What changed in this filing

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Item 1. Business

2026-03-06 compared with 2025-02-24 · 50 added, 37 removed, 255 unchanged (25% of the section changed)

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Our three existing communities have the general plan and zoning approvals necessary for the construction of thousands of homesites and millions of square feet of commercial space, and they represent a significant portion of the real estate available for development in three major markets in California—Los Angeles County, San Francisco County and Orange County.

In total, our communities consist of approximately 23 million square feet of built or planned commercial space and approximately 40,000 homes built or planned.

In total, our communities consist of up to approximately 20 million square feet of built or planned commercial space and approximately 40,000 homes built or planned.

We also operate a residential asset management platform providing capital solutions to the U.S.

homebuilding industry.

Structure and Formation of Our Company

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In May 2016, we completed the formation transactions in which we acquired an interest in the San Francisco Venture, which is developing our Candlestick and The San Francisco Shipyard communities, a 37.5% percentage interest in the Great Park Venture, which is developing Great Park Neighborhoods, and the management company that has been the development manager of Great Park Neighborhoods since 2010.

In August 2017, we acquired a 75% interest in the Gateway Commercial Venture, the entity that previously owned portions of the Five Point Gateway Campus.

Our company has an entity structure in which our two largest equity owners, Lennar and GFFP, and our founder and Chairman Emeritus, Emile Haddad, separately hold, in addition to interests in our common shares, equity interests in either or both the operating company or the San Francisco Venture that can be exchanged for, at our option, either our Class A common shares or cash.

Castlelake was previously one of the two largest equity owners of our company.

As disclosed in an Amendment No.

1 to Schedule 13D filed on October 10, 2024, affiliates of Castlelake entered into a share purchase agreement with GFFP, pursuant to which Castlelake agreed to sell its Class A and Class B common shares, as well as its equity interests in the operating company and the San Francisco Venture to GFFP.

The sale of Castlelake’s equity interests to GFFP closed on October 22, 2024.

Our company has an entity structure in which our two largest equity owners, Lennar and GFFP, separately hold, in addition to interests in our common shares, equity interests in both the operating company and the San Francisco Venture that can be exchanged for, at our option, either our Class A common shares or cash.

The diagram below presents a simplified depiction of our current organizational structure.

(1) Through a wholly owned subsidiary, we serve as sole managing general partner of the operating company, and as of December 31, 2025, we owned approximately 65.0% of the outstanding Class A units of the operating company.

We conduct all of our businesses in or through the operating company, which owns, directly or indirectly, equity interests in, and controls the management of FPL, the San Francisco Venture and the management company.

Class A units of the operating company that we do not own are held by affiliates of Lennar, GFFP, and Mr.

Haddad and can be exchanged on a one-for-one basis, at our option, for either Class A common shares or cash equal to the fair market value of such shares.

Until Class A units of the operating company are exchanged or redeemed, the capital associated with Class A units of the operating company not held by us is

presented within “noncontrolling interests” on our consolidated balance sheet.

Class A units of the operating company that we do not own are held by affiliates of Lennar and GFFP and can be exchanged on a one-for-one basis, at our option, for either Class A common shares or cash equal to the fair market value of such shares.

Until Class A units of the operating company are exchanged or redeemed, the capital associated with Class A units of the operating company not held by us is presented within “noncontrolling interests” on our consolidated balance sheet.

During the year ended December 31, 2025, an entity controlled by Emile Haddad, the Chairman Emeritus of our Board of Directors, exchanged 3,137,134 Class A units of the operating company, and in exchange therefor, received 1,109,172 Class A common shares of the holding company.

The remaining 2,027,962 Class A units of the operating company that were tendered for redemption by Mr.

Haddad were returned to the operating company in accordance with the dilution provisions of the operating company's limited partnership agreement and were canceled.

Based on the closing price of our Class A common shares on February 27, 2026 ($5.52), our market capitalization on a fully exchanged basis was approximately $813.9 million.

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(4) Through a wholly owned subsidiary, the operating company owns a 37.5% percentage interest in the Great Park Venture.

Holders of legacy interests in the Great Park Venture were entitled to receive priority distributions up to an aggregate amount of $565.0 million, all of which had been distributed as of December 31, 2024, as a result of which, the legacy interests are no longer deemed to be outstanding.

We are the administrative member of the Great Park Venture.

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Some decisions require approval by all of the members of the Gateway Commercial Venture.

In December 2024, the Gateway Commercial Venture sold its remaining interests in the Five Point Gateway Campus, which consisted of one of the four buildings and approximately 50 acres of commercial land on which up to an additional 189,000 square feet of commercial space can be developed.

In December 2024, the Gateway Commercial Venture sold its remaining interests in the Five Point Gateway Campus.

The purchase price of $88.5 million consisted of $45.0 million in cash paid at closing and a $43.5 million note from the buyer that matures in December 2026.

