UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-38088

Five Point Holdings, LLC

(Exact name of registrant as specified in its charter)

Delaware

27-0599397

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

2000 FivePoint

4th Floor

Irvine

California

92618

(Address of Principal Executive Offices)

(Zip code)

(949) 349-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common shares	FPH	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 24, 2025, 70,971,448 Class A common shares and 76,096,410 Class B common shares were outstanding.

FIVE POINT HOLDINGS, LLC

TABLE OF CONTENTS

FORM 10-Q

		Page
	PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	1
	Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	1
	Unaudited Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2025 and 2024	2
	Unaudited Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2025 and 2024	2
	Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months and six months ended June 30, 2025 and 2024	3
	Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months and nine months ended September 30, 2025 and 2024	3
	Unaudited Condensed Consolidated Statements of Capital for the three months and six months ended June 30, 2025 and 2024	4
	Unaudited Condensed Consolidated Statements of Capital for the three months and nine months ended September 30, 2025 and 2024	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024	6
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2630
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	3945
ITEM 4.	Controls and Procedures	4045
	PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	4146
ITEM 1A.	Risk Factors	4146
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4146
ITEM 3.	Defaults Upon Senior Securities	4146
ITEM 4.	Mine Safety Disclosures	4146
ITEM 5.	Other Information	4146
ITEM 6.	Exhibits	4247
	Signatures	4348

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are subject to risks and uncertainties. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “would,” “result” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. This report may contain forward-looking statements regarding: our expectations of our future revenues, costs and financial performance; the impact of inflation and interest rates; future demographics and market conditions, including housing supply levels, in the areas where our communities are located; the outcome of pending litigation and its effect on our operations; the timing of our development activities; the timing of future real estate purchases or sales, including anticipated deliveries of homesites and anticipated amenities in our communities; and the timing and expected benefits of planned and potential transactions and acquisitions.

We caution you that any forward-looking statements presented in this report are based on our current views and information currently available to us. Forward-looking statements are subject to risks, trends, uncertainties and factors that are beyond our control. We believe these risks and uncertainties include, but are not limited to, the following:

•risks associated with the real estate industry;

•downturns in economic conditions or demographic changes at the national, regional or local levels, particularly in the areas where our properties are located;

•our ability to successfully execute planned and potential transactions, including acquisitions of assets or other interests, and the potential failure to realize the expected benefits of such transactions in the expected timeframes or at all;

•uncertainty and risks related to zoning and land use laws and regulations, including environmental planning and protection laws;

•risks associated with development and construction projects;

•adverse developments in the economic, political, competitive or regulatory climate of California;

•loss of key personnel;

•uncertainties and risks related to adverse weather conditions, natural disasters and climate change;

•fluctuations in interest rates;

•the availability of cash for distribution and debt service and exposure to risk of default under debt obligations;

•exposure to liability relating to environmental and health and safety matters;

•uncertainties and risks related to public health issues such as a major epidemic or pandemic;

•exposure to litigation or other claims;

•insufficient amounts of insurance or exposure to events that are either uninsured or underinsured;

•intense competition in the real estate market and our ability to sell properties at desirable prices;

•fluctuations in real estate values;

•potential impairment charges and adjustments related to the accounting of our real estate assets and investments;

•changes in property taxes;

•risks that increased tariffs will increase development costs or impact pricing for our land;

•risks associated with our trademarks, trade names and service marks;

•conflicts of interest with our directors;

•general volatility of the capital and credit markets and the price of our Class A common shares; and

•risks associated with public or private financing or the unavailability thereof.

Please see Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, as well as other risks and uncertainties detailed from time to time in our subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission, for a more detailed discussion of these and other risks.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We caution you therefore against relying on any of these forward-looking statements.

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. They are based on estimates and assumptions only as of the date of this report. We undertake no obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by applicable law.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except shares)

(Unaudited)

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
ASSETS
INVENTORIES	$	2,~~400~~448,~~597~~353	$	2,298,080
INVESTMENT IN UNCONSOLIDATED ENTITIES	~~160~~168,~~423~~867		185,324
PROPERTIES AND EQUIPMENT, NET	29,~~351~~253		29,487
INTANGIBLE ASSET, NET—RELATED PARTY	7,330		9,037
INTANGIBLE ASSETS, NET—RELATED PARTY	19,863		9,037
CASH AND CASH EQUIVALENTS	456,640		430,875
GOODWILL	69,812		—
CASH AND CASH EQUIVALENTS	351,127		430,875
RESTRICTED CASH AND CERTIFICATES OF DEPOSIT	992		992
RELATED PARTY ASSETS	8378,~~473~~194		101,670
OTHER ASSETS	2018,~~011~~821		20,952
TOTAL	$	3,~~158~~185,~~817~~282	$	3,076,417
LIABILITIES AND CAPITAL
LIABILITIES:
Notes payable, net	$	~~527~~444,~~462~~533	$	525,737
Accounts payable and other liabilities	~~100~~102,~~300~~423		100,292
Related party liabilities	6465,~~512~~344		63,297
Deferred income tax liability, net	4249,~~562~~624		33,570
Payable pursuant to tax receivable agreement	173,849		173,424
Total liabilities	~~908~~835,~~685~~773		896,320
COMMITMENTS AND CONTINGENT LIABILITIES (Note 11)
COMMITMENTS AND CONTINGENT LIABILITIES (Note 12)
REDEEMABLE NONCONTROLLING INTEREST	25,000		25,000
REDEEMABLE NONCONTROLLING INTERESTS	69,527		25,000
CAPITAL:
Class A common shares; No par value; Issued and outstanding: June 30, 2025—69,861,335 shares; December 31, 2024—69,369,234 shares
Class A common shares; No par value; Issued and outstanding: September 30, 2025—69,861,335 shares; December 31, 2024—69,369,234 shares
Class B common shares; No par value; Issued and outstanding: June 30, 2025—79,233,544 shares; December 31, 2024—79,233,544 shares
Class B common shares; No par value; Issued and outstanding: September 30, 2025—79,233,544 shares; December 31, 2024—79,233,544 shares
Contributed capital	~~597~~599,~~170~~741		593,827
Retained earnings	~~183~~204,~~681~~752		157,077
Accumulated other comprehensive loss	(1,~~459~~450)		(1,468)
Total members’ capital	~~779~~803,~~392~~043		749,436
Noncontrolling interests	1,~~445~~476,~~740~~939		1,405,661
Total capital	2,~~225~~279,~~132~~982		2,155,097
TOTAL	$	3,~~158~~185,~~817~~282	$	3,076,417

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
REVENUES:
Land sales	$	(1612)	$	~~307~~372	$	8270	$	~~842~~1,214
Land sales—related party	—		3—		—		—
Management services—related party	612,~~959~~826		5016,~~279~~030		1932,~~510~~336		5975,~~005~~035
Operating properties	~~530~~674		~~603~~611		1,~~038~~712		1,~~280~~891
Total revenues	713,~~473~~488		5117,~~192~~013		2034,~~630~~118		6178,~~127~~140
COSTS AND EXPENSES:
Land sales	—		—		—		—
Management services	25,~~330~~455		114,~~315~~256		510,~~391~~846		1519,~~211~~467
Operating properties	1,~~773~~631		1,~~878~~231		34,~~260~~891		24,~~868~~099
Selling, general, and administrative	1514,~~586~~294		1211,~~186~~911		3044,~~351~~645		2537,~~102~~013
Total costs and expenses	1921,~~689~~380		2517,~~379~~398		3960,~~002~~382		4360,~~181~~579
OTHER INCOME (EXPENSE):
Interest income	4,~~967~~484		2,~~755~~595		913,~~017~~501		58,~~980~~575
Miscellaneous	21		26		796		(5,881)
Loss on debt extinguishment	(1,824)		—		(1,824)		—
Total other income	4,988		2,781		9,813		99
Miscellaneous	8		24		804		(5,857)
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES	17,145		15,498		88,584		33,084
Total other income	2,668		2,619		12,481		2,718
INCOME BEFORE INCOME TAX PROVISION	9,917		44,092		80,025		51,129
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES	70,137		11,987		158,721		45,071
INCOME TAX PROVISION	(1,341)		(5,865)		(10,863)		(6,819)
INCOME BEFORE INCOME TAX PROVISION	64,913		14,221		144,938		65,350
NET INCOME	8,576		38,227		69,162		44,310
INCOME TAX PROVISION	(9,199)		(1,886)		(20,062)		(8,705)
LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	5,256		23,505		42,558		27,262
NET INCOME	55,714		12,335		124,876		56,645
NET INCOME ATTRIBUTABLE TO THE COMPANY	$	3,320	$	14,722	$	26,604	$	17,048
LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	34,643		7,579		77,201		34,841
NET INCOME ATTRIBUTABLE TO THE COMPANY	$	21,071	$	4,756	$	47,675	$	21,804
NET INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS A SHARE
Basic	$	0.0530	$	0.2107	$	0.3868	$	0.2531
Diluted	$0.28	~~0.05~~	$	0.2107	$	0.3665	$	0.2431
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING
Basic	69,~~763~~796,~~845~~339		69,~~239~~279,~~296~~028		69,~~639~~692,~~492~~349		69,~~148~~192,~~940~~620
Diluted	~~148~~149,~~724~~430,~~073~~920		~~145~~146,~~936~~565,~~206~~417		~~148~~149,~~743~~267,~~245~~968		~~145~~146,~~906~~394,~~521~~307
NET INCOME ATTRIBUTABLE TO THE COMPANY PER CLASS B SHARE
Basic and diluted	$	0.00	$	0.00	$	0.00	$	0.00
WEIGHTED AVERAGE CLASS B SHARES OUTSTANDING
Basic and diluted	79,233,544		79,233,544		79,233,544		79,233,544

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
NET INCOME	$	855,~~576~~714	$	3812,~~227~~335	$	69124,~~162~~876	$	4456,~~310~~645
OTHER COMPREHENSIVE INCOME:
Reclassification of actuarial loss on defined benefit pension plan included in net income	1219		1314		2544		2741
Other comprehensive income before taxes	1219		1314		2544		2741
INCOME TAX PROVISION RELATED TO OTHER COMPREHENSIVE INCOME	(3)		(21)		(47)		(45)
OTHER COMPREHENSIVE INCOME—Net of tax	916		1113		2137		2336
COMPREHENSIVE INCOME	855,~~585~~730		3812,~~238~~348		69124,~~183~~913		4456,~~333~~681
LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	534,~~260~~650		237,~~510~~584		4277,~~567~~217		2734,~~272~~856
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY	$	321,~~325~~080	$	144,~~728~~764	$	2647,~~616~~696	$	1721,~~061~~825

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CAPITAL

(In thousands, except share amounts)

(Unaudited)

	Class A Common Shares	Class B Common Shares	Contributed Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Members’ Capital		Noncontrolling Interests		Total Capital
BALANCE - March 31, 2025	69,858,638	79,233,544	$	595,437	$	180,361	$	(1,464)	$	774,334	$	1,440,494	$	2,214,828
Net income	—	—	—		3,320		—		3,320		5,256		8,576
Share-based compensation	—	—	1,719		—		—		1,719		—		1,719
Issuance of share-based compensation awards	2,697	—	—		—		—		—		—		—
Other comprehensive income—net of tax of $3	—	—	—		—		5		5		4		9
Adjustment of noncontrolling interest in the Operating Company	—	—	14		—		—		14		(14)		—
BALANCE - June 30, 2025	69,861,335	79,233,544	$	597,170	$	183,681	$	(1,459)	$	779,392	$	1,445,740	$	2,225,132
BALANCE - March 31, 2024	69,358,504	79,233,544	$	592,227	$	91,106	$	(2,327)	$	681,006	$	1,307,099	$	1,988,105
Net income(1)	—	—	—		21,071		—		21,071		34,293		55,364
Net income	—	—	—		14,722		—		14,722		23,505		38,227
Share-based compensation	—	—	2,571		—		—		2,571		—		2,571
Share-based compensation	—	—	984		—		—		984		—		984
Other comprehensive income—net of tax of $3	—	—	—		—		9		9		7		16
Other comprehensive income—net of tax of $2	—	—	—		—		6		6		5		11
Tax distributions to noncontrolling interests	—	—	—		—		—		—		(3,101)		(3,101)
BALANCE - September 30, 2025	69,861,335	79,233,544	$	599,741	$	204,752	$	(1,450)	$	803,043	$	1,476,939	$	2,279,982
BALANCE - June 30, 2024	69,358,504	79,233,544	$	593,211	$	105,828	$	(2,321)	$	696,718	$	1,330,609	$	2,027,327
Net income	—	—	—		4,756		—		4,756		7,579		12,335
Share-based compensation	—	—	993		—		—		993		—		993
Other comprehensive income—net of tax of $1	—	—	—		—		8		8		5		13
Tax distributions to noncontrolling interests	—	—	—		—		—		—		(1,599)		(1,599)
BALANCE - September 30, 2024	69,358,504	79,233,544	$	594,204	$	110,584	$	(2,313)	$	702,475	$	1,336,594	$	2,039,069

(1) Total net income excludes net income of $0.4 million attributable to redeemable noncontrolling interests (see Note 6).

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CAPITAL

(In thousands, except share amounts)

(Unaudited)

	Class A Common Shares	Class B Common Shares	Contributed Capital		RetainedEarnings		AccumulatedOtherComprehensiveLoss		Total Members’ Capital		Noncontrolling Interests		Total Capital
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	—	—	—		26,604		—		26,604		42,558		69,162
Net income(1)	—	—	—		47,675		—		47,675		76,851		124,526
Share-based compensation	—	—	25,~~934~~505		—		—		25,~~934~~505		—		25,~~934~~505
Reacquisition of share-based compensation awards for tax-withholding purposes	(329,840)	—	(1,776)		—		—		(1,776)		—		(1,776)
Issuance of share-based compensation awards	129,085	—	—		—		—		—		—		—
Settlement of restricted share units for Class A common shares	692,856	—	—		—		—		—		—		—
Other comprehensive income—net of tax of $4	—	—	—		—		12		12		9		21
Other comprehensive income—net of tax of $7	—	—	—		—		21		21		16		37
Tax distributions to noncontrolling interests	—	—	—		—		—		—		(3,101)		(3,101)
Adjustment to liability recognized under tax receivable agreement—net of tax of $119	—	—	(306)		—		—		(306)		—		(306)
Adjustment of noncontrolling interest in the Operating Company	—	—	2,491		—		(3)		2,488		(2,488)		—
BALANCE - June 30, 2025	69,861,335	79,233,544	$	597,170	$	183,681	$	(1,459)	$	779,392	$	1,445,740	$	2,225,132
BALANCE - September 30, 2025	69,861,335	79,233,544	$	599,741	$	204,752	$	(1,450)	$	803,043	$	1,476,939	$	2,279,982
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	—	—	—		1721,~~048~~804		—		1721,~~048~~804		2734,~~262~~841		4456,~~310~~645
Share-based compensation	—	—	12,~~816~~809		—		—		12,~~816~~809		—		12,~~816~~809
Reacquisition of share-based compensation awards for tax-withholding purposes	(282,883)	—	(823)		—		—		(823)		—		(823)
Issuance of share-based compensation awards	158,940	—	—		—		—		—		—		—
Settlement of restricted share units for Class A common shares	282,509	—	—		—		—		—		—		—
Other comprehensive income—net of tax of $4	—	—	—		—		13		13		10		23
Other comprehensive income—net of tax of $5	—	—	—		—		21		21		15		36
Tax distributions to noncontrolling interests	—	—	—		—		—		—		(1,599)		(1,599)
Adjustment to liability recognized under tax receivable agreement—net of tax of $40	—	—	(103)		—		—		(103)		—		(103)
Adjustment of noncontrolling interest in the Operating Company	—	—	715		—		(2)		713		(713)		—
BALANCE - June 30, 2024	69,358,504	79,233,544	$	593,211	$	105,828	$	(2,321)	$	696,718	$	1,330,609	$	2,027,327
BALANCE - September 30, 2024	69,358,504	79,233,544	$	594,204	$	110,584	$	(2,313)	$	702,475	$	1,336,594	$	2,039,069

(1) Total net income excludes net income of $0.4 million attributable to redeemable noncontrolling interests (see Note 6).

