What changed in this filing

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Item 9A. Controls and Procedures

2026-03-06 compared with 2025-02-24 · 72 added, 78 removed, 491 unchanged (23% of the section changed)

9 unchanged sentences

Based on this framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

In conjunction with the Hearthstone Venture acquisition, we are in the process of integrating the acquired operations, systems and processes into the Company’s overall internal control framework.

Management excluded from its assessment of internal control over financial reporting as of December 31, 2025, the internal control over financial reporting of the Hearthstone Venture, which was acquired on July 31, 2025.

This exclusion is consistent with guidance issued by the U.S.

Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from the scope of management's report on internal control over financial reporting in the year of acquisition.

The Hearthstone Venture’s total assets and revenue represented approximately 3.8% of our total assets as of December 31, 2025 and approximately 10.7% of our total revenues for the year ended December 31, 2025, respectively.

See a discussion of this acquisition in Note 3 of our consolidated financial statements included in Part II, Item 8 of this report.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their attestation report which is included herein.

6 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 21, 2025, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated March 6, 2026, expressed an unqualified opinion on those financial statements.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Hearthstone Residential Holdings, LLC, which was acquired on July 31, 2025, and whose financial statements constitute 3.8% of total assets and 10.7% of total revenue, of the consolidated financial statement amounts as of and for the year ended December 31, 2025.

Accordingly, our audit did not include the internal control over financial reporting at Hearthstone Residential Holdings, LLC.

Basis for Opinion

16 unchanged sentences

Costa Mesa, California

February 21, 2025

March 6, 2026

Other Information

6 unchanged sentences

We have adopted an insider trading policy applicable to our directors, officers, employees, and other covered persons, and have implemented processes for the Company that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the New York Stock Exchange listing standards.

It is our policy to comply with U.S.

insider trading laws and regulations, including with respect to transactions in our own securities.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

22 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 202 5 , 202 4 and 20 23

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 202 4 , 202 3 and 20 2 2

Consolidated Statements of Comprehensive Income for the years ended December 31, 202 5 , 202 4 and 202 3

Consolidated Statements of Capital for the years ended December 31, 202 5 , 202 4 and 20 23

17 unchanged sentences

4.1 Description of Shares (Exhibit 4.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 is incorporated herein by this reference)

4.2 Indenture, dated as of September 25, 2025, among Five Point Operating Company, LP, Five Point Capital Corp., the Guarantors party thereto, and Computershare Trust Company, N.A., as trustee (Exhibit 4.1 to the Current Report on Form 8-K filed on September 26, 2025 is incorporated herein by this reference)

10.1 Limited Partnership Agreement of Five Point Operating Company, LP, dated as of October 1, 2017 (Exhibit 10.1 to the Current Report on Form 8-K filed on October 2, 2017 is incorporated herein by this reference)

16 unchanged sentences

10.16 Advisory Agreement, dated as of August 23, 2021, by and between Emile Haddad and Five Point Operating Company, LP (Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 is incorporated herein by this reference)

First Amendment to Advisory Agreement, dated as of December 1, 2024, by and between Emile Haddad and Five Point Operating Company, LP**

10.17 First Amendment to Advisory Agreement, dated as of December 1, 2024, by and between Emile Haddad and Five Point Operating Company, LP (Exhibit 10.17 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 is incorporated herein by this reference)

10.18 Form of Indemnification Agreement by and between the Registrant and each of its Directors and Executive Officers (Exhibit 10.7 to Registrant’s Registration Statement on Form S-11 filed April 7, 2017 is incorporated herein by this reference)

5 unchanged sentences

10.24 Third Amendment to Disposition and Development Agreement (Candlestick Point and Phase 2 of the Hunters Point Shipyard), dated as of August 10, 2018, by and between CP Development Co., LLC and the Successor Agency to the Redevelopment Agency of the City and County of San Francisco (Exhibit 10.1 to the Current Report on Form 8-K filed on August 16, 2018 is incorporated herein by this reference).