We do not include the Gateway Commercial Venture as a consolidated subsidiary, but rather as an equity method investee, in our consolidated financial statements.

(6) In July 2025, the operating company, through its wholly owned subsidiary, acquired 75% of the Class A units of HRH.

Management of HRH is vested in an executive committee consisting of three voting members, and we have the ability to appoint two of the members.

Major decisions generally require the approval of at least two-thirds of the voting members.

We have a controlling financial interest in HRH and include HRH as a consolidated subsidiary in our consolidated financial statements (see Note 3 of our consolidated financial statements included in Part II, Item 8 of this report ).

Tax Classification

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federal income tax purposes to the extent of our current and accumulated earnings and profits and will be reported on Form 1099, to the extent applicable.

We are primarily engaged in the business of planning and developing our three mixed-use planned communities, and our revenues are principally generated by selling residential and commercial land sites to homebuilders, commercial developers and commercial buyers and by providing development management services.

We may also elect to opportunistically retain a portion of the commercial and multi-family properties in our communities as income-producing assets.

We are primarily engaged in the business of planning and developing our three mixed-use planned communities, and our revenues are principally generated by (i) selling residential and commercial land sites to homebuilders, commercial developers and commercial buyers, (ii) providing development management services and (iii) providing asset management services to land banking funds that are primarily focused on acquiring, developing and managing residential lot option programs.

We may also elect to

opportunistically retain a portion of the commercial and multi-family properties in our communities as income-producing assets.

Our three mixed-use planned communities are owned either directly or through a joint venture.

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We may also pursue other acquisitions, investments, and growth opportunities that would allow us to capitalize on our land development and entitlement expertise.

Our planning and development process for our existing communities involves the following components:

Our planning and development process for our existing mixed-use planned communities involves the following components:

Mixed-use planning .

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Further, depending on the specific plans for each community and market conditions, we may vary the timing of certain of these activities.

We have organized our operations into three reportable segments, all of which are tied to our communities (our Valencia, San Francisco and Great Park segments).

Our operations relating to these segments are discussed in more detail below in the section titled “Our Communities.”

We have organized our operations into four reportable segments, three of which are tied to our communities (our Valencia, San Francisco and Great Park segments) and the remaining reportable segment consists of our Hearthstone residential asset management platform.

Our operations relating to these segments are discussed in more detail below in the sections titled “Our Communities” and “Hearthstone.”

Our Communities

Valencia is a mixed-use planned community in Los Angeles County that spans approximately 15,000 acres and can include up to approximately 21,500 homesites, approximately 11.5 million square feet of commercial space, approximately 50 miles of trails, approximately 275 acres of community parks and approximately 10,000 acres of protected open space.

The actual commercial square footage and number of homesites are subject to change based on ultimate use and land planning.

Valencia is a mixed-use planned community in Los Angeles County that spans approximately 15,000 acres and can currently include up to approximately 21,000 homesites, approximately 9.3 million square feet of commercial space, approximately 50 miles of trails, approximately 275 acres of community parks and approximately 10,000 acres of protected open space.

The actual commercial square footage and number of homesites are subject to change as we further refine our development plans to optimize land values.

Valencia is located in an unincorporated portion of Los Angeles County along the Santa Clara River in the western portion of the Santa Clarita Valley.

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Candlestick now has the potential to include up to approximately 2.8 million square feet of research and development and office space, approximately 7,200 homesites, and approximately 550,000 square feet of retail, hotel, entertainment and community uses.

We have commenced engineering for the next phase of infrastructure at Candlestick and expect to begin construction in early 2026.

We have commenced engineering for the next phase of infrastructure at Candlestick and expect to begin construction in the first half 2026.

At The San Francisco Shipyard, approximately 408 acres are still owned by the U.S.

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Navy and other regulatory agencies to undertake additional sampling.

As part of the 2018 Congressional spending bill, the U.S.

Department of Defense allocated $36.0 million to help fund resampling efforts at The San Francisco Shipyard.

An additional $60.4 million to fund resampling efforts was approved as part of a 2019 military construction spending bill.

These activities have delayed the remaining land transfers from the U.S.

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Our development plans were designed with the flexibility to adjust for potential land transfer delays, and we have the ability to shift the phasing of our development activities to account for potential delays caused by U.S.

Navy retesting, but there can be no assurance that these matters and other related matters that may arise in the future will not materially impact our development plans.

Navy retesting, but there can be no assurance that these matters and other related matters that may arise in the future will not have further material impacts on our development plans.

Accordingly, our immediate development focus is on our Candlestick community that is not subject to land transfers from the U.S.

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Great Park Neighborhoods is approximately seven miles from the Pacific Ocean, approximately nine miles from the University of California, Irvine (UCI) and approximately 17 miles from Disneyland.

It is adjacent to the Orange County Great Park, a metropolitan public park that will be nearly twice the size of New York’s Central Park upon completion.

