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, 2025 and 2024, the related consolidated statements of operations, comprehensive income, capital, and cash flows, for each of the three years in the period ended December 31, 2025, 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, 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 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, 2025, 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 March 6, 2026, 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, 4, and 10 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. 40 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, 2025. /s/ DELOITTE & TOUCHE LLP Costa Mesa, California March 6, 2026 We have served as the Company’s auditor since 2009. 41 Table of Contents FIVE POINT HOLDINGS, LLC CONSOLIDATED BALANCE SHEETS (In thousands, except shares) December 31, 2025 2024 ASSETS INVENTORIES $ 2,443,279 $ 2,298,080 INVESTMENT IN UNCONSOLIDATED ENTITIES 153,087 185,324 PROPERTIES AND EQUIPMENT, NET 29,264 29,487 INTANGIBLE ASSETS, NET—RELATED PARTY 17,250 9,037 GOODWILL 69,812 — CASH AND CASH EQUIVALENTS 425,546 430,875 RESTRICTED CASH AND CERTIFICATES OF DEPOSIT 992 992 RELATED PARTY ASSETS 89,509 101,670 OTHER ASSETS 20,264 20,952 TOTAL $ 3,249,003 $ 3,076,417 LIABILITIES AND CAPITAL LIABILITIES: Notes payable, net $ 443,348 $ 525,737 Accounts payable and other liabilities 106,199 100,292 Related party liabilities 70,973 63,297 Deferred income tax liability, net 58,343 33,570 Payable pursuant to tax receivable agreement 181,544 173,424 Total liabilities 860,407 896,320 COMMITMENTS AND CONTINGENT LIABILITIES (Note 14) REDEEMABLE NONCONTROLLING INTERESTS 70,155 25,000 CAPITAL: Class A common shares; No par value; Issued and outstanding: 2025— 71,100,768 shares; 2024— 69,369,234 shares Class B common shares; No par value; Issued and outstanding: 2025— 76,096,410 shares; 2024— 79,233,544 shares Contributed capital 616,751 593,827 Retained earnings 228,043 157,077 Accumulated other comprehensive loss ( 1,549 ) ( 1,468 ) Total members’ capital 843,245 749,436 Noncontrolling interests 1,475,196 1,405,661 Total capital 2,318,441 2,155,097 TOTAL $ 3,249,003 $ 3,076,417 See accompanying notes to consolidated financial statements. 42 Table of Contents FIVE POINT HOLDINGS, LLC CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) Year Ended December 31, 2025 2024 2023 REVENUES: Land sales $ 42,450 $ 139,097 $ 160,796 Land sales—related party — — 595 Management services—related party 65,304 96,404 47,621 Operating properties 2,266 2,425 2,720 Total revenues 110,020 237,926 211,732 COSTS AND EXPENSES: Land sales 29,719 90,109 105,651 Management services 20,389 23,852 22,170 Operating properties 6,683 5,134 6,167 Selling, general, and administrative 60,617 51,233 51,495 Total costs and expenses 117,408 170,328 185,483 OTHER INCOME (EXPENSE): Interest income 17,254 10,858 7,230 Loss on debt extinguishment ( 1,819 ) — — Miscellaneous 820 ( 5,977 ) ( 776 ) Total other income 16,255 4,881 6,454 EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES 203,592 132,617 76,595 INCOME BEFORE INCOME TAX (PROVISION) BENEFIT 212,459 205,096 109,298 INCOME TAX (PROVISION) BENEFIT ( 28,925 ) ( 27,462 ) 4,418 NET INCOME 183,534 177,634 113,716 LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS 112,568 109,337 58,322 NET INCOME ATTRIBUTABLE TO THE COMPANY $ 70,966 $ 68,297 $ 55,394 NET INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE Basic $ 1.01 $ 0.98 $ 0.80 Diluted $ 0.96 $ 0.96 $ 0.76 WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING Basic 69,976,942 69,224,327 68,826,340 Diluted 149,299,535 146,944,944 145,131,125 NET INCOME 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 78,554,548 79,233,544 79,233,544 See accompanying notes to consolidated financial statements. 43 Table of Contents FIVE POINT HOLDINGS, LLC CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Year Ended December 31, 2025 2024 2023 NET INCOME $ 183,534 $ 177,634 $ 113,716 OTHER COMPREHENSIVE (LOSS) INCOME: Net actuarial (loss) gain on defined benefit pension plan ( 138 ) 1,720 889 Reclassification of actuarial loss on defined benefit pension plan included in net income 59 198 162 Other comprehensive (loss) income before taxes ( 79 ) 1,918 1,051 INCOME TAX BENEFIT (PROVISION) RELATED TO OTHER COMPREHENSIVE (LOSS) INCOME 15 ( 336 ) — OTHER COMPREHENSIVE (LOSS) INCOME—Net of tax ( 64 ) 1,582 1,051 COMPREHENSIVE INCOME 183,470 179,216 114,767 LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS 112,541 110,053 58,715 COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY $ 70,929 $ 69,163 $ 56,052 See accompanying notes to consolidated financial statements. 44 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, 2023 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 Net income (1) — — — 70,966 — 70,966 111,256 182,222 Share-based compensation—net of tax of $ 680 — — 8,291 — — 8,291 — 8,291 Reacquisition of share-based compensation awards for tax-withholding purposes ( 425,684 ) — ( 2,357 ) — — ( 2,357 ) — ( 2,357 ) Issuance of share-based compensation awards 129,085 — — — — — — — Settlement of restricted share units for Class A common shares 918,020 — — — — — — — Other comprehensive loss—net of tax of $ 15 -actuarial loss on pension plan — — — — ( 37 ) ( 37 ) ( 27 ) ( 64 ) Redemption of noncontrolling interest—net of tax of $ 5,476 1,110,113 ( 3,137,134 ) 20,496 — ( 40 ) 20,456 ( 25,932 ) ( 5,476 ) Tax distributions to noncontrolling interests — — — — — — ( 12,608 ) ( 12,608 ) Adjustment to liability recognized under tax receivable agreement—net of tax of $ 2,272 — — ( 5,847 ) — — ( 5,847 ) — ( 5,847 ) Adjustment of noncontrolling interest in the Operating Company—net of tax of $ 817 — — 2,341 — ( 4 ) 2,337 ( 3,154 ) ( 817 ) BALANCE - December 31, 2025 71,100,768 76,096,410 $ 616,751 $ 228,043 $ ( 1,549 ) $ 843,245 $ 1,475,196 $ 2,318,441 (1) Total net income excludes net income of $ 1.3 million attributable to redeemable noncontrolling interests (see Note 6). See accompanying notes to consolidated financial statements. 45 Table of Contents FIVE POINT HOLDINGS, LLC CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 183,534 $ 177,634 $ 113,716 Adjustments to reconcile net income to net cash provided by operating activities: Equity in earnings from unconsolidated entities ( 203,592 ) ( 132,617 ) ( 76,595 ) Return on investment from Great Park Venture 201,289 119,787 78,200 Return on investment from Gateway Commercial Venture 1,446 9,433 — Return on investment from other equity method investments 609 — — Deferred income taxes 21,446 24,363 ( 4,439 ) Depreciation and amortization 8,755 19,363 19,934 Share-based compensation 7,611 4,299 3,665 Loss on debt extinguishment 1,819 — — Changes in operating assets and liabilities: Inventories ( 141,797 ) ( 80,666 ) 27,541 Related party assets 22,814 ( 19,980 ) 10,771 Other assets 378 ( 11,548 ) 3,774 Accounts payable and other liabilities ( 6,758 ) 20,695 ( 11,714 ) Related party liabilities 7,676 ( 14,777 ) ( 10,730 ) Net cash provided by operating activities 105,230 115,986 154,123 CASH FLOWS FROM INVESTING ACTIVITIES: Return of investment from Great Park Venture 50,694 62,140 75,986 Return of investment from Gateway Commercial Venture 151 7,752 — Return of investment from other equity method investments 4,633 980 1,148 Contributions to unconsolidated entities ( 6,506 ) — — Acquisition of Hearthstone Venture, net of cash acquired ( 55,307 ) — — Purchase of properties and equipment ( 217 ) ( 808 ) ( 23 ) Net cash (used in) provided by investing activities ( 6,552 ) 70,064 77,111 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from senior notes offering 450,000 — — Repayments of notes payable ( 530,121 ) ( 100,000 ) — Payment of financing costs ( 8,522 ) ( 474 ) ( 687 ) Reacquisition of share-based compensation awards for tax-withholding purposes ( 2,357 ) ( 823 ) ( 202 ) Related party reimbursement obligation — — ( 4,282 ) Tax distributions to noncontrolling interests ( 12,608 ) ( 7,679 ) ( 4,033 ) Distributions to redeemable noncontrolling interests ( 399 ) — — Net cash used in financing activities ( 104,007 ) ( 108,976 ) ( 9,204 ) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH ( 5,329 ) 77,074 222,030 CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 431,867 354,793 132,763 CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH—End of period $ 426,538 $ 431,867 $ 354,793 SUPPLEMENTAL CASH FLOW INFORMATION (Note 15) See accompanying notes to consolidated financial statements. 46 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 Company also provides capital solutions to the U.S. homebuilding industry primarily through the management of land banks. 