are entitled to a liquidation preference. The maximum amount payable by the San Francisco Venture pursuant to redemptions or liquidation of the Class C units is $ 25.0 million. The holders of Class C units are not entitled to receive any other forms of distributions and are not entitled to any voting rights. In connection with the issuance of the Class C units, the San Francisco Venture agreed to spend $ 25.0 million on the development of infrastructure and/or parking facilities at the Company’s Candlestick development. At each of December 31, 2024 and 2023, $ 25.0 million of Class C units were outstanding and included in redeemable noncontrolling interest on the consolidated balance sheets. 6. CONSOLIDATED VARIABLE INTEREST ENTITY The Holding Company conducts all of its operations through the Operating Company, a consolidated VIE, and as a result, substantially all of the Company’s assets and liabilities represent the assets and liabilities of the Operating Company, other than items attributed to income taxes and the payable pursuant to tax receivable agreement (“TRA”). The Operating Company has investments in and consolidates the assets and liabilities of the San Francisco Venture, FP LP and Five Point Land, LLC (“FPL”), the entity developing Valencia, all of which have also been determined to be VIEs. The San Francisco Venture is a VIE as the other members of the venture, individually or as a group, are not able to exercise kick-out rights or substantive participating rights. The Company applied the variable interest model and determined that it is the primary beneficiary of the San Francisco Venture and, accordingly, the San Francisco Venture is consolidated in the Company’s results. In making that determination, the Company evaluated that the Operating Company has unilateral and unconditional power to make decisions in regards to the activities that significantly impact the economics of the VIE, which are the development of properties, marketing and sale of properties, acquisition of land and other real estate properties and obtaining land ownership or ground lease for the underlying properties to be developed. The Company is determined to have more-than-insignificant economic benefit from the San Francisco Venture because, excluding Class C units, the Operating Company can prevent or cause the San Francisco Venture from making distributions on its units, and the Operating Company would receive 99 % of any such distributions made (assuming no distributions had been paid on the Class A Common Units of the Operating Company). In addition, the San Francisco Venture is only allowed to make a capital call on the Operating Company and not any other interest holders, which could be a significant financial risk to the Operating Company. As of December 31, 2024, the San Francisco Venture had total combined assets of $ 1.42 billion, primarily comprised of $ 1.42 billion of inventories and $ 0.9 million in related party assets, and total combined liabilities of $ 68.4 million, including $ 62.1 million in related party liabilities. As of December 31, 2023, the San Francisco Venture had total combined assets of $ 1.36 billion, primarily comprised of $ 1.36 billion of inventories and $ 0.9 million in related party assets, and total combined liabilities of $ 61.9 million, including $ 59.4 million in related party liabilities. Those assets are owned by, and those liabilities are obligations of, the San Francisco Venture, not the Company. The San Francisco Venture’s operating subsidiaries are not guarantors of the Company’s obligations, and the assets held by the San Francisco Venture’s operating subsidiaries may only be used as collateral for the obligations of the operating subsidiaries. The creditors of the San Francisco Venture do not have recourse to the assets of the Operating Company, as the VIE’s primary beneficiary, or of the Holding Company. The Company and the other members do not generally have an obligation to make capital contributions to the San Francisco Venture. In addition, there are no liquidity arrangements or agreements to fund capital or purchase assets that could require the Company to provide financial support to the San Francisco Venture. The Company does not guarantee any debt of the San Francisco Venture. However, the Operating Company has guaranteed the performance of payment by the San Francisco Venture in accordance with the redemption terms of the Class C units of the San Francisco Venture (see Note 5). 57 Table of Contents FP LP and FPL are VIEs because the other partners or members have disproportionately fewer voting rights and substantially all of the activities of the entities are conducted on behalf of the other partners or members and their related parties. The Operating Company, or a wholly owned subsidiary of the Operating Company, is the primary beneficiary of FP LP and FPL. As of December 31, 2024, FP LP and FPL had combined assets of $ 1.0 billion, primarily comprised of $ 876.2 million of inventories, $ 9.0 million of intangibles and $ 100.8 million in related party assets, and total combined liabilities of $ 62.0 million, including $ 61.1 million in accounts payable and other liabilities and $ 0.8 million in related party liabilities. As of December 31, 2023, FP LP and FPL had combined assets of $ 1.0 billion, primarily comprised of $ 855.6 million of inventories, $ 25.3 million of intangibles and $ 69.1 million in related party assets, and total combined liabilities of $ 60.0 million, including $ 57.3 million in accounts payable and other liabilities and $ 2.7 million in related party liabilities. The Company evaluates its primary beneficiary designation on an ongoing basis and assesses the appropriateness of the VIE’s status when events have occurred that would trigger such an analysis. During the years ended December 31, 2024, 2023 and 2022, respectively, there were no VIEs that were deconsolidated. 7. PROPERTIES AND EQUIPMENT, NET Properties and equipment as of December 31, 2024 and 2023 consisted of the following (in thousands): 2024 2023 Agriculture operating properties and equipment $ 30,711 $ 30,200 Furniture, fixtures, and other 7,758 9,577 Total properties and equipment 38,469 39,777 Accumulated depreciation ( 8,982 ) ( 10,632 ) Properties and equipment, net $ 29,487 $ 29,145 Depreciation expense was $ 0.3 million, $ 1.0 million and $ 1.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. 8. INTANGIBLE ASSET, NET—RELATED PARTY The intangible asset relates to the contract value of the incentive compensation provisions of the A&R DMA with the Great Park Venture acquired in the Formation Transactions (see Note 9). The intangible asset will be amortized over the contract period based on the pattern in which the economic benefits are expected to be received. The carrying amount and accumulated amortization of the intangible asset as of December 31, 2024 and 2023 were as follows (in thousands): 2024 2023 Gross carrying amount $ 129,705 $ 129,705 Accumulated amortization ( 120,668 ) ( 104,435 ) Net book value $ 9,037 $ 25,270 Intangible asset amortization expense, as a result of revenue recognition attributable to incentive compensation, was $ 16.2 million, $ 15.0 million and $ 11.1 million for the years ended December 31, 2024, 2023 and 2022, respectively. Amortization expense is included in the cost of management services in the accompanying consolidated statements of operations and is included in the Great Park segment. 58 Table of Contents 9. RELATED PARTY TRANSACTIONS Related party assets and liabilities included in the Company’s consolidated balance sheets as of December 31, 2024 and 2023 consisted of the following (in thousands): 2024 2023 Related Party Assets: Contract assets (see Note 3) $ 100,793 $ 69,068 Operating lease right-of-use asset (see Note 12) — 14,040 Other 877 862 $ 101,670 $ 83,970 Related Party Liabilities: Reimbursement obligation $ 62,057 $ 59,378 Payable to holders of Management Company’s Class B interests — 1,828 Operating lease liability (see Note 12) — 10,974 Accrued advisory fees 125 4,725 Other 1,115 1,169 $ 63,297 $ 78,074 Development Management Agreement with the Great Park Venture (Incentive Compensation Contract Asset) In 2010, the Great Park Venture, the Company’s equity method investee, engaged the Management Company under a development management agreement to provide management services to the Great Park Venture. The initial term of the development management agreement with the Great Park Venture expired on December 31, 2021 but had been extended by mutual agreement of the parties through December 31, 2022. The compensation structure in place consisted of a base fee and incentive compensation. Incentive compensation is characterized as “Legacy Incentive Compensation” and “Non-Legacy Incentive Compensation.” Legacy Incentive Compensation consists of a maximum of $ 9.0 million of incentive compensation payments attributed to contingent payments made under a cash flow participation agreement to which the Great Park Venture is a party. Holders of the Management Company’s Class B interests are entitled to receive distributions from the Management Company that are attributable to any Legacy Incentive Compensation received by the Management Company. Non-Legacy Incentive Compensation is 9 % of distributions available