10.25 Fourth Amendment to Disposition and Development Agreement (Candlestick Point and Phase 2 of the Hunters Point Shipyard), dated as of August 6, 2025, by and between CP Development Co., LLC and the Successor Agency to the Redevelopment Agency of the City and County of San Francisco (Exhibit 10.1 to the Current Report on Form 8-K filed on August 12, 2025 is incorporated herein by this reference)

10.26 Interim Lease, dated as of December 3, 2004, by and between the Redevelopment Agency of the City and County of San Francisco and Lennar/BVHP, LLC (Exhibit 10.12 to Registrant’s Registration Statement on Form S-11 filed April 7, 2017 is incorporated herein by this reference)

12 unchanged sentences

10.37 Termination of Development Management Agreement (Candlestick Point Mixed-Use Project) (Exhibit 10.27 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 is incorporated herein by this reference)

Indenture, dated as of November 22, 2017, among Five Point Operating Company, LP, Five Point Capital Corp., the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee (Exhibit 4.1 to the Current Report on Form 8-K filed on November 22, 2017 is incorporated herein by this reference).

First Supplemental Indenture, dated as of November 30, 2017, among Five Point Operating Company, LP, Five Point Capital Corp., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (Exhibit 4.2 to the Current Report on Form 8-K filed on November 30, 2017 is incorporated herein by this reference).

Second Supplemental Indenture, dated as of July 26, 2019, among Five Point Operating Company, LP, Five Point Capital Corp., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (Exhibit 4.3 to the Current Report on Form 8-K filed on July 26, 2019 is incorporated herein by this reference).

Third Supplemental Indenture, dated as of December 22, 2023, among Five Point Operating Company, LP, Five Point Capital Corp., the Guarantors party thereto, and Computershare Trust Company, N.A., as trustee (Exhibit 4.1 to the Current Report on Form 8-K filed on December 26, 2023 is incorporated herein by this reference)

Indenture, dated as of January 16, 2024, among Five Point Operating Company, LP, Five Point Capital Corp., the Guarantors party thereto and Computershare Trust Company, N.A., as trustee (including the form of New Notes) (Exhibit 4.1 to the Current Report on Form 8-K filed on January 16, 2024 is incorporated herein by this reference)

Fifth Amendment to Credit Agreement, dated as of October 19, 2023, by and among Five Point Operating Company, LP, Zions Bancorporation, N.A.

dba California Bank & Trust, as administrative agent and as a lender, and Comerica Bank, JPMorgan Chase Bank, N.A.

and Citibank, N.A., as lenders (Exhibit 10.1 to the Current Report on Form 8-K filed on October 20, 2023 is incorporated herein by this reference)

First Amendment to Amended and Restated Credit Agreement, dated as of May 22, 2024, by and among Five Point Operating Company, LP, Zions Bancorporation, N.A.

dba California Bank & Trust, as administrative agent and as a lender, and Comerica Bank, JPMorgan Chase Bank, N.A.

and Citibank, N.A., as lenders (Exhibit 10.1 to the Current Report on Form 8-K filed on May 24, 2024 is incorporated herein by this reference).

10.38 Second Amended and Restated Credit Agreement, dated as of October 21, 2025, by and among Five Point Operating Company, LP, Zions Bancorporation, N.A.

dba California Bank & Trust, as administrative agent and as a lender, and JPMorgan Chase Bank, N.A., CIBC Bank USA, Banc of California, and Comerica Bank, as lenders (Exhibit 10.2 to the Current Report on Form 8-K filed on October 23, 2025 is incorporated herein by this reference)

10.39 Contribution and Purchase Agreement, dated as of June 19, 2025, by and among Five Point Holdings, LLC, Hearthstone, Inc., Mark Porath and certain affiliated family trusts, and Hearthstone Residential Holdings, LLC (Exhibit 10.1 to the Current Report on Form 8-K filed on June 20, 2025 is incorporated herein by this reference)

10.40 Form of Warrant to Purchase Class A Common Shares, dated February 6, 2026, issued by the Company to certain affiliates of Blue Owl Capital Inc.