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 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 or outside of capital when the criteria for temporary capital classification have been met. Noncontrolling interests represent equity interests in the Company’s consolidated subsidiaries held by partners in the Operating Company, excluding the Holding Company, members in The Shipyard Communities, LLC (the “San Francisco Venture”), excluding the Operating Company, and members in Hearthstone Residential Holdings, LLC (“HRH”) or its subsidiaries (HRH, together with its consolidated subsidiaries, the “Hearthstone Venture”), excluding the Operating Company (see Note 6). 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”). 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 notes to the financial statements was not meaningful to the users of the financial statements. These presentation changes did not affect the total capital balance, net income or earnings per share in any of the periods reported. 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, 2025, 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. 47 Table of Contents 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 and outside of capital when temporary capital classification is met. Net income (loss) attributable to the noncontrolling interests on the consolidated statement of operations represents the portion of 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 consideration that 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 price participation provision requiring the homebuilder to pay a fee per residence sold, as a percentage of the home sale price. Such 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 development management services and asset 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. 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. 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 assets, 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 to be generated by a long-lived asset are less than its carrying amount, an impairment charge is recorded to write down the carrying 48 Table of Contents 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, 2025, 2024 and 2023, the Company did not recognize any impairment losses on its long-lived assets. Business Combinations —The Company accounts for businesses it acquires in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations . This methodology requires that assets acquired, liabilities assumed and noncontrolling interests of the acquiree be recorded at fair value on the date of acquisition. Goodwill is recorded with regard to acquisitions of businesses when the purchase price of the business plus the fair value of noncontrolling interests of the acquiree exceeds the value of the identifiable assets acquired and liabilities assumed. The costs of business acquisitions are expensed as incurred. These costs may include fees for accounting, legal, professional consulting and valuation specialists. Purchase price allocations may be preliminary, and during the measurement period, not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. Goodwill —The Company's goodwill balance resulted from the acquisition of the Hearthstone Venture in July 2025. In accordance with ASC 350, Intangibles-Goodwill and Other , the Company evaluates goodwill for potential impairment at least annually during the fourth quarter or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. The Company may first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Qualitative factors may include, but are not limited to, economic conditions, industry and market considerations, cost factors, overall financial performance of the reporting unit and other entity and reporting unit specific events. If a quantitative assessment is performed, the fair value estimate may be derived through various valuation methods, including the use of discounted expected future cash flows. The annual goodwill impairment analysis was performed as of October 1, 2025, and the Company did not recognize any impairment losses on its goodwill. 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 49 Table of Contents 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”), FP-HS Lot Option Joint Venture - Valencia, LLC (the “Valencia Landbank Venture”) and the Hearthstone Venture funds (the “Hearthstone Funds”) 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 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, 2025, 2024 or 2023. 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, 2025, 2024 and 2023, the Company incurred interest expense, including amortization of debt issuance costs, all of which was capitalized into inventories, of $ 56.1 million, $ 61.5 million and $ 53.8 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 $ 3.5 million, $ 3.3 million and $ 3.6 million during the years ended December 31, 2025, 2024 and 2023, 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 Assets —The Company records intangible asset amortization expense straight-line over the useful life or 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, 2025 and 2024, 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 50 Table of Contents 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: 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 other less than wholly owned subsidiaries, 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. Miscellaneous other income (expense) —Miscellaneous other income (expense) consisted of the following (in thousands): Year Ended December 31, 2025 2024 2023 Net periodic pension benefit (cost) $ 67 $ ( 49 ) $ ( 82 ) Other (1) 753 ( 5,928 ) ( 694 ) Total miscellaneous other income (expense) $ 820 $ ( 5,977 ) $ ( 776 ) (1) In January 2024, the Company settled an exchange offer on its $ 625.0 million 7.875 % Senior Notes (see Note 11). 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 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 51 Table of Contents 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 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 Notes 15 and 19). 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. ACQUISITIONS On July 31, 2025 (the “Acquisition Date”), the Company acquired substantially all of the assets associated with the residential asset management business of Hearthstone, Inc., a provider of capital solutions to the U.S. homebuilding industry, by purchasing 75 % of the outstanding Class A units of HRH for an all cash purchase price of $ 57.6 million. This acquisition positions the Company as an active manager of capital solutions for the homebuilding industry primarily through land banking. The acquisition was accounted for as a business combination under ASC Topic 805, Business Combinations (“ASC 805”). The following table summarizes the amounts recognized for the estimated fair value of the assets acquired, liabilities assumed and noncontrolling interests of the Hearthstone Venture and resulting goodwill as of the Acquisition Date (in thousands): Consideration $ 57,562 Recognized amounts of identifiable assets acquired and liabilities assumed Cash and cash equivalents 2,255 Related party receivables and contract assets 10,653 Investment in funds 16,508 Intangible assets 13,672 Other assets 1,113 Total assets 44,201 Accounts payable and other liabilities 12,209 Total liabilities 12,209 Net identifiable assets acquired 31,992 Goodwill 69,812 Net assets acquired 101,804 Less: redeemable noncontrolling interests in the Hearthstone Venture 44,242 $ 57,562 A third-party valuation specialist assisted the Company in estimating the fair values of the assets acquired, liabilities assumed and noncontrolling interests in the Hearthstone Venture. The identifiable intangible assets acquired include investor relationships and joint venture projects, which were valued at $ 7.3 million and $ 6.4 million, respectively. The fair values of these intangible assets were determined using income-based valuation approaches, specifically the multi-period excess earnings method. The investor relationships intangible asset was valued based on projected revenue growth and estimated attrition rates of existing investors, while the joint venture projects intangible asset was valued based on projected net revenue from existing joint venture contracts. The estimated remaining useful lives of both intangible assets are seven years . The fair value of the noncontrolling interests (see Note 6) was based on the stated unit values, which the Company determined approximated fair value, and discounted cash flow analyses. These fair value measurements are based on significant inputs that are not observable in the market and thus represent a fair value measurement categorized within Level 3 of the fair value hierarchy. Key assumptions include discount rates consistent with expected returns on comparable private real estate funds ranging from 15 % to 20 %. 