See accompanying notes to unaudited condensed consolidated financial statements.

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FIVE POINT HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	69124,~~162~~876	$	4456,~~310~~645
Adjustments to reconcile net income to net cash used in operating activities:
Equity in earnings from unconsolidated entities	(88158,~~584~~721)		(3345,~~084~~071)
Return on investment from Great Park Venture	70151,~~854~~994		3345,~~130~~218
Return on investment from Valencia Landbank Venture	69		—
Return on investment from other equity method investments	317		—
Deferred income taxes	916,~~107~~166		57,~~886~~350
Depreciation and amortization	35,~~275~~261		1316,~~102~~088
Share-based compensation	25,~~934~~505		12,~~816~~809
Loss on debt extinguishment	1,824		—
Changes in operating assets and liabilities:
Inventories	(~~100~~147,~~602~~423)		(76123,~~673~~540)
Related party assets	1834,~~197~~129		(3739,~~813~~717)
Other assets	~~(583)~~896		~~1,809~~(579)
Accounts payable and other liabilities	54(11,187)		118,~~759~~641
Related party liabilities	1,~~215~~885		(35,~~901~~456)
Net cash used in operating activities	(14,902)		(49,659)
Net cash provided by (used in) operating activities	25,522		(67,612)
CASH FLOWS FROM INVESTING ACTIVITIES:
Return of investment from Great Park Venture	41,998		1440,~~176~~999
Return of investment from Valencia Landbank Venture	543		800
Return of investment from other equity method investments	2,230		890
Purchase of properties and equipment	(98)		(454)
Contributions to unconsolidated entities	(4,874)		—
Net cash provided by investing activities	42,443		14,522
Acquisition of Hearthstone Venture, net of cash on hand	(55,145)		—
Purchase of properties and equipment	(98)		(681)
Net cash (used in) provided by investing activities	(15,889)		41,208
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of financing costs	—		(454)
Proceeds from senior notes offering	450,000		—
Payment of financing costs	(5,964)		(454)
Reacquisition of share-based compensation awards for tax-withholding purposes	(1,776)		(823)
Repayments of notes payable	—(528,475)		(100,000)
Net cash used in financing activities	(1,776)		(101,277)
Tax distributions to noncontrolling interests	(3,101)		(1,599)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	25,765		(136,414)
Distributions to redeemable noncontrolling interests	(65)		—
Net cash used in financing activities	(89,381)		(102,876)
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(79,748)		(129,280)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period	431,867		354,793
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period	$	~~457~~352,~~632~~119	$	~~218~~225,~~379~~513

SUPPLEMENTAL CASH FLOW INFORMATION (Note 1213)

See accompanying notes to unaudited condensed consolidated financial statements.

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FIVE POINT HOLDINGS, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BUSINESS AND ORGANIZATION

Five Point Holdings, LLC, a Delaware limited liability company (the “Holding Company” and, together with its consolidated subsidiaries, the “Company”), is an owner and developer of mixed-use planned communities in California. The Holding Company owns all of its assets and conducts all of its operations through Five Point Operating Company, LP, a Delaware limited partnership (the “Operating Company”), and its subsidiaries.

The Company has two classes of shares outstanding: Class A common shares and Class B common shares. Holders of Class A common shares and holders of Class B common shares are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders, and are both entitled to receive distributions at the same time. However, the distributions paid to holders of 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 condensed 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, ~~and~~ 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 56).

The Company has an entity structure in which the Company’s two largest equity owners, Lennar Corporation (“Lennar”) and GFFP Holdings, LLC (“GFFP”), and the Company’s founder and Chairman Emeritus, Emile Haddad, separately hold, in addition to interests in the Company’s common shares, equity interests in either or both the Operating Company or the San Francisco Venture that can be exchanged for, at the Company’s option, either the Company’s Class A common shares or cash. The diagram below presents a simplified depiction of the Company’s organizational structure as of ~~June~~September 30, 2025:

(1) A wholly owned subsidiary of the Holding Company serves as the sole managing general partner of the Operating Company. As of ~~June~~September 30, 2025, the Company owned approximately 62.8% of the outstanding Class A Common Units of the Operating Company. After a one year holding period, a holder of Class A Common Units of the Operating Company can exchange the units for, at the Company’s option, either Class A common shares of the Holding Company, on a one-for-one basis, or cash equal to the fair market value of such shares. Until Class A Common Units of the Operating Company are exchanged or redeemed, the capital associated with Class A Common Units of the Operating Company not held by the Holding Company is presented within “noncontrolling interests” on the Company’s condensed consolidated balance sheet. Assuming the exchange of all outstanding Class A Common Units of the Operating Company and all outstanding Class A units of the San Francisco Venture (see (2)

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“noncontrolling interests” on the Company’s condensed consolidated balance sheet. On October 13, 2025, Emile Haddad 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 Emile Haddad were returned to the Operating Company in accordance with the dilution provisions of the Operating Company's partnership agreement and canceled. Assuming the exchange of all other outstanding Class A Common Units of the Operating Company and all outstanding Class A units of the San Francisco Venture (see (2) below), that are not held by the Company, based on the closing price of the Company’s Class A common shares on ~~July~~October 1824, 2025 ($56.9915), the equity market capitalization of the Company was approximately $~~893~~904.26 million.

(2) The Operating Company owns all of the outstanding Class B units of the San Francisco Venture, the entity developing the Candlestick and The San Francisco Shipyard communities. The Class A units of the San Francisco Venture, which the Operating Company does not own, are intended to be economically equivalent to Class A Common Units of the Operating Company. As the holder of all outstanding Class B units of the San Francisco Venture, the Operating Company is entitled to receive 99% of available cash from the San Francisco Venture after the holders of Class A units in the San Francisco Venture have received distributions equivalent to the distributions, if any, paid on Class A Common Units of the Operating Company. Class A units of the San Francisco Venture can be exchanged, on a one-for-one basis, for Class A Common Units of the Operating Company (~~See~~see Note 56). Until exchanged or redeemed through the Operating Company, the capital associated with Class A units of the San Francisco Venture is presented within “noncontrolling interests” on the Company’s condensed consolidated balance sheet.

(3) Together, the Operating Company, Five Point Communities, LP, ~~a Delaware limited partnership~~ (“FP LP”), and Five Point Communities Management, Inc., ~~a Delaware corporation~~ (“FP Inc.” and together with FP LP, the “Management Company”) own 100% of Five Point Land, LLC, ~~a Delaware limited liability company~~ (“FPL”), the entity developing Valencia, a mixed-use planned community located in northern Los Angeles County, California. The Operating Company has a controlling interest in the Management Company.

(4) Interests in Heritage Fields LLC, ~~a Delaware limited liability company~~ (the “Great Park Venture”), previously consisted of either “Percentage Interests” or “Legacy Interests.” Holders of the Legacy Interests were entitled to receive priority distributions up to an aggregate amount of $565.0 million, all of which had been distributed as of December 31, 2024 (~~See~~see Note 45), as a result of which, the Legacy Interests are no longer deemed to be outstanding. The Company owns a 37.5% Percentage Interest in the Great Park Venture and serves as its administrative member. However, management of the Great Park Venture is vested in the four voting members, who have a total of five votes. Major decisions generally require the approval of at least 75% of the votes of the voting members. The Company has two votes, and the other three voting members each have one vote, so the Company is unable to approve any major decision without the consent or approval of at least two of the other voting members. The Company does not include the Great Park Venture as a consolidated subsidiary, but rather as an equity method investee, in its condensed consolidated financial statements.

(5) The Company owns a 75% interest in Five Point Office Venture Holdings I, LLC, ~~a Delaware limited liability company~~ (the “Gateway Commercial Venture”). The Company manages the Gateway Commercial Venture, however, the manager’s authority is limited. Major decisions by the Gateway Commercial Venture generally require unanimous approval by an executive committee composed of two people designated by the Company and two people designated by another investor. Some decisions require approval by all of the members of the Gateway Commercial Venture. The Company does not include the Gateway Commercial Venture as a consolidated subsidiary, but rather as an equity method investee, in its condensed consolidated financial statements.

(6) In July 2025, the Operating Company, through its wholly owned subsidiary Five Point HRH Member, LLC, acquired 75% of the Class A Units of HRH. Management of HRH is vested in an executive committee consisting of three voting members. The Operating Company has the ability to appoint two of such members. Major decisions generally require the approval of at least two-thirds of the voting members, but certain fundamental decisions by HRH require unanimous approval by all three executive committee members. The Operating Company has a controlling interest in HRH and includes HRH as a consolidated subsidiary in its condensed consolidated financial statements (see Note 3).

2. BASIS OF PRESENTATION

Principles of consolidation—The accompanying condensed consolidated financial statements include the accounts of the Holding Company and the accounts of all subsidiaries in which the Holding Company has a controlling interest and the consolidated accounts of variable interest entities (“VIEs”) in which the Holding Company is deemed to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation.

Unaudited interim financial information—The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. In the opinion of management, all adjustments (including normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results and cash flows for the three and ~~six~~nine months ended ~~June~~September 30, 2025 are not necessarily indicative of the operating results and cash flows that may be expected for the full year.

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.

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	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net periodic pension benefit	$	21	$	23	$	42	$	47
Other(1)	—		3		754		(5,928)
Total miscellaneous other income (expense)	$	21	$	26	$	796	$	(5,881)

Business Combinations—The Company accounts for businesses it acquires in accordance with Accounting Standards Codification (1“ASC”) In ~~January~~Topic ~~2024~~805, Business Combinations. This methodology requires that assets acquired, liabilities assumed and noncontrolling interests of the ~~Company~~acquiree ~~settled~~be anrecorded, ~~exchange~~with ~~offer~~limited exceptions, at fair value on ~~its~~the ~~$625~~date of acquisition.~~0 million~~ 7Goodwill 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.~~875%~~ ~~Senior~~The ~~Notes~~costs ~~(see~~of ~~Note~~business 9)acquisitions are expensed as incurred. ~~For~~These ~~the~~costs ~~six~~may ~~months~~include ~~ended~~fees ~~June 30~~for accounting, ~~2024~~legal, ~~the~~professional ~~Company~~consulting ~~incurred~~and $5valuation specialists.~~9 million~~ inPurchase ~~third~~price ~~party~~allocations ~~costs~~may ~~related~~be preliminary, and during the measurement period, not to exceed one year from the ~~debt~~date ~~modification~~of acquisition, ~~which~~changes isin ~~included~~assumptions and estimates that result in ~~other~~adjustments to the fair value of assets acquired and liabilities assumed are recorded in the ~~table~~period ~~above~~the adjustments are determined.

~~Recently~~Goodwill—The ~~adopted~~Company's ~~and~~goodwill ~~issued~~balance ~~accounting~~resulted ~~pronouncements—In~~from ~~November~~the ~~2023,~~acquisition of the ~~Financial~~Hearthstone ~~Accounting~~Venture ~~Standards~~in ~~Board~~July ~~(“FASB”)~~2025. ~~issued~~In ~~Accounting~~accordance ~~Standards~~with ~~Update~~ASC ~~(“ASU”)~~350, ~~2023~~Intangibles-07Goodwill and Other, ~~Segment~~the ~~Reporting~~Company ~~(Topic~~will ~~280):~~evaluate ~~Improvements~~goodwill tofor ~~Reportable~~potential ~~Segment~~impairment ~~Disclosures,~~on ~~which~~at ~~primarily~~least ~~requires~~an ~~expanded~~annual ~~disclosure~~basis. ofThe ~~significant~~Company ~~segment~~has ~~expenses~~the ~~and~~option ~~other~~to ~~segment~~perform ~~items~~a onqualitative anor ~~interim~~quantitative ~~and~~assessment ~~annual~~to ~~basis~~determine whether the fair value of the reporting unit exceeds its carrying value. ~~The~~Qualitative ~~standard~~factors ismay ~~effective~~include, ~~for~~but ~~fiscal~~are ~~years~~not ~~beginning~~limited ~~after~~to, ~~December~~economic 15conditions, ~~2023~~industry and market considerations, cost factors, overall financial performance of the reporting unit and ~~interim~~other ~~periods~~entity ~~within~~and ~~fiscal~~reporting ~~years~~unit ~~beginning~~specific ~~after~~events. ~~December~~If ~~15,~~a ~~2024~~quantitative assessment is performed, ~~with~~the ~~early~~fair ~~adoption~~value ~~permitted.~~estimate ~~The~~may ~~Company~~be ~~has~~derived ~~adopted~~through ~~this~~various ~~standard~~valuation ~~for~~methods, including the ~~current~~use ~~year~~of ~~interim~~discounted ~~condensed~~expected ~~consolidated~~future ~~financial~~cash ~~statements~~flows. ~~and~~The ~~has~~annual ~~applied~~goodwill ~~this~~impairment ~~standard~~test ~~retrospectively~~will ~~for~~be ~~all~~performed ~~prior~~each ~~periods~~fourth ~~presented~~quarter or more frequently if events or changes in ~~the~~circumstances ~~Company’s~~indicate ~~condensed~~that ~~consolidated~~the ~~financial~~carrying ~~statements~~value ~~(see~~may ~~Note~~not ~~13)~~be recoverable.

Miscellaneous other income (expense)—Miscellaneous other income (expense) consisted of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net periodic pension benefit	$	8	$	24	$	50	$	71
Other(1)	—		—		754		(5,928)

Total miscellaneous other income (expense)	$	8	$	24	$	804	$	(5,857)

(1) In January 2024, the Company settled an exchange offer on its $625.0 million 7.875% Senior Notes (see Note 10). For the nine months ended September 30, 2024, the Company incurred $5.9 million in third party costs related to the debt modification, which is included in other in the table above.

Recently adopted and issued accounting pronouncements—In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which primarily requires expanded disclosure of significant segment expenses and other segment items on an interim and annual basis. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has adopted this standard for the current year interim condensed consolidated financial statements and has applied this standard retrospectively for all prior periods presented in the Company’s condensed consolidated financial statements (see Note 14).

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which primarily requires expanded disclosures for income taxes paid and the effective tax rate reconciliation. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retrospective basis. The Company is currently evaluating the effect of this update on the Company’s financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which primarily requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements on an interim and annual basis. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted and can be applied on either a prospective or retrospective basis. The Company is currently evaluating the effect of this update on the Company’s financial statement disclosures.

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3. ~~REVENUES~~ACQUISITIONS

	Three Months Ended June 30, 2025										Six Months Ended June 30, 2025
	Valencia		San Francisco		Great Park(1)		Unallocated		Total		Valencia		San Francisco		Great Park(1)		Unallocated		Total
Land sales and land sales—related party	$	(16)	$	—	$	—	$	—	$	(16)	$	82	$	—	$	—	$	—	$	82
Management services—related party	—		—		6,959		—		6,959		—		—		19,510		—		19,510
Operating properties	101		—		—		—		101		186		—		—		—		186
	85		—		6,959		—		7,044		268		—		19,510		—		19,778
Operating properties leasing revenues	257		172		—		—		429		506		346		—		—		852
	$	342	$	172	$	6,959	$	—	$	7,473	$	774	$	346	$	19,510	$	—	$	20,630

On July 31, 2025 (the “Acquisition Date”), the Company acquired substantially all of the assets associated with the residential asset and investment 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 a more active manager of capital solutions for the homebuilding industry through investment fund structures.

	Three Months Ended June 30, 2024										Six Months Ended June 30, 2024
	Valencia		San Francisco		Great Park(1)		Unallocated		Total		Valencia		San Francisco		Great Park(1)		Unallocated		Total
Land sales and land sales—related party	$	310	$	—	$	—	$	—	$	310	$	842	$	—	$	—	$	—	$	842
Management services—related party	—		—		50,151		128		50,279		—		—		58,764		241		59,005
Operating properties	168		—		—		—		168		243		—		—		—		243
	478		—		50,151		128		50,757		1,085		—		58,764		241		60,090
Operating properties leasing revenues	267		168		—		—		435		701		336		—		—		1,037
	$	745	$	168	$	50,151	$	128	$	51,192	$	1,786	$	336	$	58,764	$	241	$	61,127

The acquisition was accounted for as a business combination under ASC Topic 805, Business Combinations (“ASC 805”).