(Exhibit 4.1 to the Current Report on Form 8-K filed on February 1 0, 2026 is incorporated herein by this reference)

19.1 Five Point Holdings, LLC Policy on Insider Trading**

23 unchanged sentences

President and Chief Executive Officer

February 21, 2025

March 6, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

2 unchanged sentences

President and Chief Executive Officer Date:

February 21, 2025

March 6, 2026

Principal Financial and Accounting Officer:

1 unchanged sentence

Chief Financial Officer, Treasurer and Vice President

February 21, 2025

March 6, 2026

Kathleen Brown /s/ Kathleen Brown Sam Levinson /s/ Sam Levinson

February 21, 2025 Date:

February 21, 2025

March 6, 2026 Date:

March 6, 2026

William Browning /s/ William Browning Stuart Miller /s/ Stuart Miller

February 21, 2025 Date:

February 21, 2025

March 6, 2026 Date:

March 6, 2026

Jonathan Foster /s/ Jonathan Foster Michael Rossi /s/ Michael Rossi

February 21, 2025 Date:

February 21, 2025

March 6, 2026 Date:

March 6, 2026

Emile Haddad /s/ Emile Haddad Michael Winer /s/ Michael Winer

February 21, 2025 Date:

February 21, 2025

March 6, 2026 Date:

March 6, 2026

Gary Hunt /s/ Gary Hunt

February 21, 2025

March 6, 2026

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION

46 unchanged sentences

Irvine, California

We have audited the consolidated financial statements of Heritage Fields LLC, a Delaware limited liability company and subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements of operations, members’ capital, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes to the consolidated financial statements (collectively referred to as the “financial statements”).

We have audited the consolidated financial statements of Heritage Fields LLC and subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the related consolidated statements of operations, members’ capital, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes to the consolidated financial statements (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in accordance with accounting principles generally accepted in the United States of America.

23 unchanged sentences

Costa Mesa, California

February 21, 2025

March 6, 2026

HERITAGE FIELDS LLC AND SUBSIDIARIES

6 unchanged sentences

187,574 118,256

CONTRACT ASSETS AND RECEIVABLES—Net 169,604 166,793

CONTRACT ASSETS, RECEIVABLES AND OTHER ASSETS—Net 28,090 169,604

$ 368,781 $ 562,598

LIABILITIES, REDEEMABLE INTERESTS, AND MEMBERS’ CAPITAL

Cash flow participation debt $ — $ 1,005

Accrued management fees $ 111,856 $ 160,710

6 unchanged sentences

COMMITMENTS AND CONTINGENCIES (Note 7)

REDEEMABLE LEGACY INTERESTS

MEMBERS’ CAPITAL

10 unchanged sentences

$ 825,659 $ 612,806 $ 554,825

Home sales — — 40,475

Total revenues 825,659 612,806 554,825

COSTS AND EXPENSES:

144,876 237,148 155,692

Home sales — 161 29,692

Land sales 195,900 144,876 237,309

Management fee

35 unchanged sentences

Cost of land sales 195,900 144,876 237,309

144,876 237,148 155,692

Cost of home sales — 161 29,692

Equity in earnings from joint venture — — (1,926)

2 unchanged sentences

Land under development (74,279) (28,262) (22,768)

Homes under construction — (161) (11,425)

Contract assets and receivables, net (2,811) (125,125) (12,102)

Contract assets, receivables and other assets, net 141,514 (2,811) (125,125)

Accrued management fees (48,854) 39,739 (3,378)

31 unchanged sentences

The Company is managed by an Executive Committee comprised of representatives appointed by only the holders of Percentage Interests.

The holders of Legacy Interests were entitled to receive certain priority distributions, which were fully satisfied during the year ended December 31, 2024, and as a result of which, the Legacy Interests are no longer deemed to be outstanding (see Note 6).