52 Table of Contents Goodwill primarily represents the value of expected operational synergies, enhanced scale and market presence, the assembled workforce, and other intangible benefits expected to be realized from integrating the Hearthstone Venture platform with the Company’s existing operations. The Company expects $ 39.8 million, the portion of goodwill attributable to its ownership interest, will be deductible for tax purposes. All of the goodwill was assigned to the Hearthstone segment. At December 31, 2025, the carrying value of goodwill was $ 69.8 million. During the year ended December 31, 2025, the Company incurred $ 1.6 million in acquisition costs. The acquisition costs are included in selling, general, and administrative expenses on the accompanying consolidated statement of operations. Revenues and earnings of the Hearthstone Venture included in the Company’s consolidated statements of operations from the Acquisition Date through December 31, 2025, were $ 11.8 million and $ 3.9 million, respectively. Unaudited Pro Forma The following table presents the Company’s unaudited pro forma consolidated revenues and net income for the years ended December 31, 2025 and 2024 as if the Hearthstone Venture acquisition had occurred on January 1, 2024 (in thousands): Year Ended December 31, 2025 2024 Revenues $ 120,844 $ 254,255 Net income 187,362 179,419 These amounts have been calculated after applying the Company's accounting policies, including acquisition costs in the earnings of the earliest period and adjusting the results of the Hearthstone Venture to reflect amortization for intangible assets and tax effects. 4. REVENUES The following tables present the Company’s consolidated revenues disaggregated by revenue source and reporting segment (see Note 16) (in thousands): Year Ended December 31, 2025 Valencia San Francisco Great Park (1) Hearthstone (2) Total Land sales and land sales—related party $ 42,450 $ — $ — $ — $ 42,450 Management services—related party — — 53,512 11,792 65,304 Operating properties 405 — — — 405 42,855 — 53,512 11,792 108,159 Operating properties leasing revenues 1,162 699 — — 1,861 $ 44,017 $ 699 $ 53,512 $ 11,792 $ 110,020 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 53 Table of Contents (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 5 and 16). (2) Hearthstone revenues are for the period from the Acquisition Date through December 31, 2025. 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, 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 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”). 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 included an annual fixed base fee and incentive compensation payments payable as a percentage of distributions made to the members of the Great Park Venture during the First Renewal Term. 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 $ 12.0 million annual fixed base fee under the First Renewal Term, and incentive compensation payments payable as a percentage of distributions made to the members of the Great Park Venture during the Second Renewal Term. Due to the contingencies associated with estimating the amount of incentive compensation that ultimately will become payable for services provided, 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. The Hearthstone Venture generates asset management fee revenues, primarily from the management of land banking funds. Asset management services are satisfied over time because the customer receives and consumes the benefits of the management services daily. Base fee consideration is variable since over the contract period the management fee varies based on fluctuations in the basis of the calculation. The basis of the calculation is the amount of invested capital, or a similar measurement, multiplied by a defined fee rate. The base management fee is generally calculated and payable monthly allowing any uncertainty about the amount of the fee to be resolved and the full amount of the fee to be recognized as revenue during the reporting period. Any uncollected fees are recognized as a receivable and included in related party assets on the consolidated balance sheet. The Hearthstone Venture's asset management contracts may also contain a performance fee payable upon a managed fund achieving a defined rate of return to the customer. Performance fees are recognized as management services are provided over the service period estimated to be needed to reach the performance threshold. Performance fees are constrained and only recognized to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. When performance fees are recognized in advance of payments due, a contract asset is recognized and is included in related party assets on the consolidated balance sheet. 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, 2025 were $ 101.8 million ($ 100.8 million related party, see Note 10) and $ 89.7 million ($ 87.5 million related party, see Note 10), respectively. The net decrease of $ 12.1 million between the opening and closing balances of the Company’s contract assets primarily resulted from the receipt of $ 62.8 million in incentive compensation payments from the Great Park Venture partially offset by (i) additional incentive compensation revenue recognized during the period that resulted from changes in the estimated constrained transaction price of the A&R DMA and (ii) $ 10.4 million primarily for performance fees recognized as part of the Hearthstone Venture’s acquisition (see Note 3). The Company received an additional $ 5.1 million in incentive compensation payments from the Great Park Venture related to 54 Table of Contents the Second Renewal Term during the year ended December 31, 2025. The balance represents a contract liability for payments received prior to the satisfaction of the associated performance obligation and is included in related party liabilities as of December 31, 2025. 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 10) and $ 101.8 million ($ 100.8 million related party, see Note 10), 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 prior period land sales. Other than the incentive compensation contract liability, the opening and closing balances of the Company’s other receivables from contracts with customers and contract liabilities for the years ended December 31, 2025 and 2024 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. 5. 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, 2025. Legacy Interest holders were entitled to receive priority distributions in an aggregate amount equal to $ 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. During the year ended December 31, 2025, the Great Park Venture made aggregate distributions of $ 672.0 million to holders of Percentage Interests. The Company received $ 252.0 million for its 37.5 % Percentage Interest. 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. 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 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, 2025, the Great Park Venture recognized no land sale revenues to related parties of the Company and $ 825.7 million in land sale revenues to third parties, of which $ 224.9 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, 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. 55 Table of Contents The following table summarizes the statements of operations of the Great Park Venture for the years ended December 31, 2025, 2024 and 2023 (in thousands): 2025 2024 2023 Land sale and related party land sale revenues $ 825,659 $ 612,806 $ 554,825 Cost of land sales ( 195,900 ) ( 144,876 ) ( 237,309 ) Other costs and expenses ( 45,280 ) ( 118,746 ) ( 66,906 ) Net income of Great Park Venture $ 584,479 $ 349,184 $ 250,610 The Company’s share of net income $ 219,180 $ 130,944 $ 93,979 Basis difference amortization, net ( 17,891 ) ( 11,157 ) ( 15,032 ) Equity in earnings from Great Park Venture $ 201,289 $ 119,787 $ 78,947 The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of December 31, 2025 and 2024 (in thousands): 2025 2024 Inventories $ 153,117 $ 274,738 Cash and cash equivalents 187,574 118,256 Contract assets and receivables, net 28,090 169,604 Total assets $ 368,781 $ 562,598 Accounts payable and other liabilities $ 175,935 $ 282,277 Capital (Percentage Interest) 192,846 280,321 Total liabilities and capital $ 368,781 $ 562,598 The Company’s share of capital in Great Park Venture $ 72,318 $ 105,121 Unamortized basis difference 28,635 46,526 The Company’s investment in the Great Park Venture $ 100,953 $ 151,647 Gateway Commercial Venture The Company owned a 75 % interest in the Gateway Commercial Venture as of December 31, 2025. 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. 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. During the year ended December 31, 2025, the Company received $ 1.6 million in distributions from the Gateway Commercial Venture. 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 and 2023, the Gateway Commercial Venture recognized $ 8.7 million and $ 8.5 million, respectively, in rental revenues from those leasing arrangements. 