to be made by the Great Park Venture to holders of Percentage Interests of the Great Park Venture during the Initial Term (see Note 4). In December 2022, the Company and the Great Park Venture extended the A&R DMA through the First Renewal Term. The compensation payable to the Company during the First Renewal Term continued to include a base fee and incentive compensation payments. In September 2024, the Company and the Great Park Venture further extended the A&R DMA through the Second Renewal Term. The compensation payable to the Company during the Second Renewal Term includes a revised annual fixed base fee beginning in 2025 and incentive compensation payments. The incentive compensation provisions of the A&R DMA remain unchanged through the Second Renewal Term. If the A&R DMA is not extended by mutual agreement of the parties beyond December 31, 2026 and the Company is no longer providing management services subsequent to December 31, 2026, the Company will continue to be entitled to 6.75 % of distributions paid thereafter. During the year ended December 31, 2024, the Great Park Venture made Legacy Incentive Compensation payments to the Company of $ 1.8 million and Non-Legacy Incentive Compensation payments of $ 49.1 million. Upon receiving the Legacy Incentive Compensation payments, the Company distributed the $ 1.8 million in proceeds to the holders of the Management Company’s Class B interests. During the year ended December 31, 2023, the Great Park Venture made Legacy Incentive Compensation payments to the Company of $ 4.9 million and Non-Legacy Incentive Compensation payments of $ 41.6 million. Upon receiving the Legacy Incentive Compensation payments, the Company distributed the $ 4.9 million in proceeds to the holders of the Management Company’s Class B interests. As of December 31, 2024, the holders of the Management Company’s Class B interests had no further distribution rights. For the years ended December 31, 2024, 2023 and 2022, the Company recognized revenue from management services of $ 96.0 million, $ 47.2 million and $ 31.0 million, respectively, related to all management fees under the A&R DMA, and such revenues are included in management services—related party in the accompanying consolidated statements of operations and are included in the Great Park segment. At December 31, 2024 and 2023, included in contract assets in the table above is $ 99.2 million and $ 66.1 million, respectively, attributed to incentive compensation revenue recognized but not yet due (see Note 3). Operating Lease Right-of-Use Asset and Operating Lease Liability In December 2024, the Gateway Commercial Venture, the Company’s equity method investee, sold its remaining interests in the Five Point Gateway Campus (See Note 4). The Company leases corporate office space in the building previously owned by the 59 Table of Contents Gateway Commercial Venture at the Five Point Gateway Campus (See Note 12). Upon completion of the asset sale, the Company’s lease agreement for the corporate office space at the Five Point Gateway Campus continued with the third party buyer. Reimbursement Obligation Prior to the Company’s acquisition of the San Francisco Venture, the San Francisco Venture completed a separation transaction (the “Separation Transaction”) pursuant to an Amended and Restated Separation and Distribution Agreement (“Separation Agreement”) in which the equity interests in a subsidiary of the San Francisco Venture known as CPHP Development, LLC (“CPHP”) were distributed directly to the Class A members of the San Francisco Venture: (i) an affiliate of Lennar and (ii) an affiliate of Castlelake. The San Francisco Venture has entered into reimbursement agreements for which it has agreed to reimburse CPHP or its subsidiaries for a portion of the EB-5 loan liabilities and related interest that were assumed by CPHP or its subsidiaries pursuant to the Separation Agreement. Interest totaled $ 2.7 million, $ 2.7 million and $ 3.0 million for the years ended December 31, 2024, 2023 and 2022, respectively. All of the incurred interest for the years ended December 31, 2024, 2023 and 2022 was capitalized into inventories. The weighted average interest rate as of December 31, 2024 was 4.6 %. Pursuant to a reimbursement deferral agreement, principal and interest payments under the related party reimbursement obligation are deferred through March 31, 2025. Additionally, throughout 2024, the Company was notified by CPHP or its affiliates that certain payments that were previously expected to be paid by CPHP or its affiliates in 2024 had been deferred to 2025 and 2026. These deferred amounts continue to incur interest at the original interest rate. Principal payments of $ 57.5 million and $ 1.2 million are expected to be paid in 2025 and 2026, respectively, however, additional deferral notices may further extend the expected payment dates. Employment Transition Agreement and Advisory Agreement with Emile Haddad On August 23, 2021, the Company and the Company’s then Chairman, Chief Executive Officer and President, Emile Haddad, entered into an employment transition agreement pursuant to which, effective as of September 30, 2021, Mr. Haddad stepped down from his roles as Chairman, Chief Executive Officer and President. Mr. Haddad remained a member of the Company’s Board of Directors serving as Chairman Emeritus. Concurrently, the Company also entered into an advisory agreement with Mr. Haddad for an initial term of three years , which became effective on October 1, 2021 and expired on September 30, 2024. Mr. Haddad received an annual retainer of $ 5.0 million, and his unvested equity awards continued to vest in accordance with their terms, subject to continued service as an advisor or member of the Company’s Board of Directors. At December 31, 2023, included in accrued advisory fees in the table above is $ 3.6 million attributed to the initial term of Mr. Haddad’s advisory agreement (see Note 2). In December 2024, the Company and Mr. Haddad entered into a first amendment to the advisory agreement. Under the first amendment, the advisory agreement has been extended for a term of four years from December 1, 2024 through December 1, 2028 (the “Extended Term”). During the Extended Term, Mr. Haddad will receive an annual retainer of $ 1.5 million and an annual performance bonus of $ 1.0 million that is contingent upon the occurrence of certain vesting events. The Company incurred expense of $ 0.1 million related to the Extended Term for the year ended December 31, 2024, which is included in selling, general, and administrative expenses on the accompanying consolidated statement of operations. Employment Transition Agreement and Advisory Agreement with Lynn Jochim On February 9, 2022, the Company entered into an employment transition agreement with Lynn Jochim, the Company’s former President and Chief Operating Officer. Pursuant to the agreement, Ms. Jochim agreed to continue in her then current positions, at her then current compensation levels, until February 14, 2022. Concurrently, the Company also entered into an advisory agreement with Ms. Jochim for an initial term of three years , which became effective on February 15, 2022. Pursuant to the advisory agreement, the Company agreed to pay Ms. Jochim an annual retainer of $ 1.0 million. At December 31, 2024 and 2023, included in accrued advisory fees in the table above is $ 0.1 million and $ 1.1 million, respectively, attributed to Ms. Jochim’s advisory agreement (see Note 2). Valencia Purchase and Sale Agreements In 2024, the Company entered into a purchase and sale agreement with an unaffiliated land banking entity for the sale of 179 homesites on approximately 31 acres at the Company’s Valencia community. Initial gross proceeds were $ 76.9 million, representing the base purchase price. Lennar retained the option to acquire these homesites in the future from the unaffiliated land banking entity and has historically exercised its options to acquire such homesites. In 2023, the Company entered into a purchase and sale agreement with an unaffiliated land banking entity for the sale of 583 homesites on approximately 46 acres at the Company’s Valencia community. Initial gross proceeds were $ 101.8 million, representing 60 Table of Contents the base purchase price. Lennar retained the option to acquire these homesites in the future from the unaffiliated land banking entity and has historically exercised its options to acquire such homesites. Gateway Commercial Venture Property Management Agreement The Company previously entered into a property management agreement with Gateway Commercial Venture in which the Company provided certain property management services to the Five Point Gateway Campus. In each of the years ended December 31, 2024, 2023, and 2022, the Company recognized revenue from these management services of $ 0.4 million, which is included in management services—related party in the accompanying consolidated statements of operations. In December 2024, the Company’s property management agreement with the Gateway Commercial Venture was terminated, and the Company is no longer managing any commercial operations at the Five Point Gateway Campus. 