~~(1)~~ The ~~tables~~following ~~above~~table dosummarizes ~~not~~the ~~include~~preliminary ~~revenues~~amounts ofrecognized for the ~~Great~~assets ~~Park Venture~~acquired, ~~which~~liabilities ~~are~~assumed ~~included~~and innoncontrolling interests of the ~~Company’s~~Hearthstone ~~reporting~~Venture ~~segment~~and ~~totals~~resulting ~~(see~~goodwill ~~Notes~~as 4of ~~and~~the ~~13).~~Acquisition Date (in thousands):

The opening and closing balances of the Company’s contract assets for the six months ended June 30, 2025 were $101.8 million ($100.8 million related party, see Note 8) and $83.4 million ($82.6 million related party, see Note 8), respectively. The net decrease of $18.4 million for the six months ended June 30, 2025 between the opening and closing balances of the Company’s contract assets primarily resulted from the receipt of $30.4 million in incentive compensation payments from the Great Park Venture and the receipt of marketing fees from homebuilders from prior period land sales partially offset by additional incentive compensation revenue recognized during the period that resulted from changes in the estimated constrained transaction price of the Company’s amended and restated development management agreement (“A&R DMA”) with the Great Park Venture (see Note 8).


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

~~The~~A ~~opening~~third-party ~~and~~valuation ~~closing~~specialist ~~balances~~assisted of the Company’s ~~contract~~in ~~assets~~estimating ~~for~~ the ~~six~~fair ~~months~~values ~~ended~~of ~~June 30~~the assets acquired, ~~2024~~liabilities ~~were~~assumed ~~$72.1~~and ~~million~~noncontrolling ~~($69.1~~interests ~~million~~in ~~related~~the ~~party,~~Hearthstone ~~see~~Venture. ~~Note~~The 8)identifiable ~~and~~intangible ~~$108.8~~assets ~~million~~acquired ~~($106.9~~include ~~million~~investor ~~related~~relationships ~~party,~~and ~~see~~joint ~~Note~~venture 8)projects, ~~respectively.~~which ~~The~~were ~~net~~preliminarily ~~increase~~valued ofat $~~36.~~7 .3 million ~~for~~and ~~the six months ended June~~$6.4 30million, ~~2024~~respectively. ~~between~~The ~~the~~fair ~~opening~~values ~~and closing balances~~ of ~~the~~these ~~Company’s~~intangible ~~contract~~ assets ~~primarily~~were ~~resulted~~determined ~~from~~using ~~additional~~income-based ~~incentive~~valuation ~~compensation~~approaches, ~~revenue~~specifically ~~recognized during~~ the multi-period ~~that~~excess ~~resulted~~earnings ~~from~~method. ~~changes~~The ininvestor ~~the~~relationships ~~estimated~~intangible ~~constrained~~asset ~~transaction~~was ~~price~~valued ofbased ~~the~~on ~~Company’s~~projected ~~A&R~~revenue ~~DMA~~growth ~~with~~and ~~the~~estimated ~~Great~~attrition ~~Park~~rates ~~Venture~~of ~~(see~~existing ~~Note~~investors, 8)while ~~partially~~the ~~offset~~joint byventure ~~the~~projects ~~receipt~~intangible ofasset ~~marketing~~was ~~fees~~valued ~~from~~based ~~homebuilders~~on ~~from~~projected ~~prior~~net ~~period~~revenue ~~land~~from ~~sales~~existing ~~and~~joint ~~the~~venture ~~receipt~~contracts. ofThe ~~$14.3 million~~estimated inremaining ~~incentive~~useful ~~compensation~~lives ~~payments~~of ~~from~~both ~~the~~intangible ~~Great~~assets ~~Park~~are ~~Venture~~seven years.

The ~~opening~~fair ~~and~~value ~~closing~~of ~~balances~~the ofnoncontrolling interests (see Note 6) was based on the stated unit values, which the Company’s ~~other~~determined ~~receivables~~approximated ~~from~~fair ~~contracts~~value ~~with~~and ~~customers~~discounted cash flow analyses. These fair value measurements are based on significant inputs that are not observable in the market and ~~contract~~thus ~~liabilities~~represent ~~for~~a fair value measurement categorized within Level 3 of the ~~six~~fair ~~months~~value ~~ended~~hierarchy. ~~June 30,~~Key ~~2025~~assumptions ~~and~~include ~~2024~~discount ~~were~~rates ~~insignificant~~consistent with expected returns on comparable private real estate funds ranging from 15% to 20%.

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 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 September 30, 2025, the carrying value of goodwill was $69.8 million.

During the three and nine months ended September 30, 2025, the Company incurred $2.0 million in acquisition costs. The acquisition costs are included in selling, general, and administrative expenses on the accompanying condensed consolidated statement of operations.

Revenues and earnings of the Hearthstone Venture included in the Company’s condensed consolidated statements of operations from the Acquisition Date through September 30, 2025, were $3.4 million and $0.8 million, respectively.

Unaudited Pro Forma

The following table presents the Company’s unaudited pro forma consolidated revenues and net income for the three and nine months ended September 30, 2025 and 2024 as if the Hearthstone Venture acquisition had occurred on January 1, 2024 (in thousands):

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4. INVESTMENT IN UNCONSOLIDATED ENTITIES


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenues	$	15,036	$	20,326	$	44,942	$	89,804
Net income	57,788		12,605		129,035		56,766

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.

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4. REVENUES

The following tables present the Company’s consolidated revenues disaggregated by revenue source and reporting segment (in thousands):


	Three Months Ended September 30, 2025										Nine Months Ended September 30, 2025
	Valencia		San Francisco		Great Park(1)		Hearthstone(2)		Total		Valencia		San Francisco		Great Park(1)		Hearthstone(2)		Total
Land sales and land sales—related party	$	(12)	$	—	$	—	$	—	$	(12)	$	70	$	—	$	—	$	—	$	70
Management services—related party	—		—		9,432		3,394		12,826		—		—		28,942		3,394		32,336
Operating properties	145		—		—		—		145		331		—		—		—		331
	133		—		9,432		3,394		12,959		401		—		28,942		3,394		32,737
Operating properties leasing revenues	353		176		—		—		529		859		522		—		—		1,381
	$	486	$	176	$	9,432	$	3,394	$	13,488	$	1,260	$	522	$	28,942	$	3,394	$	34,118


	Three Months Ended September 30, 2024										Nine Months Ended September 30, 2024
	Valencia		San Francisco		Great Park(1)		Unallocated		Total		Valencia		San Francisco		Great Park(1)		Unallocated		Total
Land sales and land sales—related party	$	372	$	—	$	—	$	—	$	372	$	1,214	$	—	$	—	$	—	$	1,214
Management services—related party	—		—		15,915		115		16,030		—		—		74,679		356		75,035
Operating properties	128		—		—		—		128		371		—		—		—		371
	500		—		15,915		115		16,530		1,585		—		74,679		356		76,620
Operating properties leasing revenues	312		171		—		—		483		1,013		507		—		—		1,520
	$	812	$	171	$	15,915	$	115	$	17,013	$	2,598	$	507	$	74,679	$	356	$	78,140

(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 14).

(2) Hearthstone revenues are for the period from the Acquisition Date through September 30, 2025.

The opening and closing balances of the Company’s contract assets for the nine months ended September 30, 2025 were $101.8 million ($100.8 million related party, see Note 9) and $76.2 million ($75.5 million related party, see Note 9), respectively. The net decrease of $25.6 million for the nine months ended September 30, 2025 between the opening and closing balances of the Company’s contract assets primarily resulted from the receipt of $52.3 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 Company’s amended and restated development management agreement (“A&R DMA”) with the Great Park Venture (see Note 9) and (ii) $8.9 million primarily recognized as part of the Hearthstone Venture’s acquisition (see Note 3).

The opening and closing balances of the Company’s contract assets for the nine months ended September 30, 2024 were $72.1 million ($69.1 million related party, see Note 9) and $110.0 million ($108.8 million related party, see Note 9), respectively. The net increase of $37.9 million for the nine months ended September 30, 2024 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 Company’s A&R DMA with the Great Park Venture (see Note 9) partially offset by the receipt of marketing fees from homebuilders from prior period land sales and the receipt of $25.1 million in incentive compensation payments from the Great Park Venture.

The opening and closing balances of the Company’s other receivables from contracts with customers and contract liabilities for the nine months ended September 30, 2025 and 2024 were insignificant.

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5. INVESTMENT IN UNCONSOLIDATED ENTITIES

Great Park Venture

The Operating Company owned 37.5% of the Great Park Venture’s Percentage Interests as of ~~June~~September 30, 2025. During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Great Park Venture made aggregate distributions of $~~300~~517.93 million and $~~126~~229.29 million, respectively, to holders of Percentage Interests, of which the Company received $~~112~~194.90 million and $4786.32 million, respectively, 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 land at 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 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 ~~six~~nine months ended ~~June~~September 30, 2025, the Great Park Venture recognized no land sale revenues to related parties of the Company and $~~357~~630.67 million in land sale revenues to third parties, of which $~~138~~224.49 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 ~~six~~nine months ended ~~June~~September 30, 2024, the Great Park Venture recognized $1619.68 million in land sale revenues to related parties of the Company and $~~215~~273.57 million in land sale revenues to third parties.

The following table summarizes the statements of operations of the Great Park Venture for the nine months ended September 30, 2025 and 2024 (in thousands):

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024
Land sale and related party land sale revenues	$	~~357~~630,~~645~~717	$	~~232~~293,~~081~~593
Cost of land sales	(86151,~~238~~121)		(5867,~~974~~062)
Other costs and expenses	(1623,~~750~~305)		(7595,~~046~~068)
Net income of Great Park Venture	$	~~254~~456,~~657~~291	$	98131,~~061~~463
The Company’s share of net income	$	95171,~~496~~109	$	3649,~~773~~299
Basis difference amortization, net	(714,~~950~~015)		(34,~~643~~081)
Equity in earnings from Great Park Venture	$	87157,~~546~~094	$	3345,~~130~~218

11The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of September 30, 2025 and December 31, 2024 (in thousands):


	September 30, 2025		December 31, 2024
Inventories	$	187,606	$	274,738
Cash and cash equivalents	47,812		118,256
Contract assets, receivables and other assets, net	166,566		169,604
Total assets	$	401,984	$	562,598
Accounts payable and other liabilities	$	182,681	$	282,277


Capital (Percentage Interest)	219,303		280,321
Total liabilities and capital	$	401,984	$	562,598
The Company’s share of capital in Great Park Venture	$	82,238	$	105,121
Unamortized basis difference	32,511		46,526
The Company’s investment in the Great Park Venture	$	114,749	$	151,647

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The following table summarizes the balance sheet data of the Great Park Venture and the Company’s investment balance as of June 30, 2025 and December 31, 2024 (in thousands):

	June 30, 2025		December 31, 2024
Inventories	$	225,062	$	274,738
Cash and cash equivalents	168,165		118,256
Contract assets, receivables and other assets, net	70,067		169,604
Total assets	$	463,294	$	562,598
Accounts payable and other liabilities	$	229,255	$	282,277
Capital (Percentage Interest)	234,039		280,321
Total liabilities and capital	$	463,294	$	562,598
The Company’s share of capital in Great Park Venture	$	87,765	$	105,121
Unamortized basis difference	38,576		46,526
The Company’s investment in the Great Park Venture	$	126,341	$	151,647

Gateway Commercial Venture

The Company owned a 75% interest in the Gateway Commercial Venture as of ~~June~~September 30, 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.

The Company and a subsidiary of Lennar separately leased portions of the building that were under the ownership of the Gateway Commercial Venture, and during the ~~six~~nine months ended ~~June~~September 30, 2024, the Gateway Commercial Venture recognized $47.80 million in rental revenues from those leasing arrangements.

The following table summarizes the statements of operations of the Gateway Commercial Venture for the nine months ended September 30, 2025 and 2024 (in thousands):

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024
Rental revenues	$	—	$	47,~~773~~002
Rental operating and other expenses	(~~288~~291)		(12,~~787~~735)
Depreciation and amortization	—		(23,~~008~~011)
Interest income	1,~~104~~661		—
Interest expense	—		(12,~~384~~078)
Net income (loss) of Gateway Commercial Venture	$	~~816~~1,370	$	(~~406~~822)
Equity in earnings (loss) from Gateway Commercial Venture	$	~~613~~1,028	$	(~~305~~617)

The following table summarizes the balance sheet data of the Gateway Commercial Venture and the Company’s investment balance as of September 30, 2025 and December 31, 2024 (in thousands):


	September 30, 2025		December 31, 2024

Cash	$	1,622	$	257
Note receivable and other assets	43,681		43,667
Total assets	$	45,303	$	43,924

Other liabilities	$	9	$	—
Members’ capital	45,294		43,924
Total liabilities and capital	$	45,303	$	43,924
The Company’s investment in the Gateway Commercial Venture	$	33,971	$	32,943

Hearthstone Funds

The Hearthstone Venture has interests in individual funds (the “Hearthstone Funds”) that primarily invest in land acquisition and development opportunities through land option programs with homebuilders. 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’s interest in an individual fund is generally between 1% and 3%. 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.

At September 30, 2025, the Hearthstone Venture’s investments in the Hearthstone Funds were $19.7 million, and it recognized $0.2 million in equity in earnings for the nine months ended September 30, 2025.

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	June 30, 2025		December 31, 2024
Cash	$	1,169	$	257
Note receivable and other assets	43,681		43,667
Total assets	$	44,850	$	43,924
Other liabilities	$	110	$	—
Members’ capital	44,740		43,924
Total liabilities and capital	$	44,850	$	43,924
The Company’s investment in the Gateway Commercial Venture	$	33,556	$	32,943

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.

~~Valencia~~6. NONCONTROLLING ~~Landbank Venture~~INTERESTS

As of June 30, 2025, the Company owned a 10% interest in the Valencia Landbank Venture, an entity organized in December 2020 for the purpose of taking assignment from homebuilders of purchase and sale agreements for the purchase of residential lots within the Valencia community. The Valencia Landbank Venture concurrently enters into option and development agreements with homebuilders pursuant to which the homebuilders retain the option to purchase the land to construct and sell homes. The Company does not have a controlling financial interest in the Valencia Landbank Venture, however, the Company has the ability to significantly influence the Valencia Landbank Venture’s operating and financial policies, and most major decisions require the Company’s approval in addition to the approval of the Valencia Landbank Venture’s other unaffiliated member, and therefore the Company accounts for its investment in the Valencia Landbank Venture using the equity method.

At June 30, 2025 and December 31, 2024, the Company’s investment in the Valencia Landbank Venture was $0.5 million and $0.7 million, respectively, and the Company recognized $0.4 million and $0.3 million in equity in earnings for the six months ended June 30, 2025 and 2024, respectively.

5. NONCONTROLLING INTERESTS

The Operating Company

The Holding Company’s wholly owned subsidiary is the managing general partner of the Operating Company, and at ~~June~~September 30, 2025, the Holding Company and its wholly owned subsidiary owned approximately 62.8% of the outstanding Class A Common Units and 100% of the outstanding Class B Common Units of the Operating Company. The Holding Company consolidates the financial results of the Operating Company and its subsidiaries and records a noncontrolling interest for the remaining 37.2% of the outstanding Class A Common Units of the Operating Company that are owned separately by affiliates of Lennar, GFFP, which in October 2024 acquired all of the interests previously owned by affiliates of Castlelake, L.P. (“Castlelake”), and an entity controlled by Emile Haddad, the Company’s Chairman Emeritus of the Board of Directors (the “Management Partner”).