The holders of the Percentage Interests will receive all other distributions.

2 unchanged sentences

All intercompany transactions and balances have been eliminated in consolidation.

Reclassification of prior period amounts —During the year ended December 31, 2025, the Company combined certain line items in which the Company determined separate disclosure within the financial statements was not meaningful to the users of the financial statements.

These presentation changes did not affect the total capital balance or net income in any of the periods reported.

Use of Estimates —The preparation of consolidated financial statements in conformity with 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 consolidated financial statements, and the reported amounts of revenues and expenses during the reported period.

18 unchanged sentences

Since this method requires the Company to estimate future development costs and expected revenue for the entire Project, the profit margin on subsequent land sales will be affected by both changes in the estimated total revenues, as well as any changes in the estimated total development costs of the Project.

Accordingly, these estimates are reviewed regularly and revised for changes in actual experience, changes in revenue and cost estimates and changes in development plans.

Accordingly, these estimates are reviewed regularly and

revised for changes in actual experience, changes in revenue and cost estimates and changes in development plans.

Given that development expenditures are capitalized to land under development and reflected in the consolidated statements of operations over the periods in which the Company has land sales, which generally includes future periods, the non-cash cost of land sales are reflected as an add back to net income in the consolidated statements of cash flows.

2 unchanged sentences

There were no impairments identified for the years ended December 31, 2025, 2024 and 2023.

Homes under construction —Homes under construction were a result of a fee build agreement with an unrelated third-party (“Fee Builder”) that the Company contracted to build and act as a sales agent for a population of residential homes within the Project.

Land, land development, amenities and home construction costs attributed to the fee build agreement were capitalized to homes under construction and allocated to cost of sales using the relative sales value method when homes were sold.

The Company set and approved the price at which the completed homes were sold to homebuyers.

Costs incurred for tangible assets constructed solely for model homes directly used in the sale process were capitalized and depreciated over the expected selling life of the fee build community which was complete as of December 31, 2022.

All other selling and marketing costs, such as commissions and advertising, were expensed as incurred.

Investment in joint venture —For investments in entities that the Company does not control, but exercises significant influence, the Company uses the equity method of accounting.

4 unchanged sentences

The Company sold land to the Landbank Venture in 2021 and eliminated its pro-rata share of the intra-entity profits generated from the sale through earnings (loss) from unconsolidated entities until the land was sold by the Landbank Venture to third-party homebuilders.

As of December 31, 2023, the third-party homebuilders had exercised all the options from the option and development agreements with the Landbank Venture, and the Landbank Venture had distributed all available cash.

The Company’s investment in the Landbank Venture had no carrying value at December 31, 2024 and 2023.

Note Receivables —Note receivables held by the Company are reflected at principal and accrued interest amounts due, net of an allowance for expected credit losses or discounts, if any.

Interest payments are accrued in the period earned based on the stated interest rate and the outstanding principal balance, less any interest discounts stipulated by the note.

Included in contract assets and receivables, net on the accompanying consolidated balance sheets are notes and accrued interest receivables that the Company has with builders that are constructing affordable housing apartments on the Project (“Affordable Notes”).

Included in contract assets, receivables and other assets, net on the accompanying consolidated balance sheets are notes and accrued interest receivables that the Company has with builders that are constructing affordable housing apartments on the Project (“Affordable Notes”).

The Company records a discount on the principal balance for Affordable Notes when the note is zero interest bearing or contains other terms that are below market rate.

15 unchanged sentences

Contract liabilities typically consist of payments received prior to satisfying the associated performance obligation, including land sale deposits received from a customer.

Changes in estimates of variable components of transaction prices could result in cumulative catch-up adjustments to revenue and contract assets in periods after the Company transfers control of the land to the builder.

Home sale revenues are recognized at the time of escrow closing, when title to and possession of the home is transferred to the homebuyer, and the single performance obligation of the Company, the delivery of a completed home, has been satisfied.