10. NOTES PAYABLE, NET At December 31, 2024 and 2023, notes payable, net consisted of the following (in thousands): 2024 2023 10.500 % initial rate New Senior Notes due 2028 $ 523,494 $ — 7.875 % Senior Notes due 2025 1,500 625,000 Unamortized premium 2,591 — Unamortized debt issuance costs ( 1,848 ) ( 2,814 ) $ 525,737 $ 622,186 Senior Notes The Operating Company and Five Point Capital Corp., a directly wholly owned subsidiary of the Operating Company (the “Co-Issuer” and, together with the Operating Company, the “Issuers”), previously offered, sold and issued $ 625.0 million aggregate principal amount of 7.875 % unsecured senior notes due November 15, 2025 (the “Senior Notes”). Interest on the Senior Notes is payable on May 15 and November 15 of each year. The Senior Notes are guaranteed, jointly and severally, by certain direct and indirect subsidiaries of the Operating Company and are redeemable at the option of the Issuers, in whole or in part, at par, plus accrued and unpaid interest. On January 16, 2024, the Issuers settled an exchange offer to exchange any and all of their $ 625.0 million 7.875 % Senior Notes for new 10.500 % initial rate senior notes due January 15, 2028 (the “New Senior Notes”). Pursuant to the exchange offer, the Issuers exchanged $ 623.5 million aggregate principal amount of Senior Notes, which represented 99.76 % of the existing Senior Notes outstanding immediately prior to the exchange offer, for $ 523.5 million aggregate principal amount of New Senior Notes and $ 100.0 million of aggregate cash consideration, plus accrued interest. The New Senior Notes accrue interest at a rate of 10.500 % per annum from and including January 16, 2024 to, but not including, November 15, 2025, 11.000 % per annum from and including November 15, 2025 to, but not including, November 15, 2026, and 12.000 % per annum from and including November 15, 2026 to, but not including, January 15, 2028. Interest on the New Senior Notes is payable semi-annually on each May 15 and November 15, commencing May 15, 2024. The exchange was accounted for as a debt modification under ASC 470-50 as the terms of the New Senior Notes were not substantially different from the terms of the Senior Notes. Under debt modification accounting, third party costs are expensed as incurred. During the year ended December 31, 2024, the Company expensed $ 5.9 million in third party transaction and advisory costs incurred in connection with the exchange. Debt issuance costs and premium are amortized over the term of the New Senior Notes using the effective interest method, and at December 31, 2024 the effective interest rate was 11.13 %. The New Senior Notes are guaranteed, jointly and severally, by certain direct and indirect subsidiaries of the Operating Company and are redeemable at the option of the Issuers, in whole or in part, at a declining call premium as set forth in the indenture governing the New Senior Notes, plus accrued and unpaid interest. Interest incurred, including amortization of debt issuance costs and premium, on the Senior Notes and New Senior Notes during the years ended December 31, 2024, 2023 and 2022 totaled $ 58.4 million, $ 50.8 million and $ 50.8 million, respectively. All interest incurred was capitalized to inventories for all three years. Revolving Credit Facility The Operating Company has a $ 125.0 million unsecured revolving credit facility, with $ 100.0 million of the commitments under the revolving credit facility maturing in July 2027 and the remaining $ 25.0 million commitment maturing in April 2026. Any borrowings under the revolving credit agreement will bear interest at CME Term Secured Overnight Financing Rate 1 Month increased by 0.10 % plus a margin of either 2.25 % or 2.50 % based on the Company’s leverage ratio. The revolving credit facility includes an accordion feature that allows the Operating Company to increase the maximum aggregate commitments up to $ 150.0 million, subject to certain conditions, including the receipt of commitments from the lenders. As of December 31, 2024, no borrowings or letters of credit were outstanding on the Operating Company’s revolving credit facility. 61 Table of Contents 11. TAX RECEIVABLE AGREEMENT The Company is a party to a TRA with all of the holders of Class A Common Units of the Operating Company, all the holders of Class A units of the San Francisco Venture, and prior holders of Class A Common Units of the Operating Company and prior holders of Class A units of the San Francisco Venture that have exchanged their holdings for Class A common shares (as parties to the TRA, the “TRA Parties”). The TRA provides for payment by the Company to the TRA Parties or their successors of 85 % of the amount of cash savings, if any, in income tax the Company realizes as a result of: (a) Increases in the Company’s tax basis attributable to exchanges of Class A Common Units of the Operating Company for Class A common shares of the Company or cash or certain other taxable acquisitions of equity interests by the Operating Company. The Company expects that basis adjustments resulting from these transactions, if they occur, are likely to reduce the amount of income tax the Company would otherwise be required to pay in the future. (b) Allocations that result from the application of the principles of Section 704(c) of the Internal Revenue Code of 1986, as amended (the “Code”). Section 704(c) of the Code, and the U.S. Treasury regulations promulgated thereunder, require that items of income, gain, loss and deduction that are attributable to the Operating Company’s directly and indirectly held property, including property contributed to the Operating Company pursuant to the Formation Transactions and the property held by the Operating Company prior to the Formation Transactions, must be allocated among the members of the Operating Company to take into account the difference between the fair market value and the adjusted tax basis of such assets on May 2, 2016. As a result, the Operating Company will be required to make certain special allocations of its items of income, gain, loss and deduction that are attributable to such assets. The Company expects these allocations, like the increases in tax basis described above, are likely to reduce the amount of income tax the Company would otherwise be required to pay in the future. (c) Tax benefits related to imputed interest or guaranteed payments deemed to be paid or incurred by the Company as a result of the TRA. At December 31, 2024 and 2023, the Company’s consolidated balance sheets included liabilities of $ 173.4 million and $ 173.2 million, respectively, for payments expected to be made under certain components of the TRA which the Company deems to be probable and estimable. Management deems a TRA payment related to the benefits expected to be received by the Company under the application of Section 704(c) of the Code to be probable and estimable when an event occurs that results in the Company measuring the Operating Company’s direct or indirectly held property at fair value in the Company’s consolidated balance sheet or the sale of such property at fair value. Either of these activities are indicators that the difference between the fair market value of the property and the adjusted tax basis has been or will be realized, resulting in special allocations of income, gain, loss or deduction that are likely to reduce the amount of income taxes that the Company would otherwise pay. The Company may record additional TRA liabilities related to properties not currently held at fair value when those properties are recognized or realized at fair value. Changes in the Company’s estimates of the utilization of its deferred tax attributes and tax rates in effect may also result in subsequent changes to the amount of TRA liabilities recorded. The term of the TRA will continue until all such tax benefits under the agreement have been utilized or expired, unless the Company exercises its right, subject to certain conditions of the agreement, to terminate the TRA for an amount based on an agreed value of payments remaining to be made under the agreement. No TRA payments were made during the years ended December 31, 2024, 2023 and 2022. 12. LEASES The Company’s lessee arrangements consist of agreements to lease certain office facilities and equipment and the Company’s lessor arrangements consist of leases of portions of land to third parties for agriculture or other miscellaneous uses. The Company’s agricultural land lease agreements are generally short-term in nature. As of December 31, 2024, all leasing arrangements are classified as operating leases and do not contain residual value guarantees or material restrictions. The Company’s office leases have remaining lease terms of approximately four years to five years , one of which includes a Company option to extend the lease for up to five years and one of which includes a landlord option to terminate the lease 18 months subsequent to written notice to the Company. The Company only includes renewal options in the lease term when it is reasonably certain that it will exercise such options. 