After a 12 month holding period, holders of Class A Common Units of the Operating Company may exchange their units for, at the Company’s option, either (i) Class A common shares on a one-for-one basis (subject to adjustment in the event of share splits, distributions of shares, warrants or share rights, specified extraordinary distributions and similar events), or (ii) cash in an amount equal to the market value of such shares at the time of exchange. In either situation, an equal number of that holder’s Class B common shares will automatically convert into Class A common shares, at a ratio of 0.0003 Class A common shares for each Class B common share. Other than GFFP, which is subject to the 12 month holding period, this exchange right is currently exercisable by all holders of outstanding Class A Common Units of the Operating Company.

With each exchange of Class A Common Units of the Operating Company for Class A common shares, the Holding Company’s percentage ownership interest in the Operating Company and its share of the Operating Company’s cash distributions and profits and losses will increase. Additionally, other issuances of common shares of the Holding Company or common units of the Operating Company result in changes to the noncontrolling interest percentage. Such equity transactions result in an adjustment between members’ capital and the noncontrolling interest in the Company’s condensed consolidated balance sheet and statement of capital to account for the changes in the noncontrolling interest ownership percentage as well as any change in total net assets of the Company.

During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Holding Company’s ownership interest in the Operating Company changed as a result of net equity transactions related to the Company’s share-based compensation plan.

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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.

~~There~~Tax ~~were no tax~~ distributions to the partners of the Operating Company for the three and ~~six~~nine months ended ~~June~~September 30, 2025 orand 2024., were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Management Partner	$	448	$	221	$	448	$	221
Other partners (excluding the Holding Company)	2,653		1,378		2,653		1,378
Total tax distributions	$	3,101	$	1,599	$	3,101	$	1,599

Generally, tax distributions are treated as advance distributions under the LPA and are taken into account when determining the amounts otherwise distributable under the LPA.

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 dilution provisions of the LPA and were canceled.

The San Francisco Venture

The San Francisco Venture has three classes of units—Class A, Class B and Class C units. The Operating Company owns all of the outstanding Class B units of the San Francisco Venture. All of the outstanding Class A units are owned by Lennar and GFFP, which in October 2024 acquired all of the interests previously owned by Castlelake. The Class A units of the San Francisco Venture are intended to be substantially economically equivalent to the Class A Common Units of the Operating Company. The Class A units of the San Francisco Venture represent noncontrolling interests to the Operating Company.

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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 Class A units of the San Francisco Venture is calculated by including the period that such Class A units of the San Francisco Venture were owned. Other than GFFP, which is subject to the 12 month holding period, this exchange right is currently exercisable by all holders of outstanding Class A units of the San Francisco Venture.

Redeemable Noncontrolling Interest (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 ~~June~~September 30, 2025 and December 31, 2024, $25.0 million of Class C units were outstanding and included in redeemable noncontrolling ~~interest~~interests on the condensed consolidated balance sheets.

~~6. CONSOLIDATED~~Redeemable ~~VARIABLE~~Noncontrolling ~~INTEREST~~Interest ~~ENTITY~~(Hearthstone Venture)

~~The~~Interests ~~Holding~~in ~~Company~~the ~~conducts~~Hearthstone ~~all~~Venture include Class A Units and Class B Units of ~~its~~HRH. ~~operations~~The ~~through~~Class ~~the~~A ~~Operating~~Units ~~Company,~~represent acommon ~~consolidated~~equity ~~VIE,~~interests that participate in profits and aslosses proportionately, while the Class B Units represent a ~~result,~~separate ~~substantially~~class ~~all~~of nonvoting preferred interests. The Class B Units have a stated value of ~~the~~$1,000 ~~Company’s~~per ~~assets~~unit and ~~liabilities~~accrue ~~represent~~a ~~the~~preferred ~~assets~~return ~~and~~at ~~liabilities~~a ofrate ~~the~~equal ~~Operating~~to ~~Company~~10% per annum or less, ~~other~~as ~~than~~defined ~~items~~in ~~attributed~~HRH’s operating agreement. The Class B interests are entitled to ~~income~~receive ~~taxes~~distributions of unpaid preferred return and ~~the~~capital ~~payable~~prior ~~pursuant~~to any distributions to athe ~~tax~~Class ~~receivable~~A ~~agreement~~Unit ~~(“TRA”)~~members. ~~The~~At ~~Operating~~September 30, ~~Company~~2025, ~~has~~the ~~investments~~Company inheld ~~and~~75% ~~consolidates~~of the ~~assets~~outstanding Class A Units and ~~liabilities~~other members of ~~the~~HRH ~~San~~held ~~Francisco~~25% ~~Venture,~~of FPthe LPoutstanding Class A Units and ~~FPL~~10,472 ~~all~~Class B Units representing 100% of ~~which~~the ~~have~~outstanding ~~also~~Class ~~been~~B ~~determined~~Units. In the event HRH calls capital, the portion attributable to the Class A Units held by the other members will be ~~VIEs.~~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.

14The 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 condensed 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 investment 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 condensed consolidated balance sheets.

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The carrying amount of the Hearthstone Venture redeemable noncontrolling interests as of July 31, 2025, the Acquisition Date, and September 30, 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	162		188		—		350
Class B Unit conversions	1,600		(1,600)		—		—
Distributions and redemptions	—		—		(65)		(65)
BALANCE - September 30, 2025	$	20,950	$	10,660	$	12,917	$	44,527

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 attributed to income taxes and the payable pursuant to a tax receivable agreement (“TRA”). The Operating Company has investments in and consolidates the assets and liabilities of the San Francisco Venture, FP LP, FPL 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 ~~June~~September 30, 2025, the San Francisco Venture had total combined assets of $1.4647 billion, primarily comprised of $1.4547 billion of inventories and $0.9 million in related party assets, and total combined liabilities of $7470.52 million, including $6364.41 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 56).

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 ~~June~~September 30, 2025, FP LP and FPL had total combined assets of $1.1 billion, primarily comprised of $~~946~~979.56 million of inventories, $76.35 million of intangibles and $8266.6 million in related party assets, and total combined liabilities of $6260.75 million, including $6159.96 million in accounts payable and other liabilities and $0.8 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. 17

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 six months ended June 30, 2025 and 2024, there were no VIEs that were deconsolidated.

7. INTANGIBLE ASSET, NET—RELATED PARTY

The intangible asset relates to the contract value of the incentive compensation provisions of the A&R DMA with the Great Park Venture. The intangible asset will be amortized over the contract period based on the pattern in which the economic benefits are expected to be received.

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	June 30, 2025		December 31, 2024
Gross carrying amount	$	129,705	$	129,705
Accumulated amortization	(122,375)		(120,668)
Net book value	$	7,330	$	9,037

As of December 31, 2024, FP LP and FPL had total 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.

~~Intangible~~The ~~asset~~Hearthstone ~~amortization~~Professional ~~expense~~Entities are VIEs, as athe ~~result~~other members of ~~revenue~~such ~~recognition~~entities, ~~attributable~~either toindividually ~~incentive~~or ~~compensation,~~as ~~was~~a ~~$0.5~~group, ~~million~~are ~~and~~not ~~$1.7~~able ~~million~~to ~~for~~exercise ~~the~~kick-out ~~three~~rights and ~~six~~do ~~months~~not ~~ended~~hold ~~June 30,~~substantive ~~2025,~~participating ~~respectively, and $9~~rights.5 ~~million~~HRH ~~and~~is ~~$11.5~~the ~~million~~primary ~~for~~beneficiary of the ~~three~~Hearthstone ~~and~~Professional ~~six~~Entities, ~~months~~and ~~ended~~as ~~June~~of September 30, ~~2024~~2025, ~~respectively.~~the ~~Amortization~~total ~~expense~~combined isassets ~~included~~of in the ~~cost~~Hearthstone ofProfessional ~~management~~Entities ~~services~~were in$30.8 ~~the~~million, ~~accompanying~~primarily ~~condensed~~comprised ~~consolidated~~of ~~statements~~investments ofin ~~operations~~the ~~and~~Hearthstone isFunds, ~~included~~and intotal ~~the~~combined ~~Great~~liabilities ~~Park~~were ~~segment~~$0.3 million.

8The 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. ~~RELATED~~ ~~PARTY~~During ~~TRANSACTIONS~~the nine months ended September 30, 2025 and 2024, there were no VIEs that were deconsolidated.

	June 30, 2025		December 31, 2024
Related Party Assets:
Contract assets (see Note 3)	$	82,603	$	100,793
Other	870		877
	$	83,473	$	101,670
Related Party Liabilities:
Reimbursement obligation	$	63,397	$	62,057
Accrued advisory fees	—		125
Other	1,115		1,115
	$	64,512	$	63,297

8. 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 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 September 30, 2025 and December 31, 2024 were as follows (in thousands):


	September 30, 2025						December 31, 2024
	Gross carrying amount		Accumulated amortization		Net book value		Gross carrying amount		Accumulated amortization		Net book value
Hearthstone Intangible Assets	$	13,672	$	(326)	$	13,346	$	—	$	—	$	—
Great Park A&R DMA Incentive Compensation	129,705		(123,188)		6,517		129,705		(120,668)		9,037
	$	143,377	$	(123,514)	$	19,863	$	129,705	$	(120,668)	$	9,037

Intangible asset amortization expense, as a result of revenue recognition attributable to incentive compensation, was $0.8 million and $2.5 million for the three and nine months ended September 30, 2025, respectively, and $2.2 million and $13.7 million for the three and nine months ended September 30, 2024, respectively. Amortization expense is included in the cost of management services in the accompanying condensed consolidated statements of operations and is included in the Great Park segment.

Intangible asset amortization expense for the Hearthstone Venture intangible assets was $0.3 million for the three and nine months ended September 30, 2025. Amortization expense is included in the cost of management services in the accompanying condensed consolidated statements of operations and is included in the Hearthstone segment.

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9. RELATED PARTY TRANSACTIONS

Related party assets and liabilities included in the Company’s condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 consisted of the following (in thousands):


	September 30, 2025		December 31, 2024
Related Party Assets:
Contract assets (see Note 4)	$	75,478	$	100,793

Other	2,716		877
	$	78,194	$	101,670
Related Party Liabilities:
Reimbursement obligation	$	64,066	$	62,057



Accrued advisory fees	—		125
Other	1,278		1,115
	$	65,344	$	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. 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 Interest Holders. 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”). 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 was renewed through December 31, 2026 (the “Second Renewal Term”). If the A&R DMA is not extended by mutual agreement of the parties beyond December 31, 2026 and the Company is no longer providing management services subsequent to December 31, 2026, the Company will be entitled to 6.75% of distributions paid thereafter.

During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Great Park Venture made incentive compensation payments of $3052.43 million and $1223.82 million, respectively, to the Company. Additionally, during the ~~six~~nine months ended ~~June~~September 30, 2024, the Company received $1.58 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.

At ~~June~~September 30, 2025 and December 31, 2024, included in contract assets in the table above is $8165.57 million and $99.2 million, respectively, attributed to incentive compensation revenue recognized but not yet due (see Note 34). Management fee revenues under the A&R DMA are included in management services—related party in the accompanying condensed consolidated statements of operations and are included in the Great Park segment. Management fee revenues under the A&R DMA were $79.04 million and $1928.59 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, and $5015.29 million and $5874.87 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively.

16Operating Agreements with Hearthstone Funds (Performance Fee Contract Asset)

The Hearthstone Venture manages the operations and investments 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. At September 30, 2025, included in contract assets in the table above is $8.9 million attributed to performance fee revenue recognized but not yet due (see Note 3).

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910. NOTES PAYABLE, NET

At September 30, 2025 and December 31, 2024, notes payable, net consisted of the following (in thousands):

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
10.500% initial rate New Senior Notes due 2028	$	523,494	$	523,494
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		1,500
Unamortized premium	~~4,054~~—		2,591
Unamortized debt issuance costs	(16,~~586~~967)		(1,848)
	$	~~527~~444,~~462~~533	$	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 ~~at June 30~~, ~~2025,~~ which ~~include~~included the 10.500% initial rate senior notes due January 2028 (“~~New~~2028 ~~Senior~~ Notes”) and the unexchanged portion of the 7.875% senior notes due November 2025 ~~(the “Senior Notes due 2025”)~~.

~~The~~On ~~New~~September ~~Senior~~25, ~~Notes~~2025, ~~accrue~~the ~~interest~~Issuers atoffered, asold ~~rate~~and issued $450.0 million aggregate principal amount of 108.~~500~~000% ~~per~~unsecured ~~annum~~senior ~~to,~~notes ~~but~~due ~~not~~October ~~including~~1, ~~November~~2030 ~~15,~~(the ~~2025,~~“2030 11Notes”).~~000%~~ ~~per~~Net ~~annum~~proceeds from ~~and~~the ~~including~~offering, ~~November~~after ~~15,~~underwriting ~~2025~~fees toand offering expenses, ~~but~~were ~~not~~$444.0 million. ~~including,~~The ~~November~~Company ~~15,~~incurred ~~2026,~~an ~~and~~additional 12$1.~~000%~~0 million ~~per~~in ~~annum~~third ~~from~~party transaction and ~~including~~advisory ~~November~~costs ~~15,~~in ~~2026~~connection towith the offering, ~~but~~resulting ~~not~~in ~~including,~~aggregate ~~January~~debt ~~15,~~issuance ~~2028~~costs of $7.0 million. The 2030 Notes accrue interest at a rate of 8.000% per annum. Interest on the ~~New~~2030 ~~Senior~~ Notes is payable semi-annually onin ~~each~~arrears ~~May~~on 15April 1 and ~~November~~October 151, commencing April 1, 2026. The ~~New~~2030 ~~Senior~~ Notes are guaranteed, jointly and severally, by certain direct and indirect subsidiaries of the Operating Company and are redeemable at the option of the Issuers, in whole or in part, at a declining call premium as set forth in the indenture governing the ~~New~~2030 ~~Senior~~ 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.

Revolving Credit Facility

The Operating Company ~~has~~had a $125.0 million unsecured revolving credit facility, with $100.0 million of the commitments ~~under the revolving credit facility~~ maturing in July 2027 and the remaining $25.0 million commitment maturing in April 2026. Any borrowings under the revolving credit agreement ~~will~~were to bear interest at CME Term Secured Overnight Financing Rate 1 Month increased by 0.10% plus a margin of either 2.25% or 2.50% based on the Company’s leverage ratio. The revolving credit facility includes an accordion feature that allows the Operating Company to increase the maximum aggregate commitments up to $150.0 million, subject to certain conditions, including the receipt of commitments from the lenders. As of ~~June~~September 30, 2025, no borrowings or letters of credit were outstanding on the Operating Company’s revolving credit facility.

10On October 21, 2025, the Operating Company entered into the second amendment to its amended and restated credit agreement for its unsecured revolving credit facility, which, among other things, extended the maturity date as well as increased the total borrowing capacity. ~~TAX~~ ~~RECEIVABLE~~The ~~AGREEMENT~~maturity date has been extended to July 2029, with one option to extend the maturity date by an additional year, subject to the satisfaction of certain conditions, including the approval of the administrative agent and lenders, and the total borrowing capacity has been increased from $125.0 million to $217.5 million. Any borrowings under the amended 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 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”)11. TAX AtRECEIVABLE ~~June 30,~~AGREEMENT 2025 and December 31, 2024, the Company’s condensed consolidated balance sheets included liabilities of $173.8 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. No TRA payments were made during the six months ended June 30, 2025 or 2024.

11The 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”). ~~COMMITMENTS~~ ~~AND~~At ~~CONTINGENCIES~~September 30, 2025 and December 31, 2024, the Company’s condensed consolidated balance sheets included liabilities of $173.8 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. No TRA payments were made during the nine months ended September 30, 2025 or 2024.

	June 30, 2025		December 31, 2024
Operating lease right-of-use assets	$	11,554	$	12,973
Operating lease liabilities	$	9,889	$	10,980

In addition to operating lease payment guarantees, the Holding Company had other contractual payment guarantees as of June 30, 2025 totaling $6.4 million.

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12. 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 payment by or performance of the Operating Company or its subsidiaries. The Company has operating leases for its corporate office and other facilities and the Holding Company is a guarantor to some of these lease agreements. 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 condensed consolidated balance sheets and were as follows as of September 30, 2025 and December 31, 2024 (in thousands):


	September 30, 2025		December 31, 2024
Operating lease right-of-use assets	$	11,842	$	12,973
Operating lease liabilities	$	10,330	$	10,980

In addition to operating lease payment guarantees, the Holding Company had other contractual payment guarantees as of September 30, 2025 totaling $4.8 million.