56 Table of Contents The following table summarizes the statements of operations of the Gateway Commercial Venture for the years ended December 31, 2025, 2024 and 2023 (in thousands): 2025 2024 2023 Rental revenues $ — $ 8,747 $ 8,482 Rental operating and other expenses ( 291 ) ( 3,509 ) ( 5,821 ) Depreciation and amortization — ( 4,011 ) ( 4,015 ) Gain on sale of assets, net — 17,826 — Interest income 2,219 — — Interest expense — ( 2,590 ) ( 2,531 ) Net income (loss) of Gateway Commercial Venture $ 1,928 $ 16,463 $ ( 3,885 ) Equity in earnings (loss) from Gateway Commercial Venture $ 1,446 $ 12,347 $ ( 2,914 ) The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of December 31, 2025 and 2024 (in thousands): 2025 2024 Cash and restricted cash $ 41 $ 257 Note receivable and other assets 43,681 43,667 Total assets $ 43,722 $ 43,924 Members’ capital $ 43,722 $ 43,924 Total liabilities and capital $ 43,722 $ 43,924 The Company’s investment in the Gateway Commercial Venture $ 32,792 $ 32,943 Hearthstone Funds The Hearthstone Venture has ownership interests in individual funds that primarily engage in land banking. The Hearthstone Venture is the general partner or managing member of each fund and holds an economic interest between 1 % and 3 %. The Hearthstone Funds make investments in separate project limited partnerships that acquire land to be developed and contract with preapproved homebuilders through option and development agreements to construct improvements and purchase lots on agreed-upon terms and conditions. The Hearthstone Venture does not have a controlling financial interest in any of the Hearthstone Funds, however, the Hearthstone Venture has the ability to significantly influence the operating and financial policies of the Hearthstone Funds, and therefore it accounts for its investments in the funds using the equity method. Several of the Hearthstone Funds utilize financing arrangements to partially fund the acquisition of land. The debt is non-recourse to the Hearthstone Venture other than in the case of customary “bad act” exceptions or bankruptcy or insolvency events. The following table summarizes the statements of operations of the Hearthstone Funds from the Acquisition Date through December 31, 2025 (in thousands): 2025 Total revenues $ 468,036 Total expenses ( 447,933 ) Total net income $ 20,103 Equity in earnings from the Hearthstone Funds $ 397 The following table summarizes the balance sheet data of the Hearthstone Funds as of December 31, 2025 (in thousands): 2025 Total assets $ 3,328,424 Total liabilities $ 1,613,133 The Company’s investment in the Hearthstone Funds $ 18,923 6. 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, 2025, the Holding Company and its wholly owned subsidiary owned approximately 65.0 % of the outstanding Class A Common Units and 100 % of the outstanding Class B Common Units of the Operating Company. The Holding Company consolidates 57 Table of Contents the financial results of the Operating Company and its subsidiaries and records a noncontrolling interest for the remaining 35.0 % of the outstanding Class A Common Units of the Operating Company that are owned separately by affiliates of Lennar Corporation (“Lennar”) and GFFP Holdings, LLC (“GFFP”). 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. 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. 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, 2025, 2024 and 2023, were as follows (in thousands): Year Ended December 31, 2025 2024 2023 Management Partner $ 448 $ 1,061 $ 4,033 Other partners (excluding the Holding Company) 12,160 6,618 — Total tax distributions $ 12,608 $ 7,679 $ 4,033 Generally, tax distributions are treated as advance distributions under the LPA and are taken into account when determining the amounts otherwise distributable or as an adjustment to the shares issuable upon an exchange of Class A Common Units under the LPA. An entity controlled by Emile Haddad, the Company’s Chairman Emeritus of the Board of Directors and former Chief Executive Officer (the “Management Partner”) previously owned 3,137,134 Class A Common Units of the Operating Company. On October 13, 2025, the Management Partner exchanged 3,137,134 Class A Common 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 Common Units owned by the Management Partner were returned to the Operating Company in accordance with the tax distribution dilution provisions of the LPA and were canceled. During the years ended December 31, 2025, 2024 and 2023, the Holding Company’s ownership interest in the Operating Company also changed as a result of net equity transactions related to the Company’s share-based compensation plan. 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. 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 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 58 Table of Contents 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. This exchange right is currently exercisable by all holders of outstanding Class A units of the San Francisco Venture. Redeemable Noncontrolling Interest (San Francisco Class C units) 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, 2025 and 2024, $ 25.0 million of Class C units were outstanding and included in redeemable noncontrolling interests on the consolidated balance sheets. Redeemable Noncontrolling Interest (Hearthstone Venture) Interests in the Hearthstone Venture include Class A units and Class B units of HRH. The Class A units represent common equity interests that participate in profits and losses proportionately, while the Class B units represent a separate class of nonvoting preferred interests. The Class B units have a stated value of $ 1,000 per unit and accrue a preferred return at a rate equal to 10 % per annum or less, as defined in HRH’s operating agreement. The Class B interests are entitled to receive distributions of unpaid preferred return and capital prior to any distributions to the Class A Unit members. At December 31, 2025, the Company held 75 % of the outstanding Class A units. Other members of HRH held the remaining 25 % of the outstanding Class A units and 10,472 Class B units representing 100 % of the outstanding Class B units. In the event HRH calls capital, the portion attributable to the Class A units held by the other members will be satisfied by automatic conversion of Class B units into Class A units at a value of $ 1,000 per Class B Unit, until all Class B units are fully converted. The Class A units and Class B units held by other members of HRH are redeemable at the option of the Company or the other members after July 31, 2031, and upon the occurrence of certain events prior to July 31, 2031. The redemption value of the Class A units will be fair market value as of the redemption date, while the redemption value of Class B units will be equal to $ 1,000 per unit plus any unpaid preferred return. Class A units and Class B units held by other members are included in redeemable noncontrolling interests on the consolidated balance sheets. The redeemable noncontrolling interests are measured at the greater of carrying amount or redemption value at each reporting date. HRH consolidates subsidiary asset management entities (collectively, the “Hearthstone Professional Entities”). Each of the Hearthstone Professional Entities is governed by a limited liability company agreement under which HRH serves as managing member, and legacy members hold minority ownership interests. The legacy members are entitled to receive distributions of profits and fees generated from legacy investment and management activities, including certain promote fees, in accordance with the terms of their respective operating agreements. These distribution rights are limited to historical projects and diminish over time as the related investments in those projects are realized or liquidated. The legacy member interests will be fully redeemed once all distributions and allocations to which they are entitled have been made. The legacy member interests are included in redeemable noncontrolling interests on the consolidated balance sheets. The carrying amount of the Hearthstone Venture redeemable noncontrolling interests as of July 31, 2025, the Acquisition Date, and December 31, 2025 were as follows (in thousands): HRH Class A Unit Noncontrolling Interests HRH Class B Unit Noncontrolling Interests Hearthstone Professional Entities Noncontrolling Interests Total Hearthstone Venture Redeemable Noncontrolling Interests BALANCE - July 31, 2025 $ 19,188 $ 12,072 $ 12,982 $ 44,242 Hearthstone Venture net income allocation 857 455 — 1,312 Class B unit conversions 1,600 ( 1,600 ) — — Distributions and redemptions — ( 188 ) ( 211 ) ( 399 ) BALANCE - December 31, 2025 $ 21,645 $ 10,739 $ 12,771 $ 45,155 7. 