62 Table of Contents The components of lease costs were as follows for the years ended December 31, 2024, 2023 and 2022 (in thousands): 2024 2023 2022 Operating lease cost $ 702 $ 1,276 $ 1,957 Related party operating lease cost 2,892 3,154 3,154 Short-term lease cost 736 472 410 Supplemental balance sheet information related to leases as of December 31, 2024 and 2023 were as follows (in thousands, except lease term in years and discount rate): 2024 2023 Operating lease right-of-use assets ($ 0 and $ 14,040 related party, respectively) $ 12,973 $ 16,002 Operating lease liabilities ($ 0 and $ 10,974 related party, respectively) $ 10,980 $ 12,755 Weighted average remaining lease term (operating lease) 4.1 5.1 Weighted average discount rate (operating lease) 6.7 % 6.7 % Operating lease right-of-use assets are included in other assets or related party assets and operating lease liabilities are included in accounts payable and other liabilities or related party liabilities on the consolidated balance sheets. The table below reconciles the undiscounted cash flows to operating lease liabilities recorded on the consolidated balance sheet as of December 31, 2024 (in thousands): Years Ending December 31, Rental Payments 2025 $ 2,882 2026 3,010 2027 3,102 2028 3,193 2029 480 Thereafter — Total lease payments $ 12,667 Discount $ 1,687 Total operating lease liabilities $ 10,980 13. COMMITMENTS AND CONTINGENCIES The Company is subject to the usual obligations associated with entering into contracts for the purchase, development, and sale of real estate, which the Company does in the routine conduct of its business. The operations of the Company are conducted through the Operating Company and its subsidiaries, and in some cases, the Holding Company will guarantee the performance of the Operating Company or its subsidiaries. Valencia Project Approval Settlement In September 2017, the Company reached a settlement with key national and state environmental and Native American organizations that were petitioners (the “Settling Petitioners”) in various legal challenges to Valencia’s regulatory approvals and permits. The Holding Company has provided a guaranty to the Settling Petitioners for monetary payments due from the Company as required under the settlement. As of December 31, 2024, the remaining estimated maximum potential amount of monetary payments subject to the guaranty was $ 6.6 million with the final payment due in 2026. Valencia Water Purchase Agreement The Company is subject to a water purchase agreement requiring annual payments in exchange for the delivery of water for the Company’s exclusive use. The agreement has an initial 35 -year term, which expires in 2039 with an option for a second 35 -year term. During the year ended December 31, 2024, the Company made payments totaling $ 1.4 million under the agreement. The annual minimum payments for years 2025 to 2029 are $ 1.5 million, $ 1.5 million, $ 1.6 million, $ 1.6 million and $ 1.7 million, respectively. At December 31, 2024, the aggregate of all annual minimum payments remaining under the initial term total $ 28.3 million. 63 Table of Contents Valencia Infrastructure Project In January 2012, the Company entered into an agreement with Los Angeles County, in which the Company would finance up to a maximum of $ 45.8 million for the construction costs of an interchange project that Los Angeles County is managing. The interchange project was completed in 2019 and is a critical infrastructure project that benefits Valencia. As of December 31, 2024, the Company has made aggregate payments of $ 37.0 million. At both December 31, 2024 and 2023, the Company had $ 8.9 million included in accounts payable and other liabilities in the accompanying consolidated balance sheets, representing unreimbursed construction costs payable to Los Angeles County. Performance and Completion Bonding Agreements In the ordinary course of business and as a part of the entitlement and development process, the Company is required to provide performance bonds to ensure completion of certain of the Company’s development obligations. The Company had outstanding performance bonds of $ 375.8 million and $ 306.9 million as of December 31, 2024 and 2023, respectively. Candlestick and The San Francisco Shipyard Disposition and Development Agreement The San Francisco Venture is a party to a disposition and development agreement with the Successor to the Redevelopment Agency of the City and County of San Francisco (the “San Francisco Agency”) in which the San Francisco Agency has agreed to convey portions of Candlestick and The San Francisco Shipyard to the San Francisco Venture for development. The San Francisco Venture has agreed to reimburse the San Francisco Agency for reasonable costs and expenses actually incurred and paid by the San Francisco Agency in performing its obligations under the disposition and development agreement. The San Francisco Agency can also earn a return of certain profits generated from the development and sale of Candlestick and The San Francisco Shipyard if certain thresholds are met. At both December 31, 2024 and 2023, the San Francisco Venture had outstanding guarantees benefiting the San Francisco Agency for infrastructure and construction of certain park and open space obligations with aggregate maximum obligations of $ 198.3 million. Letters of Credit At both December 31, 2024 and 2023, the Company had outstanding letters of credit totaling $ 1.0 million. These letters of credit were issued to secure various development and financial obligations. At both December 31, 2024 and 2023, the Company had restricted cash and certificates of deposit of $ 1.0 million pledged as collateral under the letters of credit agreements. Legal Proceedings Hunters Point Litigation In May 2018, residents of the Bayview Hunters Point neighborhood in San Francisco filed a putative class action in San Francisco Superior Court naming Tetra Tech, Inc. and Tetra Tech EC, Inc., an independent contractor hired by the U.S. Navy to conduct testing and remediation of toxic radiological waste at The San Francisco Shipyard (“Tetra Tech”), Lennar and the Company as defendants (the “Bayview Action”) . The plaintiffs allege that, among other things, Tetra Tech fraudulently misrepresented its test results and remediation efforts. The plaintiffs are seeking damages against Tetra Tech and the Company and have requested an injunction to prevent the Company and Lennar from undertaking any development activities at The San Francisco Shipyard. The Company believes that it has meritorious defenses to the allegations in the Bayview Action and may have insurance and indemnification rights against third parties with respect to the claims. Other Other than the actions outlined above, the Company is also a party to various other claims, legal actions, and complaints arising in the ordinary course of business, the disposition of which, in the Company’s opinion, will not have a material adverse effect on the Company’s consolidated financial statements. As a significant land owner and developer of unimproved land it is possible that environmental contamination conditions could exist that would require the Company to take corrective action. In the opinion of the Company, such corrective actions, if any, would not have a material adverse effect on the Company’s consolidated financial statements. 64 Table of Contents 14. SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information for the years ended December 31, 2024, 2023 and 2022 is as follows (in thousands): 2024 2023 2022 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest, all of which was capitalized to inventories $ 54,091 $ 51,278 $ 52,295 Cash paid for income taxes $ 3,473 $ — $ — Noncash lease expense $ 2,788 $ 3,958 $ 4,632 NONCASH INVESTING AND FINANCING ACTIVITIES: Adjustment to operating lease right-of-use assets from lease modification, net $ ( 241 ) $ 982 $ — Accrued financing costs $ — $ 117 $ — Adjustment to liability recognized under TRA $ 215 $ 140 $ ( 1,058 ) Senior Notes due 2025 exchanged for New Senior Notes due 2028 (see Note 10) $ 523,500 $ — $ — Noncash lease expense is included within the depreciation and amortization adjustment to net income (loss) on the Company’s consolidated statements of cash flows. Supplemental cash flow information related to leases for the years ended December 31, 2024, 2023 and 2022 is as follows (in thousands): 2024 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 2,549 $ 4,700 $ 5,170 The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows for the years ended December 31, 2024, 2023 and 2022 (in thousands): 2024 2023 2022 Cash and cash equivalents $ 430,875 $ 353,801 $ 131,771 Restricted cash and certificates of deposit 992 992 992 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 431,867 $ 354,793 $ 132,763 Amounts included in restricted cash and certificates of deposit represent amounts held as collateral on open letters of credit related to development obligations or because of other contractual obligations of the Company that require the restriction. 