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 $~~390~~361.82 million and $375.8 million as of ~~June~~September 30, 2025 and December 31, 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.

At each of ~~June~~September 30, 2025 and December 31, 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 $198.3 million.

Hearthstone Residential Holdings, LLC, Contribution and Purchase Agreement

In June 2025, the Company entered into a definitive agreement to acquire a controlling interest in a newly formed entity, Hearthstone Residential Holdings, LLC (the “Hearthstone Venture”), that will include substantially all of the assets associated with the residential asset and investment management business of Hearthstone, Inc., a provider of capital solutions to the U.S. homebuilding industry. At closing, the Company will purchase 75% of the Hearthstone Venture's Class A Units for an aggregate purchase price of $56.25 million (subject to certain customary adjustments), payable in cash and, at the Company’s election, up to $3.0 million worth of the Company’s Class A common shares. The acquisition is subject to customary closing conditions.

Letters of Credit

At each of ~~June~~September 30, 2025 and December 31, 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 each of ~~June~~September 30, 2025 and December 31, 2024, the Company had restricted cash and certificates of deposit of $1.0 million pledged as collateral under certain of the letters of credit agreements.

Legal Proceedings

Hunters Point Litigation

In May 2018, residents of the Bayview Hunters Point neighborhood in San Francisco filed a putative class action in San Francisco Superior Court naming Tetra Tech, Inc. and Tetra Tech EC, Inc., an independent contractor hired by the U.S. Navy to conduct testing and remediation of toxic radiological waste at The San Francisco Shipyard (“Tetra Tech”), Lennar and the Company as defendants (the “Bayview Action”). The plaintiffs allege that, among other things, Tetra Tech fraudulently misrepresented its test results and remediation efforts. The plaintiffs are seeking damages against Tetra Tech and the Company and have requested an injunction to prevent the Company and Lennar from undertaking any development activities at The San Francisco Shipyard. The Company believes that it has meritorious defenses to the allegations in the Bayview Action and may have insurance and indemnification rights against third parties with respect to the claims.

Other

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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 condensed 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 condensed consolidated financial statements.

1813. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information for the nine months ended September 30, 2025 and 2024 was as follows (in thousands):

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	Nine Months Ended September 30,
	2025		2024
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest, all of which was capitalized to inventories	$	47,392	$	26,549
Cash paid for income taxes	$	3,904	$	2,505
Noncash lease expense	$	2,197	$	2,087

NONCASH INVESTING AND FINANCING ACTIVITIES:


Adjustment to liability recognized under TRA	$	425	$	143
Senior Notes due 2025 exchanged for Senior Notes due 2028 (see Note 10)	$	—	$	523,500

Accrued financing costs	$	1,174	$	—

Accrued Hearthstone Venture acquisition consideration	$	162	$	—

12. SUPPLEMENTAL CASH FLOW INFORMATION

	Six Months Ended June 30,
	2025		2024
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest, all of which was capitalized to inventories	$	27,543	$	26,549
Cash paid for income taxes	$	3,873	$	—
Noncash lease expense	$	1,419	$	1,383
NONCASH INVESTING AND FINANCING ACTIVITIES:
Adjustment to liability recognized under TRA	$	425	$	143
Senior Notes due 2025 exchanged for New Senior Notes due 2028 (see Note 9)	$	—	$	523,500

Noncash lease expense is included within the depreciation and amortization adjustment to net income on the Company’s condensed consolidated statements of cash flows.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024 (in thousands):

	June 30, 2025		June 30, 2024
	September 30, 2025		September 30, 2024
Cash and cash equivalents	$	~~456~~351,~~640~~127	$	~~217~~224,~~387~~521
Restricted cash and certificates of deposit	992		992
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	$	~~457~~352,~~632~~119	$	~~218~~225,~~379~~513

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.

1314. SEGMENT REPORTING

The Company’s reportable segments consist of:

• Valencia—includes the community of Valencia being developed in northern Los Angeles County, California. The Valencia segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers. ~~The Company’s investment in the Valencia Landbank Venture is also reported in the Valencia segment.~~

• San Francisco—includes the Candlestick and The San Francisco Shipyard communities located on bayfront property in the City of San Francisco, California. The San Francisco segment derives revenues from the sale of residential and commercial land sites to homebuilders, commercial developers and commercial buyers.

• Great Park—includes the 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 ~~June~~September 30, 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.~~

1922

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~~Segment~~commercial ~~operating~~land ~~results~~sites ~~and reconciliations~~ to ~~the~~homebuilders, ~~Company’s~~commercial ~~consolidated~~developers ~~balances~~and ~~for~~commercial ~~the~~buyers ~~three~~ and ~~six~~management ~~months~~services ~~ended~~provided ~~June 30,~~by ~~2025~~the ~~and~~Company ~~2024~~to ~~are~~the asGreat ~~follows~~Park ~~(in~~Venture. ~~thousands):~~

	Three Months Ended June 30, 2025
	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	$	342	$	172	$	79,201	$	79,715	$	(72,242)	$	—	$	—	$	7,473
Less:
Cost of land sales	—		—		16,022		16,022		(16,022)		—		—		—
Management services	—		—		2,330		2,330		—		—		—		2,330
Selling, general, and administrative	3,103		1,215		1,781		6,099		(1,781)		—		11,268		15,586
Management fees-related party	—		—		7,753		7,753		(7,753)		—		—		—
Other segment items(3)	1,541		(2)		(1,709)		(170)		1,709		(16,692)		(3,866)		(19,019)
Segment profit (loss) / Net income (loss)	(4,302)		(1,041)		53,024		47,681		(48,395)		16,692		(7,402)		8,576
Other segment disclosures:
Depreciation and amortization	12		—		475		487		—		—		61		548
Interest income	—		2		1,709		1,711		(1,709)		—		4,965		4,967
Expenditures for long-lived assets, net(4)	38,425		12,374		818		51,617		(818)		—		—		50,799

• Hearthstone—includes the Hearthstone Venture residential asset and investment management platform focused on acquiring, developing, and managing residential land and lot option programs across multiple U.S. markets. The Hearthstone segment derives revenues from management and performance fees earned for providing real estate investment management services to residential land development ventures or funds.

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Segment operating results and reconciliations to the Company’s consolidated balances for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands):


	Three Months Ended September 30, 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	$	486	$	176	$	282,504	$	3,394	$	286,560	$	(273,072)	$	—	$	—	$	13,488
Less:
Cost of land sales	—		—		64,883		—		64,883		(64,883)		—		—		—
Management services	—		—		2,714		2,741		5,455		—		—		—		5,455
Selling, general, and administrative	2,230		1,156		2,532		—		5,918		(2,532)		—		10,908		14,294
Management fees-related party	—		—		6,138		—		6,138		(6,138)		—		—		—
Other segment items(3)	1,623		(3)		(2,115)		(181)		(676)		2,115		(69,548)		6,134		(61,975)
Segment profit (loss) / Net income (loss)	(3,367)		(977)		208,352		834		204,842		(201,634)		69,548		(17,042)		55,714
Other segment disclosures:
Depreciation and amortization	13		—		813		326		1,152		—		—		56		1,208
Interest income	—		3		2,115		7		2,125		(2,115)		—		4,474		4,484


Expenditures for long-lived assets, net(4)	33,174		14,582		26,970		—		74,726		(26,970)		—		—		47,756

(1) Represents the removal of the Great Park Venture operating results, which are included in the Great Park segment operating results at 100% of its historical basis, but are not included in the Company’s consolidated results 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~~see Note 45), the Company’s commercial segment is no longer operating. The Company has reported the equity in earnings from the Company’s investment in the Gateway Commercial Venture within the corporate and unallocated column in the table above.

(2) Corporate and unallocated activity is primarily comprised of corporate general and administrative expenses, interest income, income tax provision of $19.32 million, loss on debt extinguishment and equity in earnings from the Gateway Commercial Venture.

(3) Other segment items for each reportable segment include:

• Valencia—operating properties expenses, pension costs and equity in earnings from ~~the~~unconsolidated ~~Valencia Landbank Venture~~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~~ Hearthstone—interest. ~~For~~income ~~the three months ended June 30, 2025, Valencia’s net expenditures include $1.2 million~~ and ~~Great~~equity ~~Park Venture’s net expenditures include $21.6 million~~ in ~~inventory~~earnings ~~cost~~from ~~reimbursements~~Hearthstone ~~and recoveries received~~Funds.

	Three Months Ended June 30, 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	$	745	$	168	$	189,523	$	190,436	$	(139,372)	$	—	$	128	$	51,192
Less:
Cost of land sales	—		—		29,016		29,016		(29,016)		—		—		—
Management services	—		—		11,315		11,315		—		—		—		11,315
Selling, general, and administrative	2,515		1,294		2,625		6,434		(2,625)		—		8,377		12,186
Management fees-related party	—		—		64,470		64,470		(64,470)		—		—		—
Other segment items(3)	1,612		(17)		(1,671)		(76)		1,671		(15,473)		3,342		(10,536)
Segment profit (loss) / Net income (loss)	(3,382)		(1,109)		83,768		79,277		(44,932)		15,473		(11,591)		38,227
Other segment disclosures:
Depreciation and amortization	—		—		9,462		9,462		—		—		71		9,533
Interest income	—		17		1,671		1,688		(1,671)		—		2,738		2,755
Expenditures for long-lived assets, net(4)	27,856		14,701		(40,067)		2,490		40,067		—		—		42,557

(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 three months ended September 30, 2025, San Francisco’s net expenditures include $0.5 million and Great Park Venture’s net expenditures include $8.7 million in inventory cost reimbursements and recoveries received.


	Three Months Ended September 30, 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	$	812	$	171	$	77,427	$	78,410	$	(61,512)	$	—	$	115	$	17,013
Less:
Cost of land sales	—		—		8,088		8,088		(8,088)		—		—		—
Management services	—		—		4,256		4,256		—		—		—		4,256
Selling, general, and administrative	2,407		1,232		3,144		6,783		(3,144)		—		8,272		11,911
Management fees-related party	—		—		18,790		18,790		(18,790)		—		—		—
Other segment items(3)	996		(19)		(1,912)		(935)		1,912		(12,088)		(378)		(11,489)
Segment profit (loss) / Net income (loss)	(2,591)		(1,042)		45,061		41,428		(33,402)		12,088		(7,779)		12,335
Other segment disclosures:
Depreciation and amortization	25		—		2,193		2,218		—		—		63		2,281
Interest income	—		19		1,912		1,931		(1,912)		—		2,576		2,595


Expenditures for long-lived assets, net(4)	31,150		16,843		20,677		68,670		(20,677)		—		—		47,993

After the sale of the Gateway Commercial Venture’s commercial operating assets in December 2024 (~~See~~see Note 45), 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 provision of $51.9 million and equity in loss from the Gateway Commercial Venture.

(3) Other segment items for each reportable segment include:

• Valencia—operating properties expenses, pension costs and equity in earnings from ~~the~~unconsolidated ~~Valencia Landbank Venture~~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 three months ended ~~June~~September 30, 2024, Valencia’s net expenditures include $0.12 million, San Francisco’s net expenditures include $0.5 million and Great Park Venture’s net expenditures include $~~134~~14.06 million in inventory cost reimbursements and recoveries received.

2024

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Six Months Ended June 30, 2025

Nine Months Ended September 30, 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

~~774~~1,260

~~346~~522

~~377~~659,~~155~~659

3,394

~~378~~664,~~275~~835

(~~357~~630,~~645~~717)

—

2034,~~630~~118

Less:

Cost of land sales

—

86151,~~238~~121

—

86151,~~238~~121

(86151,~~238~~121)

—

Management services

—

58,~~391~~105

2,741

510,~~391~~846

—

510,~~391~~846

Selling, general, and administrative

68,~~399~~629

23,~~378~~534

47,~~541~~073

—

1319,~~318~~236

(47,~~541~~073)

—

2132,~~574~~482

3044,~~351~~645

Management fees-related party

—

1521,~~611~~749

—

1521,~~611~~749

(1521,~~611~~749)

—

Other segment items(3)

23,~~039~~662

(1720)

(35,~~402~~517)

(181)

(12,~~380~~056)

35,~~402~~517

(87157,~~546~~094)

17,~~250~~384

(84146,~~274~~249)

Segment profit (loss) / Net income (loss)

(711,~~664~~031)

(2,~~015~~992)

~~268~~477,~~776~~128

834

~~259~~463,~~097~~939

(~~254~~456,~~657~~291)

87157,~~546~~094

(2239,~~824~~866)

69124,~~162~~876

Other segment disclosures:

Depreciation and amortization

2538

—

12,~~707~~520

326

12,~~732~~884

—

~~124~~180

13,~~856~~064

Interest income

—

1720

35,~~402~~517

35,~~419~~544

(35,~~402~~517)

—

913,~~000~~474

913,~~017~~501

Expenditures for long-lived assets(4)

70103,~~392~~566

3246,~~223~~805

3562,~~963~~933

—

~~138~~213,~~578~~304

(3562,~~963~~933)

—

~~102~~150,~~615~~371

(2) Corporate and unallocated activity is primarily comprised of corporate general and administrative expenses, interest income, income tax provision of $1020.91 million, loss on debt extinguishment and equity in earnings from the Gateway Commercial Venture.

(3) Other segment items for each reportable segment include:

• Valencia—operating properties expenses, pension costs, miscellaneous other income and equity in earnings from ~~the~~unconsolidated ~~Valencia Landbank Venture~~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~~ Hearthstone—interest. ~~For~~income ~~the six months ended June 30, 2025, Valencia’s net expenditures include $1.8 million, San Francisco’s net expenditures include $0.6 million~~ and ~~Great~~equity ~~Park Venture’s net expenditures include $29.0 million~~ in ~~inventory~~earnings ~~cost~~from ~~reimbursements~~Hearthstone ~~and recoveries received~~Funds.

	Six Months Ended June 30, 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	$	1,786	$	336	$	290,845	$	292,967	$	(232,081)	$	—	$	241	$	61,127
Less:
Cost of land sales	—		—		58,974		58,974		(58,974)		—		—		—
Management services	—		—		15,211		15,211		—		—		—		15,211
Selling, general, and administrative	5,709		2,429		5,564		13,702		(5,564)		—		16,964		25,102
Management fees-related party	—		—		72,632		72,632		(72,632)		—		—		—
Other segment items(3)	2,562		(32)		(3,150)		(620)		3,150		(33,130)		7,104		(23,496)
Segment profit (loss) / Net income (loss)	(6,485)		(2,061)		141,614		133,068		(98,061)		33,130		(23,827)		44,310
Other segment disclosures:
Depreciation and amortization	—		—		11,542		11,542		—		—		171		11,713
Interest income	—		32		3,150		3,182		(3,150)		—		5,948		5,980
Expenditures for long-lived assets(4)	49,709		29,531		(28,201)		51,039		28,201		—		—		79,240

(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 nine months ended September 30, 2025, Valencia’s net expenditures include $1.8 million, San Francisco’s net expenditures include $1.1 million and Great Park Venture’s net expenditures include $37.7 million in inventory cost reimbursements and recoveries received.


	Nine Months Ended September 30, 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	$	2,598	$	507	$	368,272	$	371,377	$	(293,593)	$	—	$	356	$	78,140
Less:
Cost of land sales	—		—		67,062		67,062		(67,062)		—		—		—
Management services	—		—		19,467		19,467		—		—		—		19,467
Selling, general, and administrative	8,116		3,661		8,708		20,485		(8,708)		—		25,236		37,013
Management fees-related party	—		—		91,422		91,422		(91,422)		—		—		—
Other segment items(3)	3,558		(51)		(5,062)		(1,555)		5,062		(45,218)		6,726		(34,985)
Segment profit (loss) / Net income (loss)	(9,076)		(3,103)		186,675		174,496		(131,463)		45,218		(31,606)		56,645
Other segment disclosures:
Depreciation and amortization	25		—		13,735		13,760		—		—		234		13,994
Interest income	—		51		5,062		5,113		(5,062)		—		8,524		8,575


Expenditures for long-lived assets(4)	80,859		46,374		(7,524)		119,709		7,524		—		—		127,233

After the sale of the Gateway Commercial Venture’s commercial operating assets in December 2024 (~~See~~see Note 45), 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 earnings from the Company’s investment in the Gateway Commercial Venture within the corporate and unallocated column in the table above.