It is adjacent to the Orange County Great Park, a

metropolitan public park that will be nearly twice the size of New York’s Central Park upon completion.

Great Park Neighborhoods is close to Interstate 5, Interstate 405, State Route 133 and John Wayne Airport (SNA) in Orange County.

The first homesites at the Great Park Neighborhoods were sold in April 2013, and as of December 31, 2024, the Great Park Venture had sold 8,683 homesites (including 853 affordable homesites) and approximately 166 acres of commercial land, including the Five Point Gateway Campus, allowing for development of up to approximately 3.6 million square feet of commercial office and research and development space.

As of December 31, 2024, builder sales totaled 6,817 market rate homes at the Great Park Neighborhoods (including 38 homes under a fee build arrangement).

The Great Park Venture reacquired the development rights equivalent to approximately one million square feet that had been previously sold with the Five Point Gateway Campus.

The first homesites at the Great Park Neighborhoods were sold in April 2013, and as of December 31, 2025, the Great Park Venture had sold 9,603 homesites (including 853 affordable homesites) and approximately 166 acres of commercial land allowing for development of up to approximately 3.6 million square feet of commercial office, industrial and research and development space.

As of December 31, 2025, builder sales totaled 7,428 market rate homes at the Great Park Neighborhoods.

The Hearthstone Venture operates a residential asset management platform providing capital solutions to the U.S.

homebuilding industry, primarily through land banking.

The Hearthstone Venture’s operations include managing funds that acquire fully entitled residential land parcels and enter into option and development agreements with U.S.

homebuilders.

The funds then engage the homebuilders to complete the horizontal development of the land, after which the homebuilders acquire the fully developed homesites from the funds pursuant to the option agreements.

The Hearthstone Venture manages these lot option programs across multiple U.S.

markets, working with capital partners consisting of state employee pension plans and institutional and private equity.

The Hearthstone Venture sources projects mainly from large U.S.

publicly-traded homebuilders.

The Hearthstone Venture receives asset management fees and under some arrangements may also receive performance fees upon achievement of stipulated investor returns.

We completed our acquisition of the Hearthstone Venture on July 31, 2025.

As of December 31, 2025, the Hearthstone Venture had $3.4 billion in assets under management, which consisted of 30,647 lots with 13 separate homebuilders across 16 states.

Other Properties

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Development Management Services

Through the management company, we receive fees for providing development management services for Great Park Neighborhoods and received fees for providing property management services to the Gateway Commercial Venture prior to the sale of its remaining interests in the Five Point Gateway Campus in December 2024.

Through the management company, we receive fees for providing development management services for Great Park Neighborhoods.

We compete with other residential, retail and commercial property developers in the development of properties in the Northern and Southern California markets.

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Entitlement Process

Land use and zoning authority is exercised by local municipalities through the adoption of ordinances, regulations or zoning codes to direct the use and development of private property by controlling the use, size, density and location of and access to developments on private land.

developments on private land.

Such ordinances, regulations or codes typically divide uses of land into two categories—permitted uses and discretionary uses.

Permitted uses are presumptively permitted, while discretionary uses are subject to a discretionary approval process, usually involving an application, an environmental review and a public hearing with input from other locally affected property owners and stake holders.

In order to grant a discretionary use entitlement, the municipality must find that the use does not negatively impact surrounding properties and may condition such an entitlement with special requirements or limitations unique to each individual case.

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Development areas within our communities are at various stages of planning and development and, therefore, have received different levels of discretionary entitlements and approvals.

In some cases, development areas have obtained entitlements and

approvals allowing homes and commercial buildings to be built and sold, and in other cases development areas require further discretionary entitlements or approvals prior to the commencement of construction.

In some cases, development areas have obtained entitlements and approvals allowing homes and commercial buildings to be built and sold, and in other cases development areas require further discretionary entitlements or approvals prior to the commencement of construction.

In the past, our approvals have been challenged by third parties.

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At December 31, 2025, women constituted approximately 46% of our workforce, ethnic and racial minorities constituted approximately 42% of our workforce, and we had approximately 90 employees, all of whom were working full-time.

In January 2026, we integrated approximately 24 employees into the company as part of our acquisition of the Hearthstone Venture.

Information about our Executive Officers

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Daniel Hedigan 72 President and Chief Executive Officer

Michael Alvarado 59 Chief Operating Officer, Chief Legal Officer, Vice President and Secretary

Michael Alvarado 60 Chief Operating Officer, Chief Legal Officer and Vice President

Greg McWilliams 74 Chief Policy Officer

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Michael Alvarado .

Alvarado was appointed our Chief Operating Officer in February 2024 and has been our Chief Legal Officer, Vice President and Secretary since May 2016.

Alvarado has been our Chief Operating Officer since February 2024 and has been our Chief Legal Officer and Vice President since May 2016.

From 2011 until May 2016, Mr.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business