15. SEGMENT REPORTING The Company’s reportable segments consist of: • Valencia—includes the community of Valencia being developed in northern Los Angeles County, California. The Valencia segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers. The Company’s investment in the Valencia Landbank Venture is also reported in the Valencia segment. • San Francisco—includes the Candlestick and The San Francisco Shipyard communities located on bayfront property in the City of San Francisco, California. The San Francisco segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers. • Great Park—includes Great Park Neighborhoods being developed adjacent to and around the Orange County Great Park, a metropolitan park under construction in Orange County, California. This segment also includes management services provided by the Management Company to the Great Park Venture, the owner of the Great Park Neighborhoods. As of December 31, 2024, the Company had a 37.5 % Percentage Interest in the Great Park Venture and accounted for the investment under the equity method. The reported segment information for the Great Park segment includes the results of 100% of the Great Park Venture at the historical basis of the venture, which did not apply push down accounting at acquisition date. The Great Park segment derives revenues at the Great Park Neighborhoods from sales of residential and commercial land sites to homebuilders, commercial developers and commercial buyers and management services provided by the Company to the Great Park Venture. The Company’s chief operating decision maker (“CODM”) is the Company’s President and Chief Executive Officer. The CODM seeks to allocate resources to the Company’s segments with the objective of maximizing value by managing capital and 65 Table of Contents overhead spend with revenue opportunities. Segment profit is a measure that the CODM uses in the process of monitoring the performance of each segment and making operating decisions to best achieve those objectives. Segment operating results and reconciliations to the Company’s consolidated balances for the years ended December 31, 2024, 2023 and 2022 are as follows: For the year ended December 31, 2024 (in thousands) Valencia San Francisco Great Park Total reportable segments Removal of Great Park Venture (1) Add investment in Great Park Venture Corporate and unallocated (2) Total Consolidated Revenues $ 140,844 $ 678 $ 708,761 $ 850,283 $ ( 612,806 ) $ — $ 449 $ 237,926 Less: Cost of land sales 90,109 — 144,876 234,985 ( 144,876 ) — — 90,109 Management services — — 23,852 23,852 — — — 23,852 Selling, general, and administrative 10,356 4,883 11,033 26,272 ( 11,033 ) — 35,994 51,233 Management fees-related party — — 113,934 113,934 ( 113,934 ) — — — Other segment items (3) 4,700 ( 69 ) ( 6,221 ) ( 1,590 ) 6,221 ( 119,787 ) 10,254 ( 104,902 ) Segment profit (loss) / Net income (loss) 35,679 ( 4,136 ) 421,287 452,830 ( 349,184 ) 119,787 ( 45,799 ) 177,634 Other segment disclosures: Depreciation and amortization 38 — 16,233 16,271 — — 298 16,569 Interest income — 69 6,221 6,290 ( 6,221 ) — 10,789 10,858 Segment assets 914,583 1,424,819 670,906 3,010,308 ( 562,598 ) 151,647 477,060 3,076,417 Inventory assets 876,172 1,421,908 274,738 2,572,818 ( 274,738 ) — — 2,298,080 Expenditures for long-lived assets (4) 111,493 64,003 26,346 201,842 ( 26,346 ) — — 175,496 (1) Represents the removal of the Great Park Venture operating results and balances which are included in the Great Park segment operating results and balances at 100% of its historical basis, but are not included in the Company’s consolidated results and balances as the Company accounts for its investment in the venture using the equity method of accounting. After the sale of the Gateway Commercial Venture’s commercial operating assets in December 2024 (See Note 4), the Company’s commercial segment is no longer operating. The Company has reported the equity in earnings from the Company’s investment in the Gateway Commercial Venture within the corporate and unallocated column in the table above. (2) Corporate and unallocated activity is primarily comprised of corporate general and administrative expenses, interest income, income tax provision of $ 27.5 million, Senior Notes exchange costs and equity in earnings from the Gateway Commercial Venture. Corporate and unallocated assets consist of cash and cash equivalents, investment in the Gateway Commercial Venture, leasehold improvements, ROU assets, prepaid expenses and deferred financing costs. (3) Other segment items for each reportable segment include: • Valencia—operating properties expenses, pension costs and equity in earnings from the Valencia Landbank Venture. • San Francisco—interest income. • Great Park—interest income. (4) Expenditures for long-lived assets are net of inventory cost reimbursements and other inventory cost recoveries and include noncash project accruals and capitalized interest. For the year ended December 31, 2024, Valencia’s net expenditures include $ 10.1 million, San Francisco’s net expenditures include $ 1.1 million and Great Park Venture’s net expenditures include $ 167.3 million in inventory cost reimbursements and recoveries received. 66 Table of Contents For the year ended December 31, 2023 (in thousands) Valencia San Francisco Great Park Total reportable segments Removal of Great Park Venture (1) Add investment in Great Park Venture Corporate and unallocated (2) Total Consolidated Revenues $ 163,457 $ 654 $ 602,015 $ 766,126 $ ( 554,825 ) $ — $ 431 $ 211,732 Less: Cost of land sales (3) 105,651 — 237,309 342,960 ( 237,309 ) — — 105,651 Management services — — 22,170 22,170 — — — 22,170 Selling, general, and administrative 11,577 3,989 10,927 26,493 ( 10,927 ) — 35,929 51,495 Management fees-related party — — 65,395 65,395 ( 65,395 ) — — — Other segment items (4) 4,593 ( 22 ) ( 9,416 ) ( 4,845 ) 9,416 ( 78,947 ) ( 6,924 ) ( 81,300 ) Segment profit (loss) / Net income (loss) 41,636 ( 3,313 ) 275,630 313,953 ( 250,610 ) 78,947 ( 28,574 ) 113,716 Other segment disclosures: Depreciation and amortization 3 — 14,987 14,990 — — 986 15,976 Interest income — 22 7,490 7,512 ( 7,490 ) — 7,208 7,230 Segment assets 895,983 1,360,036 710,665 2,966,684 ( 619,199 ) 213,786 408,017 2,969,288 Inventory assets 855,574 1,357,905 391,352 2,604,831 ( 391,352 ) — — 2,213,479 Expenditures for long-lived assets (5) 34,066 46,708 21,004 101,778 ( 21,004 ) — — 80,774 (1) Represents the removal of the Great Park Venture operating results and balances which are included in the Great Park segment operating results and balances at 100% of its historical basis, but are not included in the Company’s consolidated results and balances as the Company accounts for its investment in the venture using the equity method of accounting. After the sale of the Gateway Commercial Venture’s commercial operating assets in December 2024 (See Note 4), the Company’s commercial segment is no longer operating. The Company has recast the segment presentation for the comparative prior period to report the equity in loss from the Company’s investment in the Gateway Commercial Venture within the corporate and unallocated column in the table above. (2) Corporate and unallocated activity is primarily comprised of corporate general and administrative expenses, interest income, income tax benefit of $ 4.4 million, Senior Notes exchange costs and equity in loss from the Gateway Commercial Venture. Corporate and unallocated assets consist of cash and cash equivalents, investment in the Gateway Commercial Venture, leasehold improvements, ROU assets, prepaid expenses and deferred financing costs. (3) For the year ended December 31, 2023, included within cost of land sales at the Great Park segment is cost of home sales of $ 0.2 million. (4) Other segment items for each reportable segment include: • Valencia—operating properties expenses, pension costs, miscellaneous other income and equity in earnings from the Valencia Landbank Venture. • San Francisco—interest income. • Great Park—interest income and equity in earnings from the Great Park Landbank Venture. (5) Expenditures for long-lived assets are net of inventory cost reimbursements and other inventory cost recoveries and include noncash project accruals and capitalized interest. For the year ended December 31, 2023, Valencia’s net expenditures include $ 64.1 million, San Francisco’s net expenditures include $ 1.1 million and Great Park Venture’s net expenditures include $ 89.6 million in inventory cost reimbursements and recoveries received. 