(2) Corporate and unallocated activity is primarily comprised of corporate general and administrative expenses, interest income, income tax provision of $6.8.7 million, Senior Notes exchange costs and equity in loss from the Gateway Commercial Venture.

(3) Other segment items for each reportable segment include:

• Valencia—operating properties expenses, pension costs and equity in earnings from ~~the~~unconsolidated ~~Valencia Landbank Venture~~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 ~~six~~nine months ended ~~June~~September 30, 2024, Valencia’s net expenditures include $0.24 million, San Francisco’s net expenditures include $01.61 million and Great Park Venture’s net expenditures include $~~142~~156.28 million in inventory cost reimbursements and recoveries received.

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Segment assets and reconciliations to the Company’s consolidated balances at ~~June~~September 30, 2025 and December 31, 2024 are as follows (in thousands):

	June 30, 2025				December 31, 2024
	September 30, 2025				December 31, 2024
	Segment assets		Inventory assets		Segment assets		Inventory assets
Valencia	$	~~982~~1,~~694~~015,341	$	~~946~~979,~~466~~641	$	914,583	$	876,172
San Francisco	1,~~455~~470,~~327~~101		1,~~454~~468,~~131~~712		1,424,819		1,421,908
Great Park	~~552~~474,~~261~~297		~~225~~187,~~062~~606		670,906		274,738
Total reportable segments	2,990,282		2,625,659		3,010,308		2,572,818
Hearthstone	120,423		—		—		—
Removal of Great Park Venture(1)	(463,294)		(225,062)		(562,598)		(274,738)
Total reportable segments	3,080,162		2,635,959		3,010,308		2,572,818
Add investment in Great Park Venture	126,341		—		151,647		—
Removal of Great Park Venture(1)	(401,984)		(187,606)		(562,598)		(274,738)
Corporate and unallocated(2)	505,488		—		477,060		—
Add investment in Great Park Venture	114,749		—		151,647		—
Total Consolidated	$	3,158,817	$	2,400,597	$	3,076,417	$	2,298,080
Corporate and unallocated(2)	392,355		—		477,060		—
Total Consolidated	$	3,185,282	$	2,448,353	$	3,076,417	$	2,298,080

(1) Represents the removal of the Great Park Venture balances, which are included in the Great Park segment balances at 100% of its historical basis, but are not included in the Company’s 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~~see Note 45), the Company’s commercial segment is no longer operating. The Company has recast the segment presentation for the comparative prior period to report the Company’s investment in the Gateway Commercial Venture within the corporate and unallocated column in the table above.

(2) 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.

1415. SHARE-BASED COMPENSATION

The following table summarizes share-based equity compensation activity for the nine months ended September 30, 2025:

	Share-Based Awards (in thousands)	Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2025	6,403	$	2.00
Granted	24,~~186~~404	$	3.5908
Forfeited	—(1,146)	$	—1.16
Vested	(~~757~~789)	$	23.9808
Nonvested at June 30, 2025	7,832	$	2.35
Nonvested at September 30, 2025	8,872	$	2.54

Share-based compensation expense was $12.76 million and $25.95 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, and $1.0 million and $12.8 million for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively. Share-based compensation expense is included in selling, general, and administrative expenses on the accompanying condensed consolidated statements of operations.

The estimated fair value at vesting of share-based awards that vested during the ~~six~~nine months ended ~~June~~September 30, 2025 was $4.02 million. During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company reacquired vested restricted Class A common shares for $1.8 million and $0.8 million, respectively, for the purpose of settling tax withholding obligations of employees. 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.

~~15. EMPLOYEE BENEFIT PLANS~~ 26

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.

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	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net periodic benefit:
Interest cost	$	168	$	193	$	336	$	384
Expected return on plan assets	(201)		(229)		(403)		(458)
Amortization of net actuarial loss	12		13		25		27
Net periodic benefit	$	(21)	$	(23)	$	(42)	$	(47)

16. EMPLOYEE BENEFIT PLANS

The components of net periodic benefit for the three and nine months ended September 30, 2025 and 2024, are as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net periodic benefit:
Interest cost	$	171	$	191	$	507	$	575
Expected return on plan assets	(198)		(229)		(601)		(687)
Amortization of net actuarial loss	19		14		44		41
Net periodic benefit	$	(8)	$	(24)	$	(50)	$	(71)

Net periodic benefit does not include a service cost component as a result of the Retirement Plan being frozen. All other components of net periodic benefit are included in other income on the condensed consolidated statements of operations.

1617. INCOME TAXES

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.

During the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company recorded a $19.32 million and $1020.91 million provision for income taxes, respectively, on pre-tax income of $964.9 million and $80144.09 million, respectively. In the three and ~~six~~nine months ended ~~June~~September 30, 2024, the Company recorded a $51.9 million and $6.8.7 million provision for income taxes, respectively, on pre-tax income of $4414.12 million and $5165.14 million, respectively.

The effective tax rates for both the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 differ from the 21% federal statutory rate and applicable state statutory rates primarily due to the disallowance of executive compensation expenses not deductible for tax and the pre-tax portion of income and losses that are passed through to the other partners of the Operating Company and the San Francisco Venture.

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. ~~The~~There ~~Company~~was ~~will~~no ~~continue~~material ~~to assess the~~ impact ofon the ~~legislation, however, the~~ Company’s ~~currently does not expect a material impact on its~~ condensed consolidated financial statements as a result of the legislation for the nine months ended September 30, 2025.

1718. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS AND DISCLOSURES

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

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 ~~June~~September 30, 2025 and December 31, 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 June 30, 2025, the estimated fair value of notes payable, net was $534.8 million, compared to a carrying value of $527.5 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 three and six months ended June 30, 2025 and 2024, the Company had no assets that were measured at fair value on a nonrecurring basis.27

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18The 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). ~~EARNINGS~~ ~~PER~~At ~~SHARE~~September 30, 2025, the estimated fair value of notes payable, net was $459.4 million, compared to a carrying value of $444.5 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 three and nine months ended September 30, 2025 and 2024, 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.

19. 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 on common shares were declared for the three and ~~six~~nine months ended ~~June~~September 30, 2025 or 2024.

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 restricted stock units (“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.

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The following table summarizes the basic and diluted earnings per share calculations for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 (in thousands, except shares and per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2025		2024		2025		2024
Numerator:
Net income attributable to the Company	$	321,~~320~~071	$	144,~~722~~756	$	2647,~~604~~675	$	1721,~~048~~804
Adjustments to net income attributable to the Company	2—		—		199		(97)
Net income attributable to common shareholders	$	321,~~322~~071	$	144,~~722~~756	$	2647,~~623~~684	$	1721,~~039~~797
Numerator—basic common shares:
Net income attributable to common shareholders	$	321,~~322~~071	$	144,~~722~~756	$	2647,~~623~~684	$	1721,~~039~~797
Less: net income allocated to participating securities	519		255		2343		2631
Allocation of basic net income among common shareholders	$	321,~~317~~052	$	144,~~697~~751	$	2647,~~600~~641	$	1721,~~013~~766
Numerator for basic net income available to Class A common shareholders	$	321,~~316~~045	$	144,~~692~~749	$	2647,~~591~~625	$	1721,~~007~~759
Numerator for basic net income available to Class B common shareholders	$	17	$	52	$	916	$	67
Numerator—diluted common shares:
Net income attributable to common shareholders	$	321,~~322~~071	$	144,~~722~~756	$	2647,~~623~~684	$	1721,~~039~~797
Reallocation of income from dilutive potential securities	321,~~438~~495		155,~~992~~109		2748,~~529~~813		1823,~~512~~480
Less: net income allocated to participating securities	418		255		2240		2630
Allocation of diluted net income among common shareholders	$	642,~~756~~548	$	309,~~689~~860	$	5496,~~130~~457	$	3545,~~525~~247
Numerator for diluted net income available to Class A common shareholders	$	642,~~755~~541	$	309,~~684~~858	$	5496,~~121~~441	$	3545,~~519~~240
Numerator for diluted net income available to Class B common shareholders	$	17	$	52	$	916	$	67
Denominator:
Basic weighted average Class A common shares outstanding	69,~~763~~796,~~845~~339		69,~~239~~279,~~296~~028		69,~~639~~692,~~492~~349		69,~~148~~192,~~940~~620
Diluted weighted average Class A common shares outstanding	~~148~~149,~~724~~430,~~073~~920		~~145~~146,~~936~~565,~~206~~417		~~148~~149,~~743~~267,~~245~~968		~~145~~146,~~906~~394,~~521~~307
Basic and diluted weighted average Class B common shares outstanding	79,233,544		79,233,544		79,233,544		79,233,544
Basic earnings per share:
Class A common shares	$	0.0530	$	0.2107	$	0.3868	$	0.2531
Class B common shares	$	0.00	$	0.00	$	0.00	$	0.00
Diluted earnings per share:
Class A common shares	$	0.0528	$	0.2107	$	0.3665	$	0.2431
Class B common shares	$	0.00	$	0.00	$	0.00	$	0.00
Anti-dilutive potential RSUs	—		—		—		—
Anti-dilutive potential Performance RSUs	34,~~877~~489,~~314~~097		4,~~509~~107,~~646~~889		34,~~877~~489,~~314~~097		4,~~509~~107,~~646~~889
Anti-dilutive potential Restricted Shares (weighted average)	—		—		—		—
Anti-dilutive potential Class A common shares from exchanges (weighted average)	3,137,134		3,137,134		3,137,134		3,137,134

1920. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss attributable to the Company consists of unamortized defined benefit pension plan net actuarial losses that totaled $1.5 million and $1.5 million at ~~June~~September 30, 2025 and December 31, 2024, respectively, 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 ~~June~~September 30, 2025 and December 31, 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 attributable to the Company related to amortization of net actuarial losses were approximately $1221,000 ~~and $13~~,~~000,~~ net of taxes, for each of the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, ~~respectively,~~ and are included in miscellaneous other income (expense) in the accompanying condensed consolidated statements of operations.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The following discussion contains management’s discussion and analysis of our financial condition and results of operations and should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included under Part I, Item 1 of this report and our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. “Us,” “we,” and “our” refer to Five Point Holdings, LLC, together with its consolidated subsidiaries. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as other risks and uncertainties detailed from time to time in our subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. Actual results could differ materially from those set forth in any forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

Overview

We conduct all of our business in or through our operating company, Five Point Operating Company, LP (the “operating company”). We are, through a wholly owned subsidiary, the sole managing general partner and owned, as of ~~June~~September 30, 2025, approximately 62.8% of the operating company. The operating company directly or indirectly owns equity interests in:

•Five Point Land, LLC, which owns The Newhall Land & Farming Company, a California limited partnership, the entity that is developing Valencia, our community in northern Los Angeles County, California;

•The Shipyard Communities, LLC (the “San Francisco Venture”), which is developing Candlestick and The San Francisco Shipyard, our communities in the City of San Francisco, California;

•Heritage Fields LLC (the “Great Park Venture”), which is developing Great Park Neighborhoods, our community in Orange County, California;

•Five Point Office Venture Holdings I, LLC (the “Gateway Commercial Venture”), which previously owned portions of the Five Point Gateway Campus, a commercial office, research and development and medical campus located within the Great Park Neighborhoods; ~~and~~

•Five Point Communities, LP and Five Point Communities Management, Inc. (together, the “management company”), which provide development management services for the Great Park Neighborhoods.; and

•Hearthstone Residential Holdings, LLC (the “Hearthstone Venture”), which is primarily engaged in the residential land banking business. We acquired a controlling financial interest in the Hearthstone Venture on July 31, 2025.

The operating company consolidates and controls the management of all of these entities except for the Great Park Venture and the Gateway Commercial Venture. The operating company owns a 37.5% percentage interest in the Great Park Venture and a 75% interest in the Gateway Commercial Venture and accounts for its interest in both using the equity method.

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Operational Highlights

We generated consolidated net income of $855.67 million for the three months ended ~~June~~September 30, 2025, compared to net income of $3812.23 million for the three months ended ~~June~~September 30, 2024. Our net income for the quarter was largely driven by incentive compensation revenue recognized and equity in earnings from the Great Park Venture. We also continued to focus on execution of key operating priorities, including generating revenue and positive cash flow, controlling our selling, general and administrative (“SG&A”) costs, managing our capital spend to match near-term revenue opportunities, and seeking growth opportunities through strategic relationships. At ~~June~~September 30, 2025, we had $~~456~~351.61 million in cash and $125.0 million available under our revolving credit facility, giving us total liquidity of $~~581~~476.61 million.

During the ~~second~~third quarter of 2025, the new home market ~~saw~~continued ~~softening~~to inface ~~demand~~headwinds from ~~homebuyers~~high ~~stemming~~interest inrates ~~part~~and ~~from~~ affordability challenges. ~~and~~Although ~~lower~~we ~~consumer~~did ~~confidence.~~not ~~Notwithstanding~~have any land sales at our Valencia community during the ~~current~~third ~~environment~~quarter, ~~however,~~demand from builders for land at our ~~existing~~Great ~~communities~~Park ~~are~~Neighborhoods ~~located~~community continued to be resilient. We believe that the chronic housing supply shortage in the California markets ~~that~~in ~~are~~which ~~chronically~~our ~~undersupplied,~~communities ~~and~~are ~~there~~located iswill ~~still~~help ~~demand~~sustain interest from homebuyers and homebuilders in our communities.

The Great Park Venture, in which we have a 37.5% percentage interest and manage all aspects of the development cycle, closed aland ~~sale~~sales to afour ~~builder~~builders consisting of 82326 homesites totaling 526.76 acres at the Great Park Neighborhoods in the ~~second~~third quarter of 2025 for aan aggregate base purchase price of $63257.67 million. Guest builders sold a total of ~~112~~187 homes at the Great Park Neighborhoods during the ~~second~~third quarter of 2025, compared to ~~233~~112 homes during the ~~first~~second quarter of 2025. As of ~~June~~September 30, 2025, the Great Park Venture had ~~572~~246 homesites under contract with home builders, which are expected to close either in the ~~second~~fourth ~~half~~quarter of 2025 or by mid-2026.

We did not close any land sales at Valencia during the quarter, but we continue to work with our homebuilding and commercial partners to appropriately balance and optimize revenue opportunities in light of current market conditions. We currently expect to close a commercial sale in Valencia in the ~~second~~fourth ~~half~~quarter of 2025 and are working with builders on two residential land sales that are expected to close in 2026. At Valencia, our guest builders sold 4750 homes during the ~~second~~third quarter of 2025, compared to 6947 homes during the ~~first~~second quarter of 2025.

In ~~June~~July 2025, we ~~entered~~closed ~~into~~the aacquisition of a ~~definitive~~75% ~~agreement~~interest toin ~~acquire~~ a ~~controlling~~new ~~interest~~land inbanking aventure ~~newly~~(the ~~formed~~“Hearthstone ~~entity~~Venture”) that ~~will~~holds ~~include~~ substantially all of the assets associated with the residential asset and investment management business of Hearthstone, Inc. ~~(“Hearthstone”)~~, a provider of capital solutions to the U.S. homebuilding industry., ~~The~~for ~~new~~an ~~entity,~~aggregate ~~Hearthstone~~cash ~~Residential~~purchase ~~Holdings,~~price ~~LLC~~of ~~(the~~$57.6 million. ~~“Hearthstone~~This ~~Venture”),~~acquisition represents a strategic partnership ~~between us and Hearthstone~~ designed to expand access to flexible, off-balance sheet capital for homebuilders pursuing land-light strategies. As part of the transaction, Hearthstone will contribute substantially all of its assets into the Hearthstone Venture, after which we will purchase 75% of the Hearthstone Venture's Class A Units for an aggregate purchase price of $56.25 million (subject to certain customary adjustments). The acquisition is expected to close in the third quarter of 2025.