Changes in estimates of variable components of

transaction prices could result in cumulative catch-up adjustments to revenue and contract assets in periods after the Company transfers control of the land to the builder.

Fair Value Measurements —The accounting guidance for fair value measurements and disclosures emphasizes that fair value is a market-based measurement, not an entity-specific measurement.

12 unchanged sentences

The Company is currently evaluating the effect of this update on the Company’s financial statement disclosures.

CONTRACT ASSETS AND RECEIVABLES, net

Contract assets and receivables, net as of December 31, 2024 and 2023, consisted of the following (in thousands):

CONTRACT ASSETS, RECEIVABLES AND OTHER ASSETS, net

Contract assets, receivables and other assets, net as of December 31, 2025 and 2024, consisted of the following (in thousands):

Affordable notes, net $ 12,470 $ 15,962

Contract assets 8,519 153,642

Total contract assets and receivables, net $ 169,604 $ 166,793

Other assets 7,101 —

Total contract assets, receivables and other assets, net $ 28,090 $ 169,604

Affordable Notes, net

5 unchanged sentences

The opening and closing balances of the Company’s contract assets for the year ended December 31, 2025 were $153.6 million and $8.5 million, respectively.

The net increase of $2.9 million between the opening and closing balances of the Company’s contract assets primarily resulted from additional price participation revenue recognized during the period that resulted from changes in the estimated constrained variable consideration that reflects updated pricing and absorption assumptions used to calculate expected price participation payments, partially offset by the receipt of $63.7 million in price participation payments from homebuilders attributed to prior land sales.

The net decrease of $145.1 million between the opening and closing balances of the Company’s contract assets primarily resulted from the receipt of $166.2 million in price participation payments from homebuilders attributed to prior land sales, partially offset by additional price participation revenue recognized during the period that resulted from changes in the

estimated constrained variable consideration that reflects updated pricing and absorption assumptions used to calculate expected price participation payments.

The opening and closing balances of the Company’s contract assets for the year ended December 31, 2024 were $150.8 million and $153.6 million, respectively.

The net increase of $125.2 million between the opening and closing balances of the Company’s contract assets primarily resulted from variable consideration related to a residential sale that closed in 2023 in the form of price participation that will be payable when homes are sold to homebuyers, partially offset by $21.5 million in receipts related to prior land sales.

CASH FLOW PARTICIPATION DEBT

3 unchanged sentences

When a participation payment is made or reasonably assured to be made, the Company used a proportional interest method to determine the portion of the payment that represents interest expense and the portion applied to the principal.

The full amount of the principal balance had been satisfied as of December 31, 2024 and $1.0 million was outstanding as of December 31, 2023 and is included in debt on the accompanying consolidated balance sheet.

Future participation payments will be recognized fully as additional interest on the original principal.

The full amount of the principal balance had been satisfied as of December 31, 2024 and subsequent participation payments are recognized fully as additional interest on the original principal.

Total interest incurred related to the participation agreement during the years ended December 31, 2025, 2024 and 2023 was $36.9 million, $26.6 million and $23.4 million , respectively, and was capitalized to land under development in the accompanying consolidated balance sheets.

8 unchanged sentences

$ 50,485 $ 54,622

REDEEMABLE LEGACY INTERESTS

The Legacy Interest was classified as temporary equity and reported on the consolidated balance sheet as Redeemable Legacy Interests.

The Legacy Interests were not reported as permanent equity within Members’ Capital as management believed that it was probable that the Legacy Interests would be fully redeemed through distributions of available cash in accordance with the terms of the amended and restated limited liability company agreement.

The holders of Legacy Interests were entitled to receive i) $476.0 million in priority distributions over Percentage Interests, plus ii) an amount up to $89.0 million in distributions paid jointly with distributions to holders of Percentage Interests.