67 Table of Contents For the year ended December 31, 2022 (in thousands) Valencia San Francisco Great Park Total reportable segments Removal of Great Park Venture (1) Add investment in Great Park Venture Corporate and unallocated (2) Total Consolidated Revenues $ 10,571 $ 690 $ 354,892 $ 366,153 $ ( 323,877 ) $ — $ 418 $ 42,694 Less: Cost of land sales (3) ( 996 ) — 185,384 184,388 ( 185,384 ) — — ( 996 ) Management services — — 20,261 20,261 — — — 20,261 Selling, general, and administrative 13,602 4,087 18,127 35,816 ( 18,127 ) — 36,902 54,591 Management fees-related party — — 53,298 53,298 ( 53,298 ) — — — Other segment items (4) 6,788 ( 1 ) ( 1,886 ) 4,901 1,886 ( 20,444 ) 17,269 3,612 Segment profit (loss) / Net income (loss) ( 8,823 ) ( 3,396 ) 79,708 67,489 ( 68,954 ) 20,444 ( 53,753 ) ( 34,774 ) Other segment disclosures: Depreciation and amortization 45 77 11,149 11,271 — — 1,031 12,302 Interest income 1 1 1,532 1,534 ( 1,532 ) — 824 826 Segment assets 972,028 1,314,308 916,909 3,203,245 ( 799,174 ) 289,026 192,687 2,885,784 Inventory assets 927,929 1,311,196 605,893 2,845,018 ( 605,893 ) — — 2,239,125 Expenditures for long-lived assets (5) 101,634 40,742 102,695 245,071 ( 102,695 ) — — 142,376 (1) Represents the removal of the Great Park Venture operating results and balances which are included in the Great Park segment operating results and balances at 100% of its historical basis, but are not included in the Company’s consolidated results and balances as the Company accounts for its investment in the venture using the equity method of accounting. After the sale of the Gateway Commercial Venture’s commercial operating assets in December 2024 (See Note 4), the Company’s commercial segment is no longer operating. The Company has recast the segment presentation for the comparative prior period to report the equity in loss from the Company’s investment in the Gateway Commercial Venture within the corporate and unallocated column in the table above. (2) Corporate and unallocated activity is primarily comprised of corporate general and administrative expenses, interest income, income tax benefit of $ 1.5 million, restructuring expenses and equity in loss from the Gateway Commercial Venture. Corporate and unallocated assets consist of cash and cash equivalents, investment in the Gateway Commercial Venture, leasehold improvements, ROU assets, prepaid expenses and deferred financing costs. (3) For the year ended December 31, 2022, included within cost of land sales at the Great Park segment is cost of home sales of $ 29.7 million. (4) Other segment items for each reportable segment include: • Valencia—operating properties expenses, interest income, pension costs and equity in earnings from the Valencia Landbank Venture. • San Francisco—interest income. • Great Park—interest income and equity in earnings from the Great Park Landbank Venture. (5) Expenditures for long-lived assets are net of inventory cost reimbursements and other inventory cost recoveries and include noncash project accruals and capitalized interest. For the year ended December 31, 2022, Valencia’s net expenditures include $ 34.8 million, San Francisco’s net expenditures include $ 3.3 million and Great Park Venture’s net expenditures include $ 43.7 million in inventory cost reimbursements and recoveries received. A third-party home builder represented one of the Company’s major customers during the year ended December 31, 2024, accounting for approximately $ 31.2 million, or 13 %, of total consolidated revenues. Revenues generated from this customer were from the sale of homesites and variable land sale consideration from profit participation and marketing fees in Valencia. An unaffiliated land banking entity that acquired homesites in Valencia in 2024 represented another one of the Company’s major customers during the year ended December 31, 2024 and accounted for approximately $ 76.9 million, or 32 % of total consolidated revenues. Lennar retained the option to acquire these homesites in the future from the unaffiliated land banking entity and has historically exercised its options to acquire such homesites. Two third-party home builders represented major customers of the Company during the year ended December 31, 2023, accounting for approximately $ 39.4 million, or 19 %, and $ 21.7 million, or 10 %, of total consolidated revenues, respectively. Revenues generated from these customers were from the sale of homesites and variable land sale consideration from profit participation and marketing fees in Valencia. An unaffiliated land banking entity that acquired homesites in Valencia in 2023 represented one of the Company’s major customers during the year ended December 31, 2023 and accounted for approximately $ 101.8 million, or 48 %, of total consolidated revenues. Lennar retained the option to acquire these homesites in the future from the unaffiliated land banking entity and has historically exercised its options to acquire such homesites. Lennar represented one of the Company’s major customers during the year ended December 31, 2022, accounting for approximately $ 7.5 million, or 18 %, of total consolidated revenues. Revenues generated from Lennar primarily consisted of variable land sale consideration from profit participation in Valencia. The Great Park Venture represented another of the Company’s major customers for the years ended December 31, 2024, 2023 and 2022, and accounted for approximately $ 96.0 million, or 40 %, $ 47.2 million, or 22 %, and $ 31.0 million, or 73 %, of total consolidated revenues, respectively. These revenues represented management services revenues and were reported in the Great Park segment. 68 Table of Contents 16. SHARE-BASED COMPENSATION In April 2023, the Company’s Board of Directors approved the Five Point Holdings, LLC 2023 Incentive Award Plan (the “Incentive Award Plan”) as the successor to the Five Point Holdings, LLC Amended and Restated 2016 Incentive Award Plan (the “Prior Plan”). The Incentive Award Plan became effective on June 7, 2023, the date on which it was approved by shareholders at the 2023 Annual Meeting of Shareholders. The Incentive Award Plan increased the aggregate number of common shares available for issuance under the Prior Plan by 7,500,000 Class A common shares of the Holding Company. As of December 31, 2024, there were 4,697,870 remaining Class A common shares available for future issuance under the Incentive Award Plan. The Incentive Award Plan provides for the grant of share options, restricted shares, restricted share units, performance awards (which include, but are not limited to, cash bonuses), distribution equivalent awards, deferred share awards, share payment awards, share appreciation rights, other incentive awards (which include, but are not limited to, LTIP Unit awards (as defined in the Incentive Award Plan) and performance share awards. Employees and consultants of the Company and its subsidiaries and affiliates, as well as non-employee members of the Company’s Board of Directors, are eligible to receive awards under the Incentive Award Plan. Under the Incentive Award Plan, the Company has granted restricted share units (“RSUs”) and restricted share awards either fully vested, with service conditions or with service and performance or market performance conditions. Awards with a service condition generally vest over a two-year or three-year period or in the case of non-employee directors over one year . Awards with a service and market performance condition generally vest at the end of a three-year period if the market condition was achieved at the end of the service period. Awards with a service and performance condition generally vest at the end of a two or three-year service period if the performance condition was achieved during the service period. Restricted share awards entitle the holders to non-forfeitable distributions and to vote the underlying Class A common share during the restricted period. The Company estimates the fair value of restricted share awards with a service or performance condition based on the closing market price of the Company’s Class A common shares on the award’s grant date. The grant date fair value of awards with a market condition are determined using a Monte-Carlo valuation model. The Monte Carlo model is based on random projections of share price paths and must be repeated numerous times to achieve a probabilistic assessment. The model incorporates assumptions related to the expected volatility of our share price and risk free interest rates. For awards granted during the years ended December 31, 2024 and 2023 , expected volatility was 46.78 % and 57.98 %, respectively, and was calculated based on the historical volatility of the Company’s common stock using daily share price returns over a three-year lookback period from the date of grant, and t he risk-free interest rate was 4.15 % and 4.44 %, respectively, and was based on U.S. Treasury yield curve rates with maturities consistent with the three-year vesting period. During the years ended December 31, 2024, 2023 and 2022, the Company reacquired vested RSUs and restricted share awards from employees for $ 0.8 million, $ 0.2 million and $ 2.7 million, respectively, for the purpose of settling tax withholding obligations. The reacquisition cost is based on the fair value of the Company’s Class A common shares on the date the tax obligation is incurred. 69 Table of Contents The following table summarizes share-based equity compensation activity for the years ended December 31, 2024, 2023 and 2022: Share-Based Awards (in thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2022 2,640 $ 6.38 Granted 1,359 $ 1.92 Forfeited ( 834 ) $ 2.96 Vested ( 999 ) $ 7.77 Nonvested at December 31, 2022 2,166 $ 3.77 Granted 3,947 $ 1.92 Cancelled ( 906 ) $ 2.16 Forfeited — $ — Vested ( 798 ) $ 5.50 Nonvested at December 31, 2023 4,409 $ 2.13 Granted 2,884 $ 2.58 Forfeited — $ — Vested ( 890 ) $ 4.57 Nonvested at December 31, 2024 6,403 $ 2.00 Share-based compensation expense was $ 4.3 million, $ 3.7 million and $ 6.