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 59 Table of Contents 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, Five Point Land, LLC (“FPL”), the entity developing Valencia, and the Hearthstone Professional Entities, 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, 2025, the San Francisco Venture had total combined assets of $ 1.48 billion, primarily comprised of $ 1.48 billion of inventories, and total combined liabilities of $ 68.8 million, including $ 64.7 million in related party liabilities. 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. 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 6). 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, 2025, FP LP and FPL had combined assets of $ 1.1 billion, primarily comprised of $ 963.7 million of inventories, $ 4.4 million of intangibles and $ 77.2 million in related party assets, and total combined liabilities of $ 60.7 million, including $ 54.7 million in accounts payable and other liabilities and $ 6.0 million in related party liabilities. 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. The Hearthstone Professional Entities are VIEs, as the other members of such entities, either individually or as a group, are not able to exercise kick-out rights and do not hold substantive participating rights. HRH is the primary beneficiary of the Hearthstone Professional Entities, and as of December 31, 2025, the total combined assets of the Hearthstone Professional Entities were $ 33.0 million, primarily comprised of investments in the Hearthstone Funds, and total combined liabilities were $ 0.3 million. 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, 2025, 2024 and 2023, respectively, there were no VIEs that were deconsolidated. 60 Table of Contents 8. PROPERTIES AND EQUIPMENT, NET Properties and equipment as of December 31, 2025 and 2024 consisted of the following (in thousands): 2025 2024 Agriculture operating properties and equipment $ 30,928 $ 30,711 Furniture, fixtures, and other 7,736 7,758 Total properties and equipment 38,664 38,469 Accumulated depreciation ( 9,400 ) ( 8,982 ) Properties and equipment, net $ 29,264 $ 29,487 Depreciation expense was $ 0.3 million, $ 0.3 million and $ 1.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. 9. INTANGIBLE ASSETS, NET—RELATED PARTY Intangible assets consist of (i) 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 10) and (ii) identifiable intangible assets acquired in connection with the acquisition of the Hearthstone Venture (see Note 3). The intangible assets acquired through the Hearthstone Venture acquisition include (i) investor relationships representing established relationships with institutional investors and capital partners that are expected to contribute recurring fee revenues and (ii) joint venture projects representing contractual rights to earn management and performance fees from existing residential financing and development arrangements. The incentive compensation intangible asset will be amortized over the contract period based on the pattern in which the economic benefits are expected to be received, while the Hearthstone Venture intangible assets will be amortized on a straight-line basis over an estimated useful life of seven years . The carrying amount and accumulated amortization of the intangible assets as of December 31, 2025 and 2024 were as follows (in thousands): 2025 2024 Gross carrying amount Accumulated amortization Net book value Gross carrying amount Accumulated amortization Net book value Hearthstone intangible assets $ 13,672 $ ( 814 ) $ 12,858 $ — $ — $ — Great Park A&R DMA incentive compensation 129,705 ( 125,313 ) 4,392 129,705 ( 120,668 ) 9,037 $ 143,377 $ ( 126,127 ) $ 17,250 $ 129,705 $ ( 120,668 ) $ 9,037 Intangible asset amortization expense, as a result of revenue recognition attributable to incentive compensation, was $ 4.6 million, $ 16.2 million and $ 15.0 million for the years ended December 31, 2025, 2024 and 2023, 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. Intangible asset amortization expense for the Hearthstone Venture intangible assets was $ 0.8 million for the year ended December 31, 2025. Amortization expense is included in the cost of management services in the accompanying consolidated statement of operations and is included in the Hearthstone segment. 61 Table of Contents 10. RELATED PARTY TRANSACTIONS Related party assets and liabilities included in the Company’s consolidated balance sheets as of December 31, 2025 and 2024 consisted of the following (in thousands): 2025 2024 Related Party Assets: Contract assets (see Note 4) $ 87,534 $ 100,793 Other 1,975 877 $ 89,509 $ 101,670 Related Party Liabilities: Reimbursement obligation $ 64,736 $ 62,057 Other 6,237 1,240 $ 70,973 $ 63,297 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. In September 2024, the Company and the Great Park Venture extended the A&R DMA through December 31, 2026. The compensation structure in place consists of a base fee and incentive compensation. Incentive compensation is 9 % of distributions available to be made by the Great Park Venture to its Percentage Interests holders (see Note 5). 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 years ended December 31, 2025 and 2024, the Great Park Venture made incentive compensation payments of $ 68.0 million and $ 49.1 million, respectively, to the Company. Additionally, during the year ended December 31, 2024, the Company received $ 1.8 million in incentive compensation payments attributed to Legacy Interests which were distributed 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, 2025, 2024 and 2023, the Company recognized revenue from management services of $ 53.5 million, $ 96.0 million and $ 47.2 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, 2025 and 2024, included in contract assets in the table above is $ 76.3 million and $ 99.2 million, respectively, attributed to incentive compensation revenue recognized but not yet due, and at December 31, 2025, included in other related party liabilities is $ 5.1 million attributed to payments received for incentive compensation revenue not yet recognized (see Note 4). Reimbursement Obligation The San Francisco Venture has entered into reimbursement agreements for which it has agreed to reimburse an affiliate of Lennar for a portion of the EB-5 loan liabilities and related interest that were assumed by an affiliate of Lennar in connection with the Formation Transactions. Interest totaled $ 2.7 million for each of the years ended December 31, 2025, 2024 and 2023. All of the incurred interest for the years ended December 31, 2025, 2024 and 2023 was capitalized into inventories. The weighted average interest rate as of December 31, 2025 was 4.6 %. Pursuant to a reimbursement deferral agreement with an affiliate of Lennar, principal and interest payments under the related party reimbursement obligation were deferred from October 2023 through December 31, 2025. In January 2026, the Company paid $ 37.5 million in principal and $ 6.0 million in accrued interest that became due upon the expiration of the deferral agreement. An additional $ 21.2 million is expected to be paid in 2026, however deferral notices from the lender to the Lennar affiliate may further extend the Company’s obligation to make reimbursement payments. These deferred amounts, if any, will continue to incur interest at the original interest rate. 62 Table of Contents Advisory Agreement with Emile Haddad The Company and Emile Haddad, a member of the Company’s board of directors and Chairman Emeritus, are parties to an advisory agreement with a current term ending December 1, 2028. Mr. Haddad receives 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 $ 2.5 million and $ 0.1 million for the years ended December 31, 2025 and 2024, respectively, which is included in selling, general, and administrative expenses on the accompanying consolidated statements of operations. 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 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 and 2023, 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. Operating Agreements with Hearthstone Funds (Performance Fee Contract Asset) The Hearthstone Venture manages the operations and assets of the Hearthstone Funds and is entitled to receive asset management fees and in some cases performance fees from those funds upon the achievement of certain performance hurdles. During the year ended December 31, 2025, the Hearthstone Venture recognized performance fee revenue of $ 4.4 million, and at December 31, 2025, included in contract assets in the table above is $ 10.4 million attributed to performance fee revenue recognized but not yet due (see Notes 3 and 4). 