Distributions of $18.1 million, $48.2 million and $16.5 million were made to holders of the Legacy Interest during the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2021, the $476.0 million priority distributions had been fully paid, and with the distributions to the holders of Legacy Interests during the year ended December 31, 2024, the Company 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.

RELATED PARTY TRANSACTIONS

8 unchanged sentences

The total annual base management fee incurred for the years ended December 31, 2025, 2024 and 2023 was $13.5 million, $12.0 million and $12.0 million, respectively, and is included in management fee in the accompanying consolidated statements of operations.

Incentive compensation payable to the Management Company is calculated generally as 9% of distributions in excess of the priority $476.0 million Legacy Interests.

Incentive compensation payable to the Management Company is calculated generally as 9% of distributions in excess of the priority Legacy Interests.

If the A&R DMA is not extended by mutual agreement of the Company and the Management Company beyond December 31, 2026, then the Management Company will remain entitled to future incentive compensation payments at a reduced rate equal to 6.75% of Distributions paid thereafter.

Total incentive compensation management fee expense incurred with respect to the A&R DMA for the years ended December 31, 2024, 2023 and 2022 was $82.0 million, $43.4 million and $34.8 million, respectively, and is included in management fee in the accompanying consolidated statements of operations.

Total incentive compensation

management fee expense incurred with respect to the A&R DMA for the years ended December 31, 2025, 2024 and 2023 was $25.6 million, $82.0 million and $43.4 million, respectively, and is included in management fee in the accompanying consolidated statements of operations.

The amount incurred for the years ended December 31, 2025, 2024 and 2023 represents an estimated amount of incentive compensation attributed to services provided during the periods that are determined to be probable of being paid.

2 unchanged sentences

Actual payments of incentive compensation may differ materially from current estimates.

During the years ended December 31, 2024, 2023 and 2022, the Company paid $49.1 million, $41.6 million and $14.2 million, respectively, in non-legacy incentive compensation and $1.8 million, $4.9 million and $1.7 million, respectively, in legacy incentive compensation to the Management Company.

During the years ended December 31, 2025, 2024 and 2023, the Company paid $68.0 million, $49.1 million and $41.6 million, respectively, in non-legacy incentive compensation.

For the 2025 payment, $4.7 million represents payment for incentive compensation not yet recognized as expense and is included in other assets within contract assets, receivables and other assets, net in the accompanying consolidated balance sheet as of December 31, 2025.

During the years ended December 31, 2024 and 2023, the Company paid $1.8 million and $4.9 million, respectively, in legacy incentive compensation to the Management Company.

Non-legacy incentive compensation reflects incentive payments that resulted from distributions to Percentage Interest holders, and legacy incentive compensation reflects incentive payments that resulted from distributions to Legacy Interest holders.

As of December 31, 2025 and 2024, $86.2 million and $123.9 million, respectively, was accrued for incentive compensation management fees due to the Management Company, and is included in accrued management fees in the accompanying consolidated balance sheets.

Included in selling, general and administrative costs and expenses in the accompanying consolidated statements of operations for the year ended December 31, 2022 is $3.1 million for general and administrative expenses incurred by the Management Company on behalf of the Company that were reimbursable under the A&R DMA prior to the 2022 Extension.

General and administrative expense reimbursements were settled in cash on a monthly basis.

In connection with the 2022 Extension of the A&R DMA, the variable cost reimbursement component was eliminated from the A&R DMA, and the annualized base fee was increased to a fixed $12.0 million.

At December 31, 2024 and 2023, no balance was accrued for general and administrative expense reimbursements.

Commercial Sub-Management Agreement

1 unchanged sentence

Under the terms of the Sub-MA, certain incentive compensation provisions were vested upon termination.

Incentive compensation payments become payable, calculated generally, as 2% of distributions (as defined in the Sub-MA) in excess of the first $476 million of priority Legacy Interests.

Incentive compensation payments become payable, calculated generally, as 2% of distributions (as defined in the Sub-MA) in excess of the priority Legacy Interests.