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. In February 2022, the Company accelerated the expense attributed to the outstanding restricted share awards of two former officers of the Company resulting from a modification of the required service condition of the awards (see Note 2). As a result, for the year ended December 31, 2022, share-based compensation expense of $ 3.0 million is included in restructuring expense and $ 3.2 million is included in selling, general, and administrative expenses on the accompanying consolidated statement of operations. All share-based compensation for the years ended December 31, 2024 and 2023 is included in selling, general, and administrative expenses on the accompanying consolidated statements of operations. Approximately $ 5.3 million of total unrecognized compensation cost related to non-vested awards is expected to be recognized over a weighted-average period of 1.5 years from December 31, 2024. The estimated fair value at vesting of share-based awards that vested during the years ended December 31, 2024, 2023 and 2022 was $ 2.7 million, $ 2.0 million, and $ 6.3 million, respectively. 70 Table of Contents 17. EMPLOYEE BENEFIT PLANS Retirement Plan —The Newhall Land and Farming Company Retirement Plan (the “Retirement Plan”) is a defined benefit plan that is funded by the Company and qualified under the Employee Retirement Income Security Act. The Retirement Plan was frozen in 2004. The Retirement Plan’s funded status and amounts recognized in the Company’s consolidated financial statements for the Retirement Plan as of and for the years ended December 31, 2024 and 2023 are as follows (in thousands): 2024 2023 Change in benefit obligation: Projected benefit obligation—beginning of year $ 15,569 $ 17,240 Interest cost 767 809 Benefits paid ( 1,564 ) ( 1,151 ) Actuarial gain ( 523 ) ( 1,329 ) Projected benefit obligation—end of year $ 14,249 $ 15,569 Change in plan assets: Fair value of plan assets—beginning of year $ 15,045 $ 15,661 Actual gain on plan assets 2,112 449 Employer contributions — 86 Benefits paid ( 1,564 ) ( 1,151 ) Fair value of plan assets—end of year $ 15,593 $ 15,045 Funded status $ 1,344 $ ( 524 ) Amounts recognized in the consolidated balance sheet—asset (liability) $ 1,344 $ ( 524 ) Amounts recognized in accumulated other comprehensive loss—net actuarial loss $ ( 1,881 ) $ ( 3,799 ) The accumulated benefit obligation for the Retirement Plan was $ 14.2 million and $ 15.6 million at December 31, 2024 and 2023, respectively. The components of net periodic cost (benefit) and other amounts recognized in accumulated other comprehensive loss for the years ended December 31, 2024, 2023 and 2022, are as follows (in thousands): 2024 2023 2022 Net periodic cost (benefit): Interest cost $ 767 $ 809 $ 544 Expected return on plan assets ( 916 ) ( 889 ) ( 1,044 ) Amortization of net actuarial loss 198 162 255 Net periodic cost (benefit) 49 82 ( 245 ) Adjustment to accumulated other comprehensive loss: Net actuarial (gain) loss ( 1,720 ) ( 889 ) 1,929 Amortization of net actuarial loss ( 198 ) ( 162 ) ( 255 ) Total adjustment to accumulated other comprehensive loss ( 1,918 ) ( 1,051 ) 1,674 Total recognized in net periodic cost (benefit) and accumulated other comprehensive loss $ ( 1,869 ) $ ( 969 ) $ 1,429 71 Table of Contents The weighted-average assumptions used to determine benefit obligations as of December 31, 2024 and 2023 were as follows: 2024 2023 Discount rate 5.10 % 5.40 % Rate of compensation increase N/A N/A The weighted-average assumptions used to determine net periodic expense for the years ended December 31, 2024, 2023 and 2022, were as follows: 2024 2023 2022 Discount rate 5.40 % 5.00 % 2.75 % Rate of compensation increase N/A N/A N/A Expected long-term return on plan assets 6.20 % 6.21 % 5.32 % To develop the long-term rate of return on assets assumption, the Company considered the current level of expected return on risk-free investments (primarily U.S. government bonds), the historical level of the risk premium associated with the other asset classes in which the portfolio is invested, and the expectations for future returns of each asset class. Plan Assets —The Company’s investment policy and strategy for the Retirement Plan is to ensure the appropriate level of diversification and risk. The asset allocation targets were approximately 25 % in equity investments (Standard & Poor’s Large Cap Index Funds, Small Cap Equity, Mid Cap Equity, and International Equity) and approximately 75 % in fixed-income investments (U.S. bond funds and domestic fixed income). In accordance with the policy, the Retirement Plan assets are monitored and the investments may be rebalanced quarterly. The Retirement Plan’s assets consist of pooled or collective investment funds that have more than one investor. The Retirement Plan estimates the fair value of its interest in such funds at a net asset value (“NAV”) per unit reported by the trustee. The NAV per unit is the result of accumulated values of the underlying investments held by the fund, which are valued daily. NAV is utilized by the Company to determine fair value of the plan assets as a practical expedient as of the consolidated balance sheet date. Plan assets for which fair value is measured using NAV shall not be categorized within the fair value hierarchy. The Retirement Plan’s assets may be redeemed at the NAV per unit with no restrictions. The Retirement Plan’s assets at fair value as of December 31, 2024 and 2023, are as follows (in thousands): Asset Category 2024 2023 Pooled and/or collective funds: Equity funds: Large cap $ 1,798 $ 2,785 Mid cap 740 1,113 Small cap 451 500 International 682 838 Fixed-income funds—U.S. bonds and short term 11,922 9,809 Total $ 15,593 $ 15,045 The Company’s funding policy is to contribute amounts sufficient to meet minimum requirements but not more than the maximum tax-deductible amount. The Company does not expect to have a minimum required contribution in 2025 and expects future benefit payments to be paid as follows (in thousands): 2025 $ 1,552 2026 2,112 2027 1,173 2028 1,784 2029 989 2030-2034 4,556 $ 12,166 Employee Savings Plan —The Company has an employee savings plan under Section 401(k) of the Internal Revenue Code, which is available to all eligible associates. Certain associate contributions may be supplemented by the Company. The Company’s contributions were $ 0.4 million, $ 0.4 million and $ 0.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. 72 Table of Contents 18. INCOME TAXES The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which taxes are expected to be paid or recovered. Upon formation, the Holding Company elected to be treated as a corporation for U.S. federal, state, and local tax purposes. All operations are carried on through the Holding Company’s subsidiaries, the majority of which are pass-through entities that are generally not subject to federal or state income taxation, as all of the taxable income, gains, losses, deductions, and credits are passed through to the partners. The Holding Company is responsible for income taxes on its allocable share of the Operating Company’s income or gain. The (provision) benefit for income taxes for the years ended December 31, 2024, 2023 and 2022 was as follows (in thousands): 2024 2023 2022 Current income tax expense: Federal $ ( 48 ) $ ( 12 ) $ ( 14 ) State ( 3,051 ) ( 9 ) ( 7 ) Total current income tax expense ( 3,099 ) ( 21 ) ( 21 ) Deferred income tax (expense) benefit: Federal $ ( 18,667 ) $ ( 8,982 ) $ 2,574 State ( 5,696 ) ( 4,139 ) 1,188 Total deferred income tax (expense) benefit ( 24,363 ) ( 13,121 ) 3,762 Decrease (increase) in valuation allowance — 17,625 ( 2,204 ) Expiration of unused loss carryforwards — ( 65 ) ( 66 ) (Provision) benefit for income taxes $ ( 27,462 ) $ 4,418 $ 1,471 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effects of significant temporary differences are as follows (in thousands): 2024 2023 Deferred tax assets Net operating loss carryforward $ 160,386 $ 164,592 Tax receivable agreement 48,530 48,470 Other 1,667 1,378 Valuation allowance — — Total deferred tax assets 210,583 214,440 Deferred tax liabilities-investments in subsidiaries ( 244,153 ) ( 221,507 ) Deferred tax liability, net $ ( 33,570 ) $ ( 7,067 ) A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if based on the available evidence, it is more likely than not that such assets will not be realized. In the continual assessment of the requirement for a valuation allowance, appropriate consideration is given to all positive and negative evidence related to the realization of the deferred tax assets. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses; forecasts of future profitability; the duration of statutory carryforward periods; the Holding Company’s experience with loss carryforwards not expiring unused; and tax-planning alternatives. The amount of the valuation allowance recorded against the deferred tax asset could be adjusted if there are changes to the positive and negative factors discussed above. Based upon the review of all positive and negative evidence, the Holding Company had no valuation allowance recorded as of December 31, 2024. At December 31, 2024, the Holding Company had federal tax effected net operating loss (“NOL”) carryforwards totaling $ 120.4 million, and state tax effected NOL carryforwards, net of federal income tax benefit, totaling $ 39.9 million. Federal NOLs incurred prior to 2018 and California NOLs may be carried forward up to 20 years to offset future taxable income and begin to expire in 2029. Federal NOLs incurred in 2018 and forward do not expire. The Company also has federal tax credits of $ 0.6 million that begin to expire in 2042. 