In September 2025, we issued $450.0 million in senior notes that are due October 2030 and accrue interest at a rate of 8.000% per annum. The net proceeds from the offering plus cash on hand were used to either purchase or redeem all of our $523.5 million existing 10.500% initial rate senior notes due January 2028. In addition, shortly after the end of the third quarter, we increased the total borrowing capacity under our revolving credit facility from $125.0 million to $217.5 million and extended the maturity date of the facility to July 2029.

Results of Operations

The timing of our land sale revenues is influenced by several factors, including the sequencing of the planning and development process and market conditions at our communities. As a result, we have historically experienced, and expect to continue to experience, variability in results of operations between comparable periods.

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The following table summarizes our consolidated historical results of operations for the three and nine months ended September 30, 2025 and 2024:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(in thousands)
Statement of Operations Data
Revenues
Land sales	$	(1612)	$	~~307~~372	$	8270	$	~~842~~1,214
Land sales—related party	—		3—		—		—
Management services—related party	612,~~959~~826		5016,~~279~~030		1932,~~510~~336		5975,~~005~~035
Operating properties	~~530~~674		~~603~~611		1,~~038~~712		1,~~280~~891
Total revenues	713,~~473~~488		5117,~~192~~013		2034,~~630~~118		6178,~~127~~140
Costs and expenses
Land sales	—		—		—		—
Management services	25,~~330~~455		114,~~315~~256		510,~~391~~846		1519,~~211~~467
Operating properties	1,~~773~~631		1,~~878~~231		34,~~260~~891		24,~~868~~099
Selling, general, and administrative	1514,~~586~~294		1211,~~186~~911		3044,~~351~~645		2537,~~102~~013
Total costs and expenses	1921,~~689~~380		2517,~~379~~398		3960,~~002~~382		4360,~~181~~579
Other income (expense)
Interest income	4,~~967~~484		2,~~755~~595		913,~~017~~501		58,~~980~~575
Miscellaneous	21		26		796		(5,881)
Loss on debt extinguishment	(1,824)		—		(1,824)		—
Total other income	4,988		2,781		9,813		99
Miscellaneous	8		24		804		(5,857)
Equity in earnings from unconsolidated entities	17,145		15,498		88,584		33,084
Total other income	2,668		2,619		12,481		2,718
Income before income tax provision	9,917		44,092		80,025		51,129
Equity in earnings from unconsolidated entities	70,137		11,987		158,721		45,071
Income tax provision	(1,341)		(5,865)		(10,863)		(6,819)
Income before income tax provision	64,913		14,221		144,938		65,350
Net income	8,576		38,227		69,162		44,310
Income tax provision	(9,199)		(1,886)		(20,062)		(8,705)
Less net income attributable to noncontrolling interests	5,256		23,505		42,558		27,262
Net income	55,714		12,335		124,876		56,645
Net income attributable to the company	$	3,320	$	14,722	$	26,604	$	17,048
Less net income attributable to noncontrolling interests	34,643		7,579		77,201		34,841
Net income attributable to the company	$	21,071	$	4,756	$	47,675	$	21,804

Three Months Ended ~~June~~September 30, 2025 and 2024

Revenues. Revenues decreased by $433.75 million, or 8520.47%, to $713.5 million for the three months ended ~~June~~September 30, 2025, from $5117.20 million for the three months ended ~~June~~September 30, 2024. The decrease in revenues was primarily due to a decrease in management services revenue at our Great Park segment, partially offset by management services revenue recognized at our new Hearthstone segment during the three months ended ~~June~~September 30, 2025.

Cost of management services. Cost of management services ~~decreased~~increased by $91.02 million, or 7928.42%, to $25.35 million for the three months ended ~~June~~September 30, 2025, from $114.3 million for the three months ended ~~June~~September 30, 2024. The ~~decrease~~increase was primarily due to the cost of management services recognized at our new Hearthstone segment, partially offset by a decrease in intangible asset amortization expense at our Great Park segment.

Selling, general, and administrative. SG&A expenses increased by $32.4 million, or 2720.90%, to $1514.63 million for the three months ended ~~June~~September 30, 2025, from $1211.29 million for the three months ended ~~June~~September 30, 2024. The increase was mainly attributable to ~~an increase in corporate general and administrative expenses including~~ costs associated with our ~~proposed~~ acquisition of the Hearthstone Venture and ~~pursuing~~an ~~other~~increase ~~growth~~in ~~opportunities~~corporate general and administrative expenses including share-based compensation expense.

Equity in earnings from unconsolidated entities. Our consolidated results reflect our share in the earnings or losses of our interests in our unconsolidated entities, including the Great Park Venture and the Gateway Commercial Venture, within equity in earnings from unconsolidated entities on our condensed consolidated statement of operations. Our segment results for the Great Park segment present the results of the Great Park Venture at the book basis of the venture within the segment.

Equity in earnings from unconsolidated entities was $1770.1 million for the three months ended ~~June~~September 30, 2025, an increase from equity in earnings of $1512.50 million for the three months ended ~~June~~September 30, 2024. Equity in earnings for the three months ended ~~June~~September 30, 2025 and 2024 was primarily a result of recognizing our share of the net income generated by the Great Park Venture from land sales during each quarter.

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Income taxes. Pre-tax income of $964.9 million for the three months ended ~~June~~September 30, 2025 resulted in a $19.32 million tax provision. Pre-tax income of $4414.12 million for the three months ended ~~June~~September 30, 2024 resulted in a $51.9 million tax provision. We assessed the realization of our net deferred tax asset and the need for a valuation allowance and determined that at ~~June~~September 30, 2025, it was more likely than not that the net deferred tax asset would be realizable, and we had no valuation allowance recorded. Our effective tax rate for the three months ended ~~June~~September 30, 2025 was substantially similar to our effective tax rate for the three months ended ~~June~~September 30, 2024.

Net income attributable to noncontrolling interests. Until exchanged for our Class A common shares or, at our election, cash, noncontrolling interests represent interests held by other partners in the operating company and members of the San Francisco Venture. Redeemable noncontrolling interests that contain features that may result in cash settlement include the interests held by other members in the Hearthstone Venture and its subsidiaries and Class C interests in the San Francisco Venture. Net income attributable to the noncontrolling interests on the condensed consolidated ~~statement~~statements of operations represents the portion of income or losses attributable to ~~the~~these interests in our subsidiaries ~~held by the noncontrolling interests~~.

~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024

Revenues. Revenues decreased by $4044.50 million, or 6656.3%, to $2034.61 million for the ~~six~~nine months ended ~~June~~September 30, 2025, from $6178.1 million for the ~~six~~nine months ended ~~June~~September 30, 2024. The decrease in revenues was primarily due to a decrease in management services revenue at our Great Park segment, partially offset by management services revenue recognized at our new Hearthstone segment during the ~~six~~nine months ended ~~June~~September 30, 2025.

Cost of management services. Cost of management services decreased by $9.8.6 million, or 6444.63%, to $510.48 million for the ~~six~~nine months ended ~~June~~September 30, 2025, from $1519.25 million for the ~~six~~nine months ended ~~June~~September 30, 2024. The decrease was primarily due to a decrease in intangible asset amortization expense at our Great Park segment, partially offset by the cost of management services recognized at our new Hearthstone segment.

Selling, general, and administrative. SG&A expenses increased by $57.26 million, or 20.96%, to $3044.46 million for the ~~six~~nine months ended ~~June~~September 30, 2025, from $2537.10 million for the ~~six~~nine months ended ~~June~~September 30, 2024. The increase was mainly attributable to an increase in corporate general and administrative expenses including share-based compensation expense and costs associated with our ~~proposed~~ acquisition of the Hearthstone Venture and pursuing other growth opportunities.

Equity in earnings from unconsolidated entities was $88158.67 million for the ~~six~~nine months ended ~~June~~September 30, 2025, an increase from equity in earnings of $3345.1 million for the ~~six~~nine months ended ~~June~~September 30, 2024. Equity in earnings for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 was primarily a result of recognizing our share of the net income generated by the Great Park Venture from land sales during each period.

Income taxes. Pre-tax income of $80144.09 million for the ~~six~~nine months ended ~~June~~September 30, 2025 resulted in a $1020.91 million tax provision. Pre-tax income of $5165.14 million for the ~~six~~nine months ended ~~June~~September 30, 2024 resulted in a $6.8.7 million tax provision. We assessed the realization of our net deferred tax asset and the need for a valuation allowance and determined that at ~~June~~September 30, 2025, it was more likely than not that the net deferred tax asset would be realizable, and we had no valuation allowance recorded. Our effective tax rate for the ~~six~~nine months ended ~~June~~September 30, 2025 was substantially similar to our effective tax rate for the ~~six~~nine months ended ~~June~~September 30, 2024.

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Segment Results and Financial Information

Our reportable operating segments include our three community segments, Valencia, San Francisco and Great Park, and our Hearthstone segment:

•Our Valencia segment includes operating results related to the Valencia community and agricultural operations in Los Angeles and Ventura Counties, California. ~~Our investment in the Valencia Landbank Venture is also reported in the Valencia segment.~~

•Our San Francisco segment includes operating results for the Candlestick and The San Francisco Shipyard communities.

•Our Great Park segment includes operating results for the Great Park Neighborhoods community as well as development management services provided by the management company for the Great Park Venture.

	Three Months Ended June 30, 2025
	Valencia		San Francisco		Great Park		Total reportable segments		Corporate and unallocated		Total under management		Removal of unconsolidated entities(1)		Total consolidated
REVENUES:
Land sales	$	(16)	$	—	$	72,242	$	72,226	$	—	$	72,226	$	(72,242)	$	(16)
Land sales—related party	—		—		—		—		—		—		—		—
Management services—related party(2)	—		—		6,959		6,959		—		6,959		—		6,959
Operating properties	358		172		—		530		—		530		—		530
Total revenues	342		172		79,201		79,715		—		79,715		(72,242)		7,473
COSTS AND EXPENSES:
Land sales	—		—		16,022		16,022		—		16,022		(16,022)		—
Management services(2)	—		—		2,330		2,330		—		2,330		—		2,330
Operating properties	1,773		—		—		1,773		—		1,773		—		1,773
Selling, general, and administrative	3,103		1,215		1,781		6,099		11,268		17,367		(1,781)		15,586
Management fees—related party	—		—		7,753		7,753		—		7,753		(7,753)		—
Total costs and expenses	4,876		1,215		27,886		33,977		11,268		45,245		(25,556)		19,689
OTHER INCOME:
Interest income	—		2		1,709		1,711		4,965		6,676		(1,709)		4,967
Miscellaneous	21		—		—		21		—		21		—		21
Total other income	21		2		1,709		1,732		4,965		6,697		(1,709)		4,988
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES	211		—		—		211		242		453		16,692		17,145
SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION	(4,302)		(1,041)		53,024		47,681		(6,061)		41,620		(31,703)		9,917
INCOME TAX PROVISION	—		—		—		—		(1,341)		(1,341)		—		(1,341)
SEGMENT (LOSS) PROFIT/NET INCOME	$	(4,302)	$	(1,041)	$	53,024	$	47,681	$	(7,402)	$	40,279	$	(31,703)	$	8,576

•Our Hearthstone segment includes the operating results for the Hearthstone Venture, which owns and operates our residential asset and investment management platform. The operating results for the Hearthstone segment are presented from the acquisition date of July 31, 2025.

The following tables reconcile the results of operations of our segments to our consolidated results for the three and nine months ended September 30, 2025 and 2024 (in thousands):


	Three Months Ended September 30, 2025
	Valencia		San Francisco		Great Park		Hearthstone		Total reportable segments		Corporate and unallocated		Total under management		Removal of unconsolidated entities(1)		Total consolidated
REVENUES:
Land sales	$	(12)	$	—	$	273,072	$	—	$	273,060	$	—	$	273,060	$	(273,072)	$	(12)
Land sales—related party	—		—		—		—		—		—		—		—		—

Management services—related party(2)	—		—		9,432		3,394		12,826		—		12,826		—		12,826
Operating properties	498		176		—		—		674		—		674		—		674
Total revenues	486		176		282,504		3,394		286,560		—		286,560		(273,072)		13,488
COSTS AND EXPENSES:
Land sales	—		—		64,883		—		64,883		—		64,883		(64,883)		—

Management services(2)	—		—		2,714		2,741		5,455		—		5,455		—		5,455
Operating properties	1,631		—		—		—		1,631		—		1,631		—		1,631
Selling, general, and administrative	2,230		1,156		2,532		—		5,918		10,908		16,826		(2,532)		14,294

Management fees—related party	—		—		6,138		—		6,138		—		6,138		(6,138)		—
Total costs and expenses	3,861		1,156		76,267		2,741		84,025		10,908		94,933		(73,553)		21,380
OTHER INCOME (EXPENSE):

Interest income	—		3		2,115		7		2,125		4,474		6,599		(2,115)		4,484


Loss on extinguishment of debt	—		—		—		—		—		(1,824)		(1,824)		—		(1,824)

Miscellaneous	8		—		—		—		8		—		8		—		8
Total other income	8		3		2,115		7		2,133		2,650		4,783		(2,115)		2,668
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES	—		—		—		174		174		415		589		69,548		70,137
SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION	(3,367)		(977)		208,352		834		204,842		(7,843)		196,999		(132,086)		64,913
INCOME TAX PROVISION	—		—		—		—		—		(9,199)		(9,199)		—		(9,199)
SEGMENT (LOSS) PROFIT/NET INCOME	$	(3,367)	$	(977)	$	208,352	$	834	$	204,842	$	(17,042)	$	187,800	$	(132,086)	$	55,714

(1) Represents the removal of the Great Park Venture operating results, which are included in the Great Park segment operating results at 100% of the venture’s historical basis but are not included in our consolidated results as we account for our 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, our commercial segment is no longer operating. The equity in earnings from our investment in the Gateway Commercial Venture is reported within the corporate and unallocated column in the table above.

(2) For the Great Park segment, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture as applicable.

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Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Valencia

San Francisco

Great Park

Total reportable segments

Corporate and unallocated

Total under management

Removal of unconsolidated entities(1)

Total consolidated

REVENUES:

Land sales

~~307~~372

—

~~134~~58,~~638~~291

~~134~~58,~~945~~663

—

~~134~~58,~~945~~663

(~~134~~58,~~638~~291)

~~307~~372

Land sales—related party

3—

—

43,~~734~~221

43,~~737~~221

—

43,~~737~~221

(43,~~734~~221)

3—

Management services—related party(2)

—

5015,~~151~~915

~~128~~115

5016,~~279~~030

—

5016,~~279~~030

Operating properties

~~435~~440

~~168~~171

—

~~603~~611

—

~~603~~611

—

~~603~~611

Total revenues

~~745~~812

~~168~~171

~~189~~77,~~523~~427

~~190~~78,~~436~~410

~~128~~115

~~190~~78,~~564~~525

(~~139~~61,~~372~~512)

5117,~~192~~013

COSTS AND EXPENSES:

Land sales

—

298,~~016~~088

—

298,~~016~~088

(298,~~016~~088)

—

Management services(2)

—

114,~~315~~256

—

114,~~315~~256

—

114,~~315~~256

Operating properties

1,~~878~~231

—

1,~~878~~231

—

1,~~878~~231

—

1,~~878~~231

Selling, general, and administrative

2,~~515~~407

1,~~294~~232

23,~~625~~144

6,~~434~~783

8,~~377~~272

1415,~~811~~055

(23,~~625~~144)

1211,~~186~~911

Management fees—related party

—

6418,~~470~~790

—

6418,~~470~~790

(6418,~~470~~790)

—

Total costs and expenses

43,~~393~~638

1,~~294~~232

~~107~~34,~~426~~278

~~113~~39,~~113~~148

8,~~377~~272

~~121~~47,~~490~~420

(9630,~~111~~022)

2517,~~379~~398

OTHER INCOME:

Interest income

—

1719

1,~~671~~912

1,~~688~~931

2,~~738~~576

4,~~426~~507

(1,~~671~~912)

2,~~755~~595

Miscellaneous

2324

—

2324

3—

2624

—

2624

Total other income

2324

1719

1,~~671~~912

1,~~711~~955

2,~~741~~576

4,~~452~~531

(1,~~671~~912)

2,~~781~~619

EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES

~~243~~211

—

~~243~~211

(~~218~~312)

25(101)

1512,~~473~~088

1511,~~498~~987

SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION

(32,~~382~~591)

(1,~~109~~042)

8345,~~768~~061

7941,~~277~~428

(5,~~726~~893)

7335,~~551~~535

(2921,~~459~~314)

4414,~~092~~221

INCOME TAX PROVISION

—

(51,~~865~~886)

—

(51,~~865~~886)

SEGMENT (LOSS) PROFIT/NET INCOME

(32,~~382~~591)

(1,~~109~~042)

8345,~~768~~061

7941,~~277~~428

(117,~~591~~779)

6733,~~686~~649

(2921,~~459~~314)

3812,~~227~~335

After the sale of the Gateway Commercial Venture’s commercial operating assets in December 2024, our commercial segment is no longer operating. We have recast the segment presentation for the comparative prior period to report the equity in loss from our investment in the Gateway Commercial Venture within the corporate and unallocated column in the table above.