During the years ended December 31, 2025, 2024 and 2023, total incentive compensation management fee expense incurred pertaining to the Sub-MA was $3.9 million, $20.0 million and $10.0 million, respectively, and is included in management fee in the accompanying consolidated statements of operations.

2 unchanged sentences

Management’s estimate is based on various underlying assumptions which include but are not limited to, the current and projected performance of the Project and the resulting cash that will be available for distributions.

Changes in the estimated amount of aggregate payments probable of being made in future periods will be recognized as a cumulative adjustment to

management fee expense in the period the estimate changes.

Changes in the estimated amount of aggregate payments probable of being made in future periods will be recognized as a cumulative adjustment to management fee expense in the period the estimate changes.

Actual payments of incentive compensation may differ materially from current estimates.

2 unchanged sentences

In the normal course of business, the Company may enter into purchase and sale agreements or other contracts with the Company’s members or affiliates of members.

Land sale revenues recognized from related party transactions was $22.6 million, $16.2 million and $12.5 million during the years ended December 31, 2024, 2023 and 2022, respectively, and is included in land sales in the accompanying consolidated statements of operations.

There were no land sale revenues recognized from related party transactions during the year ended December 31, 2025.

Land sale revenues recognized from related party transactions was $22.6 million and $16.2 million during the years ended December 31, 2024 and 2023, respectively, and is included in land sales in the accompanying consolidated statements of operations.

The related party land sale revenues primarily relate to profit participation.

8 unchanged sentences

2013-3 (“CFD”).

The CFD is supported by special taxes levied on landowners within the improvement areas of the CFD.

supported by special taxes levied on landowners within the improvement areas of the CFD.

The CFD will also fund certain improvements, operations and maintenance costs of the Orange County Great Park (the “Park”).

7 unchanged sentences

The FPIA terminated ALA II, as amended, upon the effective date of the FPIA and restructured the Company’s remaining development obligations to the City.

Additionally, the Company agreed to pay $18.0 million to the City upon the City completing certain administrative steps but no sooner than 2025.

Additionally, the Company agreed to pay $18.0 million to the City upon the City completing certain administrative steps which as of December 31, 2025 had not yet occurred.

The FPIA became effective on May 16, 2023, subsequent to the completion of a series of approvals and administrative actions in connection with the formation of the new City of Irvine Communities Facilities District No.

3 unchanged sentences

At each of December 31, 2025 and 2024, the carrying balance of amounts payable to the City related to the FPIA totaled $18.0 million and is included within accounts payable and other liabilities on the consolidated balance sheets.

In December 2025, the Company and the City entered into the Affordable Housing and Necessary Government Use Property Exchange Agreement (the “Exchange Agreement”).

Under the Exchange Agreement, and subject to the satisfaction of certain exchange conditions, the Company agreed to convey approximately 35 acres of land to the City in exchange for approximately 26 acres owned by the City.

Additionally, the Company agreed to pay $10.0 million to the City, consisting of $5.0 million due within one year following the close of escrow and an additional $5.0 million payment due upon the later of three years following the close of escrow or the City’s commencement of construction on certain authorized facilities.

As of December 31, 2025, the carrying balance of amounts payable to the City related to the Exchange Agreement totaled $10.0 million and is included within accounts payable and other liabilities on the consolidated balance sheet.

The Company may be a party to various claims, legal actions, and complaints arising in the ordinary course of business.

3 unchanged sentences

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through February 21, 2025 the date the consolidated financial statements were issued, and has determined that, other than as disclosed, no events or transactions have occurred subsequent to December 31, 2024 that require adjustments to or disclosure in the Company’s consolidated financial statements.

The Company has evaluated subsequent events through March 6, 2026 the date the consolidated financial statements were issued, and has determined that, other than as disclosed, no events or transactions have occurred subsequent to December 31, 2025 that require adjustments to or disclosure in the Company’s consolidated financial statements.

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 9A. Controls and Procedures