11. NOTES PAYABLE, NET At December 31, 2025 and 2024, notes payable, net consisted of the following (in thousands): 2025 2024 8.000 % Senior Notes due 2030 $ 450,000 $ — 10.500 % initial rate Senior Notes due 2028 — 523,494 7.875 % Senior Notes due 2025 — 1,500 Unamortized premium — 2,591 Unamortized debt issuance costs ( 6,652 ) ( 1,848 ) $ 443,348 $ 525,737 Senior Notes After completing an exchange offer in January 2024, the Operating Company and Five Point Capital Corp., a direct wholly owned subsidiary of the Operating Company (the “Co-Issuer” and, together with the Operating Company, the “Issuers”), had two tranches of unsecured senior notes outstanding, which included the 10.500 % initial rate senior notes due January 2028 (the “2028 Notes”) and the unexchanged portion of the 7.875 % senior notes due November 2025 (the “2025 Notes”). On September 25, 2025, the Issuers offered, sold and issued $ 450.0 million aggregate principal amount of 8.000 % unsecured senior notes due October 1, 2030 (the “2030 Notes”). Net proceeds from the offering, after underwriting fees and offering expenses, were $ 444.0 million. The Company incurred an additional $ 1.0 million in third party transaction and advisory costs in connection with the offering, resulting in aggregate debt issuance costs of $ 7.0 million. The 2030 Notes accrue interest at a rate of 8.000 % per annum. Interest on the 2030 Notes is payable semi-annually in arrears on April 1 and October 1, commencing April 1, 2026. The 2030 Notes are guaranteed, jointly and severally, by certain direct and indirect subsidiaries of the Operating Company and are redeemable at the 63 Table of Contents option of the Issuers, in whole or in part, at a declining call premium as set forth in the indenture governing the 2030 Notes, plus accrued and unpaid interest. Also on September 25, 2025, the Issuers used the net proceeds from the issuance of the 2030 Notes, together with cash on hand, to (i) purchase $ 471.5 million in principal amount of the $ 523.5 million outstanding 2028 Notes that were validly tendered pursuant to a cash tender offer (the “Concurrent Tender Offer”) and (ii) redeem $ 52.0 million in principal amount of the remaining 2028 Notes that were not purchased in the Concurrent Tender Offer by concurrently delivering and irrevocably depositing amounts with the indenture trustee (the “Trust Amounts”) sufficient to fund the payment of the principal amount and interest due on November 15, 2025, the redemption date. After the deposit of such Trust Amounts, the indenture governing the 2028 Notes was satisfied and discharged in accordance with its terms. The Company recognized a loss on debt extinguishment totaling $ 1.8 million in connection with the refinancing. Interest incurred, including amortization of debt issuance costs and premium, on the 2025 Notes, 2028 Notes and 2030 Notes during the years ended December 31, 2025, 2024 and 2023 totaled $ 52.9 million, $ 58.4 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 $ 217.5 million unsecured revolving credit facility that matures in July 2029. Any borrowings under the revolving credit agreement will bear interest at CME Term Secured Overnight Financing Rate 1 Month plus a margin of either 2.25 % or 2.50 % based on the Company’s leverage ratio. The revolving credit facility may be further extended to July 2030, subject to the satisfaction of certain conditions, including the approval of the administrative agent and lenders. As of December 31, 2025, no borrowings or letters of credit were outstanding on the Operating Company’s revolving credit facility. 12. 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. 64 Table of Contents At December 31, 2025 and 2024, the Company’s consolidated balance sheets included liabilities of $ 181.5 million and $ 173.4 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, 2025, 2024 and 2023. 13. 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, 2025, 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 three years to four years and include one or more Company options to extend the leases 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. The components of lease costs were as follows for the years ended December 31, 2025, 2024 and 2023 (in thousands): 2025 2024 2023 Operating lease cost $ 3,729 $ 702 $ 1,276 Related party operating lease cost — 2,892 3,154 Short-term lease cost 279 736 472 Supplemental balance sheet information related to leases as of December 31, 2025 and 2024 were as follows (in thousands, except lease term in years and discount rate): 2025 2024 Operating lease right-of-use assets $ 11,343 $ 12,973 Operating lease liabilities $ 9,989 $ 10,980 Weighted average remaining lease term (operating lease) 3.2 4.1 Weighted average discount rate (operating lease) 6.7 % 6.7 % Operating lease right-of-use assets are included in other assets and operating lease liabilities are included in accounts payable and other liabilities on the consolidated balance sheets. 65 Table of Contents The table below reconciles the undiscounted cash flows to operating lease liabilities recorded on the consolidated balance sheet as of December 31, 2025 (in thousands): Years Ending December 31, Rental Payments 2026 $ 3,361 2027 3,502 2028 3,605 2029 673 2030 — Thereafter — Total lease payments $ 11,141 Discount $ 1,152 Total operating lease liabilities $ 9,989 14. 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, 2025, the remaining estimated maximum potential amount of monetary payments subject to the guaranty was $ 4.8 million. 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, 2025, the Company made payments totaling $ 1.5 million under the agreement. The annual minimum payments for years 2026 to 2030 are $ 1.5 million, $ 1.6 million, $ 1.6 million, $ 1.7 million and $ 1.8 million, respectively. At December 31, 2025, the aggregate of all annual minimum payments remaining under the initial term total $ 26.8 million. 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, 2025, the Company has made aggregate payments of $ 37.0 million. At both December 31, 2025 and 2024, 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 $ 344.9 million and $ 375.8 million as of December 31, 2025 and 2024, 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. 66 Table of Contents At December 31, 2025 and 2024, 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 $ 198.9 million and $ 198.3 million, respectively. Warrants In February 2026, the Company issued warrants to certain affiliates of Blue Owl Capital Inc. (“Blue Owl”) to purchase up to 1,500,000 shares of the Company’s Class A common shares at an exercise price of $ 7.00 per share. The warrants were issued in connection with the formation of a new residential land banking fund between HRH and Blue Owl, which will be managed by HRH. The warrants vest based on aggregate capital contributions by Blue Owl to the partnership and, if vested, are exercisable for five years from issuance. No cash consideration was received by the Company in exchange for the issuance of the warrants. Letters of Credit At both December 31, 2025 and 2024, 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, 2025 and 2024, 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. In February 2026, the parties to the Bayview Action entered into a settlement agreement, which includes $ 10.8 million in damages to be paid out of insurance proceeds under a joint insurance policy held by the Company and Lennar, as well as a dismissal with prejudice to be entered on behalf of the Company. The settlement amount is expected to be funded in full by the insurance policy. Payment of the settlement and dismissal of the lawsuit are conditioned upon delivery of releases from the approximately 6,500 plaintiffs in the Bayview Action. There can be no assurance that such releases will be delivered timely, or at all, or that the settlement will take effect as described above. 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. 67 Table of Contents 15. SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information for the years ended December 31, 2025, 2024 and 2023 is as follows (in thousands): 2025 2024 2023 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest, all of which was capitalized to inventories $ 47,445 $ 54,091 $ 51,278 Noncash lease expense $ 3,008 $ 2,788 $ 3,958 NONCASH INVESTING AND FINANCING ACTIVITIES: Adjustment to operating lease right-of-use assets from lease modification, net $ — $ ( 241 ) $ 982 Class A common shares issued for redemption of noncontrolling interests $ 25,932 $ — $ — Accrued financing costs $ 400 $ — $ 117 Adjustment to liability recognized under TRA $ 8,120 $ 215 $ 140 Senior Notes due 2025 exchanged for Senior Notes due 2028 (see Note 11) $ — $ 523,500 $ — Supplemental cash flow information related to cash paid for income taxes for the years ended December 31, 2025, 2024 and 2023 is as follows (in thousands): 2025 2024 2023 Federal $ 98 $ 47 $ — State (1) 6,516 3,426 — Total $ 6,614 $ 3,473 $ — (1) Income taxes paid, net of refunds, exceed 5% of total income taxes paid, net of refunds, in the following jurisdictions: 2025 2024 2023 California $ 6,513 $ 3,424 $ — Noncash lease expense is included within the depreciation and amortization adjustment to net income on the Company’s consolidated statements of cash flows. Supplemental cash flow information related to leases for the years ended December 31, 2025, 2024 and 2023 is as follows (in thousands): 2025 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 3,079 $ 2,549 $ 4,700 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, 2025, 2024 and 2023 (in thousands): 2025 2024 2023 Cash and cash equivalents $ 425,546 $ 430,875 $ 353,801 Restricted cash and certificates of deposit 992 992 992 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 426,538 $ 431,867 $ 354,793 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. 