73 Table of Contents The Internal Revenue Code generally limits the availability of NOLs if an ownership change occurs within any three-year period under Section 382. If the Holding Company were to experience an ownership change of more than 50%, the use of all NOLs (and potentially other built-in losses) would generally be subject to a limitation equal to the value of the Holding Company’s equity before the ownership change, multiplied by the long-term tax-exempt rate. The Holding Company estimates that after giving effect to various transactions by members who hold a 5% or greater interest in the Holding Company, it has not experienced an ownership change as computed in accordance with Section 382. In the event of an ownership change, the Holding Company’s use of the NOLs may be limited and not fully available for realization. With regard to the TRA (see Note 11), the Holding Company has established a liability for the payments considered probable and estimable that would be required under the TRA based upon, among other things, the book value of its assets. This liability is not currently recognized for tax purposes and will give rise to tax deductions as payments are made. Accordingly, a deferred tax asset has been reflected for the net effect of this temporary difference. A reconciliation of the statutory rate and the effective tax rate for 2024, 2023 and 2022 is as follows: 2024 2023 2022 Statutory rate 21.00 % 21.00 % 21.00 % State income taxes-net of federal income tax benefit 6.98 6.98 6.98 Pass-through to noncontrolling interests ( 14.92 ) ( 14.93 ) ( 14.95 ) Executive compensation limitation and other permanent items 0.41 ( 1.08 ) ( 3.35 ) Deferred tax asset valuation allowance — ( 16.07 ) ( 5.45 ) Expiration of unused loss carryforwards — 0.06 ( 0.17 ) Effective rate 13.47 % ( 4.04 ) % 4.06 % At December 31, 2024 and 2023, the Holding Company did not have any gross unrecognized tax benefits, and did not require an accrual for interest or penalties. The Holding Company files income tax returns in the U.S. federal jurisdiction and in the state of California. As a result of tax net operating losses incurred by the Holding Company for the years ended December 31, 2009 through December 31, 2023, the Holding Company is subject to U.S. federal, state, and local examinations by tax authorities for the years beginning 2009 through 2023. The Company is not currently under examination by any tax authority. The Company classifies any interest and penalties related to income taxes assessed by jurisdiction as part of income tax expense. The Company has concluded that there were no significant uncertain tax positions requiring recognition in its financial statements, nor has the Company been assessed interest or penalties by any major tax jurisdictions related to any open tax periods. 19. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS AND DISCLOSURES At each reporting period, the Company evaluates the fair value of its financial instruments compared to carrying values. Other than the Company’s notes payable, net, the carrying amount of the Company’s financial instruments, which includes cash and cash equivalents, restricted cash and certificates of deposit, certain related party assets and liabilities, and accounts payable and other liabilities, approximated the Company’s estimates of fair value at both December 31, 2024 and 2023. The fair value of the Company’s notes payable, net, are estimated based on quoted market prices or discounting the expected cash flows based on rates available to the Company (level 2). At December 31, 2024, the estimated fair value of notes payable, net was $ 534.8 million compared to a carrying value of $ 525.7 million. At December 31, 2023, the estimated fair value of notes payable, net was $ 622.7 million compared to a carrying value of $ 622.2 million. During the years ended December 31, 2024, 2023 and 2022, the Company had no assets that were measured at fair value on a nonrecurring basis. 20. EARNINGS PER SHARE The Company uses the two-class method in its computation of earnings per share. The Company’s Class A common shares and Class B common shares are entitled to receive distributions at different rates, with each Class B common share receiving 0.03 % of the distributions paid on each Class A common share. Under the two-class method, the Company’s net income available to common shareholders is allocated between the two classes of common shares on a fully-distributed basis and reflects residual net income after amounts attributed to noncontrolling interests. In the event of a net loss, the Company determined that both classes share in the Company’s losses, and they share in the losses using the same mechanism as the distributions. The Company also has restricted share awards that have a right to non-forfeitable dividends while unvested and are contemplated as participating when the Company is in a net income position. These awards participate in distributions on a basis equivalent to other Class A common shares but do not participate in losses. No distributions to common shares were declared for the years ended December 31, 2024, 2023 and 2022. 74 Table of Contents Diluted income (loss) per share calculations for both Class A common shares and Class B common shares contemplate adjustments to the numerator and the denominator under the if-converted method for the convertible Class B common shares, the exchangeable Class A units of the San Francisco Venture and the exchangeable Class A Common Units of the Operating Company. The Company uses the treasury stock method or the two-class method when evaluating dilution for RSUs, restricted shares, and performance restricted units and shares. The more dilutive of the two methods is included in the calculation for diluted income (loss) per share. The following table summarizes the basic and diluted earnings (loss) per share calculations for the years ended December 31, 2024, 2023 and 2022 (in thousands, except shares and per share amounts): 2024 2023 2022 Numerator: Net income (loss) attributable to the Company $ 68,297 $ 55,394 $ ( 15,403 ) Adjustments to net income (loss) attributable to the Company ( 33 ) ( 16 ) 85 Net income (loss) attributable to common shareholders $ 68,264 $ 55,378 $ ( 15,318 ) Numerator — basic common shares: Net income (loss) attributable to common shareholders $ 68,264 $ 55,378 $ ( 15,318 ) Less: net income allocated to participating securities $ 84 $ 270 $ — Allocation of basic net income (loss) among common shareholders $ 68,180 $ 55,108 $ ( 15,318 ) Numerator for basic net income (loss) available to Class A common shareholders $ 68,157 $ 55,089 $ ( 15,313 ) Numerator for basic net income (loss) available to Class B common shareholders $ 23 $ 19 $ ( 5 ) Numerator — diluted common shares: Net income (loss) attributable to common shareholders $ 68,264 $ 55,378 $ ( 15,318 ) Reallocation of income (loss) from dilutive potential securities $ 72,818 $ 55,891 $ ( 252 ) Less: net income allocated to participating securities $ 82 $ 258 $ — Allocation of diluted net income (loss) among common shareholders $ 141,000 $ 111,011 $ ( 15,570 ) Numerator for diluted net income (loss) available to Class A common shareholders $ 140,977 $ 110,992 $ ( 15,565 ) Numerator for diluted net income (loss) available to Class B common shareholders $ 23 $ 19 $ ( 5 ) Denominator: Basic weighted average Class A common shares outstanding 69,224,327 68,826,340 68,429,271 Diluted weighted average Class A common shares outstanding 146,944,944 145,131,125 68,430,212 Basic and diluted weighted average Class B common shares outstanding 79,233,544 79,233,544 79,233,544 Basic earnings (loss) per share: Class A common shares $ 0.98 $ 0.80 $ ( 0.22 ) Class B common shares $ 0.00 $ 0.00 $ ( 0.00 ) Diluted earnings (loss) per share: Class A common shares $ 0.96 $ 0.76 $ ( 0.23 ) Class B common shares $ 0.00 $ 0.00 $ ( 0.00 ) Anti-dilutive potential Performance RSUs 3,691,186 3,123,408 1,145,832 Anti-dilutive potential Restricted Shares (weighted average) — — 672,690 Anti-dilutive potential Performance Restricted Shares (weighted average) — — 24,730 Anti-dilutive potential Class A common shares from exchanges (weighted average) 3,137,134 3,137,134 76,120,180 21. ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss attributable to the Company consists of unamortized net actuarial losses for the Retirement Plan that totaled $ 1.5 million and $ 2.3 million at December 31, 2024 and 2023, net of tax benefits of $ 0.3 million and $ 0.6 million, respectively. Accumulated other comprehensive loss of $ 0.8 million and $ 1.5 million is included in noncontrolling interests at December 31, 2024 and 2023, respectively. Net actuarial gains or losses are re-determined annually or upon remeasurement events and principally arise from changes in the rate used to discount benefit obligations and differences between expected and actual returns on plan assets. Reclassifications from accumulated other comprehensive loss to net income (loss) attributable to the Company related to amortization of net actuarial losses were approximately $ 91,000 , $ 102,000 and $ 160,000 , net of taxes, and are included in 75 Table of Contents miscellaneous other (expense) income on the accompanying consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022, respectively. 76 Table of Contents ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.