16. 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. • 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. 68 Table of Contents • 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, 2025, 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. • Hearthstone—includes the Hearthstone Venture residential asset management platform focused on managing residential land banking programs across multiple U.S. markets. The Hearthstone segment derives revenues from management fees. 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 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. 69 Table of Contents Segment operating results and reconciliations to the Company’s consolidated balances for the years ended December 31, 2025, 2024 and 2023 are as follows (in thousands): Year ended December 31, 2025 Valencia San Francisco Great Park Hearthstone Total reportable segments Removal of Great Park Venture (1) Add investment in Great Park Venture Corporate and unallocated (2) Total Consolidated Revenues $ 44,017 $ 699 $ 879,171 $ 11,792 $ 935,679 $ ( 825,659 ) $ — $ — $ 110,020 Less: Cost of land sales 29,719 — 195,900 — 225,619 ( 195,900 ) — — 29,719 Management services — — 12,058 8,331 20,389 — — — 20,389 Selling, general, and administrative 11,142 5,435 9,621 — 26,198 ( 9,621 ) — 44,040 60,617 Management fees-related party — — 43,013 — 43,013 ( 43,013 ) — — — Other segment items (3) 5,403 ( 25 ) ( 7,354 ) ( 421 ) ( 2,397 ) 7,354 ( 201,289 ) 12,093 ( 184,239 ) Segment profit (loss) / Net income (loss) ( 2,247 ) ( 4,711 ) 625,933 3,882 622,857 ( 584,479 ) 201,289 ( 56,133 ) 183,534 Other segment disclosures: Depreciation and amortization 50 — 4,645 815 5,510 — — 236 5,746 Interest income — 25 7,354 24 7,403 ( 7,354 ) — 17,205 17,254 Segment assets 1,000,295 1,479,713 449,637 122,081 3,051,726 ( 368,781 ) 100,953 465,105 3,249,003 Inventory assets 963,661 1,479,618 153,117 — 2,596,396 ( 153,117 ) — — 2,443,279 Expenditures for long-lived assets (4) 116,926 57,710 72,900 — 247,536 ( 72,900 ) — — 174,636 (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 5), the Company’s commercial segment is no longer operating. The equity in earnings from the Company’s investment in the Gateway Commercial Venture is reported 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 $ 28.9 million, loss on debt extinguishment 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 benefit, miscellaneous other income and equity in earnings from unconsolidated entities. • San Francisco—interest income. • Great Park—interest income. • Hearthstone—interest income and equity in earnings from Hearthstone Funds. (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, 2025, Valencia’s net expenditures include $ 8.3 million, San Francisco’s net expenditures include $ 1.1 million and Great Park Venture’s net expenditures include $ 63.8 million in inventory cost reimbursements and recoveries received. 70 Table of Contents Year ended December 31, 2024 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 5), the Company’s commercial segment is no longer operating. The equity in earnings from the Company’s investment in the Gateway Commercial Venture is reported 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 unconsolidated entities. • 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. 71 Table of Contents Year ended December 31, 2023 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 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 (3) 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 (4) 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 5), 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) Other segment items for each reportable segment include: • Valencia—operating properties expenses, pension costs, miscellaneous other income and equity in earnings from unconsolidated entities. • San Francisco—interest income. • Great Park—interest income and equity in earnings from unconsolidated entities. (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, 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. A third-party commercial builder represented one of the Company’s major customers during the year ended December 31, 2025, accounting for approximately $ 42.5 million, or 39 %, of total consolidated revenues. Revenues generated from this customer were from the sale of industrial land in Valencia. 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. The Great Park Venture represented another of the Company’s major customers for the years ended December 31, 2025, 2024 and 2023, and accounted for approximately $ 53.5 million, or 49 %, $ 96.0 million, or 40 %, and $ 47.2 million, or 22 %, of total consolidated revenues, respectively. These revenues represented management services revenues and were reported in the Great Park segment. 17. 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 72 Table of Contents “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, 2025, there were 1,439,767 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. Awards with a three-year vesting period and five-year performance period were granted during the year ended December 31, 2025. Expected volatility was 51.78 % and 47.37 %, respectively, and was calculated based on the historical volatility of the Company’s common stock using daily share price returns over a three-year and five-year lookback period from the date of grant, respectively, and t he risk-free interest rate was 3.64 % and 3.63 %, respectively, and was based on U.S. Treasury yield curve rates with maturities consistent with the three-year vesting period and five-year performance period, respectively. For awards granted during the year ended December 31, 2024, expected volatility was 46.78 % 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 was based on U.S. Treasury yield curve rates with maturities consistent with the three-year vesting period. During the years ended December 31, 2025, 2024 and 2023, the Company reacquired vested RSUs and restricted share awards from employees for $ 2.4 million, $ 0.8 million and $ 0.2 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. 73 Table of Contents The following table summarizes share-based equity compensation activity for the years ended December 31, 2025, 2024 and 2023: Share-Based Awards (in thousands) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2023 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 Granted 4,404 $ 3.08 Forfeited ( 1,146 ) $ 1.16 Vested ( 1,047 ) $ 3.14 Nonvested at December 31, 2025 8,614 $ 2.52 Share-based compensation expense was $ 7.6 million, $ 4.3 million and $ 3.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. Share-based compensation expense is included in selling, general, and administrative expenses on the accompanying consolidated statements of operations. Approximately $ 11.9 million of total unrecognized compensation cost related to non-vested awards is expected to be recognized over a weighted-average period of 1.9 years from December 31, 2025. The estimated fair value at vesting of share-based awards that vested during the years ended December 31, 2025, 2024 and 2023 was $ 5.8 million, $ 2.7 million, and $ 2.0 million, respectively. Awards forfeited in 2025 represent awards with a market performance condition that were forfeited for no consideration as the threshold vesting condition was not achieved. 74 Table of Contents 18. 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, 2025 and 2024 are as follows (in thousands): 2025 2024 Change in benefit obligation: Projected benefit obligation—beginning of year $ 14,249 $ 15,569 Interest cost 675 767 Benefits paid ( 1,071 ) ( 1,564 ) Actuarial gain ( 109 ) ( 523 ) Projected benefit obligation—end of year $ 13,744 $ 14,249 Change in plan assets: Fair value of plan assets—beginning of year $ 15,593 $ 15,045 Actual gain on plan assets 554 2,112 Employer contributions — — Benefits paid ( 1,071 ) ( 1,564 ) Fair value of plan assets—end of year $ 15,076 $ 15,593 Funded status $ 1,332 $ 1,344 Amounts recognized in the consolidated balance sheet—asset $ 1,332 $ 1,344 Amounts recognized in accumulated other comprehensive loss—net actuarial loss $ ( 1,960 ) $ ( 1,881 ) The accumulated benefit obligation for the Retirement Plan was $ 13.7 million and $ 14.2 million at December 31, 2025 and 2024, respectively. The components of net periodic (benefit) cost and other amounts recognized in accumulated other comprehensive loss for the years ended December 31, 2025, 2024 and 2023, are as follows (in thousands): 2025 2024 2023 Net periodic (benefit) cost: Interest cost $ 675 $ 767 $ 809 Expected return on plan assets ( 801 ) ( 916 ) ( 889 ) Amortization of net actuarial loss 59 198 162 Net periodic (benefit) cost ( 67 ) 49 82 Adjustment to accumulated other comprehensive loss: Net actuarial loss (gain) 138 ( 1,720 ) ( 889 ) Amortization of net actuarial loss ( 59 ) ( 198 ) ( 162 ) Total adjustment to accumulated other comprehensive loss 79 ( 1,918 ) ( 1,051 ) Total recognized in net periodic (benefit) cost and accumulated other comprehensive loss $ 12 $ ( 1,869 ) $ ( 969 ) 75 Table of Contents The weighted-average assumptions used to determine benefit obligations as of December 31, 2025 and 2024 were as follows: 2025 2024 Discount rate 5.15 % 5.10 % Rate of compensation increase N/A N/A The weighted-average assumptions used to determine net periodic expense for the years ended December 31, 2025, 2024 and 2023, were as follows: 2025 2024 2023 Discount rate 5.10 % 5.40 % 5.00 % Rate of compensation increase N/A N/A N/A Expected long-term return on plan assets 5.80 % 6.20 % 6.21 % 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 10 % in equity investments (Standard & Poor’s Large Cap Index Funds, Small Cap Equity, Mid Cap Equity, and International Equity) and approximately 90 % 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, 2025 and 2024, are as follows (in thousands): Asset Category 2025 2024 Pooled and/or collective funds: Equity funds: Large cap $ 761 $ 1,798 Mid cap 260 740 Small cap 69 451 International 324 682 Fixed-income funds—U.S. bonds and short term 13,662 11,922 Total $ 15,076 $ 15,593 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 2026 and expects future benefit payments to be paid as follows (in thousands): 2026 $ 2,068 2027 1,220 2028 1,906 2029 989 2030 1,150 2031-2035 3,956 $ 11,289 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 $ 0.2 million, $ 0.4 million and $ 0.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. 76 Table of Contents 19. 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, 2025, 2024 and 2023 was as follows (in thousands): 2025 2024 2023 Current income tax expense: Federal $ ( 97 ) $ ( 48 ) $ ( 12 ) State ( 7,382 ) ( 3,051 ) ( 9 ) Total current income tax expense ( 7,479 ) ( 3,099 ) ( 21 ) Deferred income tax (expense) benefit: Federal $ ( 19,321 ) $ ( 18,667 ) $ ( 8,982 ) State ( 2,125 ) ( 5,696 ) ( 4,139 ) Total deferred income tax (expense) benefit ( 21,446 ) ( 24,363 ) ( 13,121 ) Decrease (increase) in valuation allowance — — 17,625 Expiration of unused loss carryforwards — — ( 65 ) (Provision) benefit for income taxes $ ( 28,925 ) $ ( 27,462 ) $ 4,418 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): 2025 2024 Deferred tax assets Net operating loss carryforward $ 143,015 $ 160,386 Tax receivable agreement 50,802 48,530 Other 3,726 1,667 Valuation allowance — — Total deferred tax assets 197,543 210,583 Deferred tax liabilities-investments in subsidiaries ( 255,886 ) ( 244,153 ) Deferred tax liability, net $ ( 58,343 ) $ ( 33,570 ) 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, 2025. At December 31, 2025, the Holding Company had federal tax effected net operating loss (“NOL”) carryforwards totaling $ 103.1 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 $ 1.7 million that begin to expire in 2042. 77 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 12), 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 2025, 2024 and 2023 is as follows (in thousands, except rate percentages): 2025 2024 2023 US federal statutory tax rate $ ( 44,616 ) 21.00 % $ ( 43,070 ) 21.00 % $ ( 22,953 ) 21.00 % State and local income taxes-net of federal income tax effect (1) ( 7,510 ) 3.53 ( 6,894 ) 3.36 ( 3,288 ) 3.01 Tax credits 1,124 ( 0.53 ) 559 ( 0.27 ) — — Changes in valuation allowances — — — — 17,560 ( 16.07 ) Nontaxable or nondeductible items Pass-through to noncontrolling interests 23,637 ( 11.12 ) 22,823 ( 11.13 ) 12,248 ( 11.21 ) Other ( 1,198 ) 0.56 ( 848 ) 0.49 ( 815 ) 0.75 Other adjustments Other ( 362 ) 0.17 ( 32 ) 0.02 1,666 ( 1.52 ) (Provision) benefit for income taxes/Effective tax rate $ ( 28,925 ) 13.61 % $ ( 27,462 ) 13.47 % $ 4,418 ( 4.04 ) % (1) State taxes in California made up the majority (greater than 50%) of the tax effect in this category. At December 31, 2025 and 2024, 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, 2024, the Holding Company is subject to U.S. federal, state, and local examinations by tax authorities for the years beginning 2009 through 2024. 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. On July 4, 2025, H.R.1, the One Big Beautiful Bill Act, was signed into law, which includes a broad range of tax reform provisions affecting businesses. There was no material impact on the Company’s consolidated financial statements as a result of the legislation for the for the year ended December 31, 2025. 20. 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, 2025 and 2024. 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, 2025, the estimated fair value of notes payable, net was $ 470.2 million compared to a carrying value of $ 443.3 million. 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. During the years ended December 31, 2025, 2024 and 2023, the Company had no assets, other than those items related to the Hearthstone acquisition (see Note 3), that were measured at fair value on a nonrecurring basis. 78 Table of Contents 21. 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, 2025, 2024 and 2023. 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. 79 Table of Contents The following table summarizes the basic and diluted earnings per share calculations for the years ended December 31, 2025, 2024 and 2023 (in thousands, except shares and per share amounts): 2025 2024 2023 Numerator: Net income attributable to the Company $ 70,966 $ 68,297 $ 55,394 Adjustments to net income attributable to the Company ( 304 ) ( 33 ) ( 16 ) Net income attributable to common shareholders $ 70,662 $ 68,264 $ 55,378 Numerator — basic common shares: Net income attributable to common shareholders $ 70,662 $ 68,264 $ 55,378 Less: net income allocated to participating securities $ 55 $ 84 $ 270 Allocation of basic net income among common shareholders $ 70,607 $ 68,180 $ 55,108 Numerator for basic net income available to Class A common shareholders $ 70,584 $ 68,157 $ 55,089 Numerator for basic net income available to Class B common shareholders $ 23 $ 23 $ 19 Numerator — diluted common shares: Net income attributable to common shareholders $ 70,662 $ 68,264 $ 55,378 Reallocation of income from dilutive potential securities $ 72,401 $ 72,818 $ 55,891 Less: net income allocated to participating securities $ 53 $ 82 $ 258 Allocation of diluted net income among common shareholders $ 143,010 $ 141,000 $ 111,011 Numerator for diluted net income available to Class A common shareholders $ 142,987 $ 140,977 $ 110,992 Numerator for diluted net income available to Class B common shareholders $ 23 $ 23 $ 19 Denominator: Basic weighted average Class A common shares outstanding 69,976,942 69,224,327 68,826,340 Diluted weighted average Class A common shares outstanding 149,299,535 146,944,944 145,131,125 Basic and diluted weighted average Class B common shares outstanding 78,554,548 79,233,544 79,233,544 Basic earnings per share: Class A common shares $ 1.01 $ 0.98 $ 0.80 Class B common shares $ 0.00 $ 0.00 $ 0.00 Diluted earnings per share: Class A common shares $ 0.96 $ 0.96 $ 0.76 Class B common shares $ 0.00 $ 0.00 $ 0.00 Anti-dilutive potential Performance RSUs 4,571,247 3,691,186 3,123,408 Anti-dilutive potential Restricted Shares (weighted average) — — — Anti-dilutive potential Performance Restricted Shares (weighted average) — — — Anti-dilutive potential Class A common shares from exchanges (weighted average) 2,458,138 3,137,134 3,137,134 22. 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 $ 1.5 million at December 31, 2025 and 2024, net of tax benefits of $ 0.3 million and $ 0.3 million, respectively. Accumulated other comprehensive loss of $ 0.7 million and $ 0.8 million is included in noncontrolling interests at December 31, 2025 and 2024, 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 $ 32,000 , $ 91,000 and $ 102,000 , net of taxes, and are included in miscellaneous other (expense) income on the accompanying consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023, respectively. 80 Table of Contents ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.