(2) For the Great Park segment, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture as applicable.

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	Six Months Ended June 30, 2025
	Nine Months Ended September 30, 2025
	Valencia		San Francisco		Great Park		Hearthstone		Total reportable segments		Corporate and unallocated		Total under management		Removal of unconsolidated entities(1)		Total consolidated
REVENUES:
Land sales	$	8270	$	—	$	~~357~~630,~~645~~717	$	—	$	~~357~~630,~~727~~787	$	—	$	~~357~~630,~~727~~787	$	(~~357~~630,~~645~~717)	$	8270
Land sales—related party	—		—		—		—		—		—		—		—		—
Management services—related party(2)	—		—		1928,~~510~~942		3,394		1932,~~510~~336		—		1932,~~510~~336		—		1932,~~510~~336
Operating properties	~~692~~1,190		~~346~~522		—		—		1,~~038~~712		—		1,~~038~~712		—		1,~~038~~712
Total revenues	~~774~~1,260		~~346~~522		~~377~~659,~~155~~659		3,394		~~378~~664,~~275~~835		—		~~378~~664,~~275~~835		(~~357~~630,~~645~~717)		2034,~~630~~118
COSTS AND EXPENSES:
Land sales	—		—		86151,~~238~~121		—		86151,~~238~~121		—		86151,~~238~~121		(86151,~~238~~121)		—
Management services(2)	—		—		58,~~391~~105		2,741		510,~~391~~846		—		510,~~391~~846		—		510,~~391~~846
Operating properties	34,~~260~~891		—		—		—		34,~~260~~891		—		34,~~260~~891		—		34,~~260~~891
Selling, general, and administrative	68,~~399~~629		23,~~378~~534		47,~~541~~073		—		1319,~~318~~236		2132,~~574~~482		3451,~~892~~718		(47,~~541~~073)		3044,~~351~~645
Management fees—related party	—		—		1521,~~611~~749		—		1521,~~611~~749		—		1521,~~611~~749		(1521,~~611~~749)		—
Total costs and expenses	913,~~659~~520		23,~~378~~534		~~111~~188,~~781~~048		2,741		~~123~~207,~~818~~843		2132,~~574~~482		~~145~~240,~~392~~325		(~~106~~179,~~390~~943)		3960,~~002~~382
OTHER INCOME:
OTHER INCOME (EXPENSE):
Interest income	—		1720		35,~~402~~517		7		35,~~419~~544		913,~~000~~474		1219,~~419~~018		(35,~~402~~517)		913,~~017~~501
Miscellaneous	796		—		—				796		—		796		—		796
Loss on extinguishment of debt	—		—		—		—		—		(1,824)		(1,824)		—		(1,824)
Total other income	796		17		3,402				4,215		9,000		13,215		(3,402)		9,813
Miscellaneous	804		—		—		—		804		—		804		—		804
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES	425		—		—				425		613		1,038		87,546		88,584
Total other income	804		20		5,517		7		6,348		11,650		17,998		(5,517)		12,481
SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION	(7,664)		(2,015)		268,776				259,097		(11,961)		247,136		(167,111)		80,025
EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES	425		—		—		174		599		1,028		1,627		157,094		158,721
INCOME TAX PROVISION	—		—		—				—		(10,863)		(10,863)		—		(10,863)
SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION	(11,031)		(2,992)		477,128		834		463,939		(19,804)		444,135		(299,197)		144,938
SEGMENT (LOSS) PROFIT/NET INCOME	$	(7,664)	$	(2,015)	$	268,776			$	259,097	$	(22,824)	$	236,273	$	(167,111)	$	69,162
INCOME TAX PROVISION	—		—		—		—		—		(20,062)		(20,062)		—		(20,062)
SEGMENT (LOSS) PROFIT/NET INCOME	$	(11,031)	$	(2,992)	$	477,128	$	834	$	463,939	$	(39,866)	$	424,073	$	(299,197)	$	124,876

(2) For the Great Park segment, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture as applicable.

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Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Valencia

San Francisco

Great Park

Total reportable segments

Corporate and unallocated

Total under management

Removal of unconsolidated entities(1)

Total consolidated

REVENUES:

Land sales

~~842~~1,214

—

~~215~~273,~~456~~747

~~216~~274,~~298~~961

—

~~216~~274,~~298~~961

(~~215~~273,~~456~~747)

~~842~~1,214

Land sales—related party

—

1619,~~625~~846

—

1619,~~625~~846

(1619,~~625~~846)

—

Management services—related party(2)

—

5874,~~764~~679

~~241~~356

5975,~~005~~035

—

5975,~~005~~035

Operating properties

~~944~~1,384

~~336~~507

—

1,~~280~~891

—

1,~~280~~891

—

1,~~280~~891

Total revenues

12,~~786~~598

~~336~~507

~~290~~368,~~845~~272

~~292~~371,~~967~~377

~~241~~356

~~293~~371,~~208~~733

(~~232~~293,~~081~~593)

6178,~~127~~140

COSTS AND EXPENSES:

Land sales

—

5867,~~974~~062

—

5867,~~974~~062

(5867,~~974~~062)

—

Management services(2)

—

1519,~~211~~467

—

1519,~~211~~467

—

1519,~~211~~467

Operating properties

24,~~868~~099

—

24,~~868~~099

—

24,~~868~~099

—

24,~~868~~099

Selling, general, and administrative

58,~~709~~116

23,~~429~~661

58,~~564~~708

1320,~~702~~485

1625,~~964~~236

3045,~~666~~721

(58,~~564~~708)

2537,~~102~~013

Management fees—related party

—

7291,~~632~~422

—

7291,~~632~~422

(7291,~~632~~422)

—

Total costs and expenses

812,~~577~~215

23,~~429~~661

~~152~~186,~~381~~659

~~163~~202,~~387~~535

1625,~~964~~236

~~180~~227,~~351~~771

(~~137~~167,~~170~~192)

4360,~~181~~579

OTHER INCOME (EXPENSE):

Interest income

—

3251

35,~~150~~062

35,~~182~~113

58,~~948~~524

913,~~130~~637

(35,~~150~~062)

58,~~980~~575

Miscellaneous

4771

—

4771

(5,928)

(5,~~881~~857)

—

(5,~~881~~857)

Total other income

4771

3251

35,~~150~~062

35,~~229~~184

202,596

37,~~249~~780

(35,~~150~~062)

992,718

EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES

~~259~~470

—

~~259~~470

(~~305~~617)

(46147)

3345,~~130~~218

3345,~~084~~071

SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION

(69,~~485~~076)

(23,~~061~~103)

~~141~~186,~~614~~675

~~133~~174,~~068~~496

(1722,~~008~~901)

~~116~~151,~~060~~595

(6486,~~931~~245)

5165,~~129~~350

INCOME TAX PROVISION

—

(68,~~819~~705)

—

(68,~~819~~705)

SEGMENT (LOSS) PROFIT/NET INCOME

(69,~~485~~076)

(23,~~061~~103)

~~141~~186,~~614~~675

~~133~~174,~~068~~496

(2331,~~827~~606)

~~109~~142,~~241~~890

(6486,~~931~~245)

4456,~~310~~645

(2) For the Great Park segment, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture as applicable.

Valencia Segment

Our Valencia property consists of approximately 15,000 acres in northern Los Angeles County and can include up to approximately 21,500 homesites and approximately 11.5 million square feet of commercial space. The actual commercial square footage and number of homesites are subject to change based on ultimate use and land planning. The current communities under development in Valencia complement the neighboring communities that were previously developed by us. We began selling homesites in the first development area at Valencia in 2019, and as of ~~June~~September 30, 2025 we had sold 3,088 homesites.

San Francisco Segment

Located almost equidistant between downtown San Francisco and the San Francisco International Airport, Candlestick and The San Francisco Shipyard consist of approximately 800 acres of bayfront property in the City of San Francisco. Candlestick and The San Francisco Shipyard can include up to approximately 12,000 homesites and approximately 6.3 million square feet of commercial space. The actual commercial square footage and number of homesites are subject to change based on ultimate use and land planning.

In November 2024, we received approvals from the City and County of San Francisco to (among other things) transfer approximately two million square feet of research and development and office space to Candlestick from The San Francisco Shipyard. Candlestick now has the potential to include up to approximately 2.8 million square feet of research and development and office space, approximately 7,200 homesites, and approximately 550,000 square feet of retail, hotel, entertainment and community uses. We have commenced engineering for the next phase of infrastructure at Candlestick and expect to begin construction in early 2026.

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Our development at Candlestick and The San Francisco Shipyard is not subject to San Francisco’s Proposition M growth control measure, which imposes annual limitations on office development and is applicable to all other developers with projects in the city. This means the full amount of permitted commercial square footage at Candlestick and The San Francisco Shipyard can be constructed as we determine, including all at once, even though Proposition M may delay new office developments elsewhere in San Francisco.

At The San Francisco Shipyard, approximately 408 acres are still owned by the U.S. Navy and will not be conveyed to us until the U.S. Navy satisfactorily completes its finding of suitability to transfer, or “FOST,” process, which involves multiple levels of environmental and governmental investigation, analysis, review, comment and approval. Based on our discussions with the U.S. Navy, we had previously expected the U.S. Navy to deliver this property between 2019 and 2022. However, allegations that Tetra Tech, Inc. and Tetra Tech EC, Inc. (collectively, “Tetra Tech”), contractors hired by the U.S. Navy, misrepresented sampling results at The San Francisco Shipyard have resulted in data reevaluation, governmental investigations, criminal proceedings, lawsuits, and a determination by the U.S. Navy and other regulatory agencies to undertake additional sampling. As part of the 2018 Congressional spending bill, the U.S. Department of Defense allocated $36.0 million to help fund resampling efforts at The San Francisco Shipyard. An additional $60.4 million to fund resampling efforts was approved as part of a 2019 military construction spending bill. These activities have delayed the remaining land transfers from the U.S. Navy and could lead to additional legal claims or government investigations, all of which could in turn further delay or impede our future development of such parcels. Our development plans were designed with the flexibility to adjust for potential land transfer delays, and we have the ability to shift the phasing of our development activities to account for potential delays caused by U.S. Navy retesting, but there can be no assurance that these matters and other related matters that may arise in the future will not materially impact our development plans.

We have been, and may in the future be, named as a defendant in lawsuits seeking damages and other relief arising out of alleged contamination at The San Francisco Shipyard and Tetra Tech’s alleged misrepresentations of related sampling work. See Note 1112 to our condensed consolidated financial statements included under Part I, Item 1 of this report.

Hearthstone Segment

We have a 75% controlling financial interest in the Hearthstone Venture, which operates our residential asset and investment management platform providing capital solutions to the U.S. homebuilding industry. The Hearthstone Venture manages investment funds and joint ventures focused on acquiring, developing, and managing residential land and lot option programs across multiple U.S. markets. The Hearthstone Venture receives asset management fees and under some arrangements may also receive performance fees when stipulated investor returns are achieved. We completed our acquisition of the Hearthstone Venture on July 31, 2025.

Great Park Segment

We have a 37.5% percentage interest in the Great Park Venture, and we account for our investment using the equity method of accounting. We have a controlling interest in the management company, an entity which performs development management services at Great Park Neighborhoods. We do not include the Great Park Venture as a consolidated subsidiary in our condensed consolidated financial statements. However, because of the relationship between the management company and the Great Park Venture, we assess our investment in the Great Park Venture based on the financial information for the Great Park Venture in its entirety, and not just our equity interest in it. As a result, our Great Park segment consists of the operations of both the Great Park Venture and the development management services provided by the management company at the Great Park Venture.

Great Park Neighborhoods consists of approximately 2,100 acres in Orange County and is being built around the approximately 1,300 acre Orange County Great Park, a metropolitan public park that is under construction. Great Park Neighborhoods can include up to approximately 10,500 homesites and approximately 4.9 million square feet of commercial space. The actual commercial square footage and number of homesites are subject to change based on ultimate use and land planning. The Great Park Venture sold the first homesites in April 2013 and as of ~~June~~September 30, 2025 had sold 9,~~090~~416 homesites (including 853 affordable homesites).

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Great Park Venture made aggregate distributions of $~~300~~517.93 million to holders of percentage interests, of which we received $~~112~~194.90 million for our 37.5% percentage interest.

34Three Months Ended September 30, 2025 and 2024

Land sales and related party land sales revenues. Land sales and related party land sales revenues increased to $273.1 million for the three months ended September 30, 2025, from $61.5 million for the three months ended September 30, 2024. The increase was primarily attributable to the recognition of revenue from the sale of land at the Great Park Neighborhoods entitled for an aggregate of 326 homesites on 26.6 acres during the three months ended September 30, 2025, compared to the recognition of revenue from the sale of 12.8 acres of commercial land planned for retail uses at the Great Park Neighborhoods during the three months ended September 30, 2024. For the 2025 land sales, the base purchase price was $257.7 million, and 111 of the homesites were sold to an unaffiliated land banking entity whereby Lennar retained the option to acquire the homesites in the future from the land bank entity. The base purchase price was $25.4 million for the 2024 land sales.

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~~Three~~During ~~Months~~the ~~Ended~~three ~~June~~months ended September 30, 2025 and 2024, revenues also included changes in estimates of variable consideration, including profit participation and price participation, from those amounts previously recorded by the Great Park Venture. During the three months ended September 30, 2025 and 2024, the Great Park Venture recognized $10.4 million and $6.0 million, respectively, in profit participation revenues. During the three months ended September 30, 2025 and 2024, the Great Park Venture recognized additional estimated variable consideration of $5.0 million and $30.0 million, respectively, related to prior period land sales for future price participation payments expected to be received when homes are sold to homebuyers. The increase in estimated variable consideration reflects updated pricing and absorption assumptions used to calculate expected price participation payments.

~~Land~~Cost ~~sales~~of ~~and related party~~ land sales ~~revenues~~. ~~Land~~Cost ~~sales~~of ~~and related party~~ land sales ~~revenues decreased to $72.2 million~~ for the three months ended ~~June~~September 30, 2025, ~~from~~and 2024 were $~~139~~64.49 million ~~for~~and ~~the~~$8.1 ~~three months ended June 30~~million, ~~2024~~respectively. The ~~decrease~~cost ~~was primarily attributable to the recognition~~ of ~~revenue~~land ~~from~~sales ~~the~~includes ~~sale~~both ofactual ~~land~~and atestimated ~~the~~future ~~Great~~capitalized ~~Park~~costs ~~Neighborhoods~~allocated ~~entitled~~based ~~for~~upon anrelative ~~aggregate~~sales ofvalues. 82Since ~~homesites~~this onmethod ~~5.7~~requires ~~acres~~the ~~during~~Great ~~the~~Park ~~three~~Venture ~~months~~to ~~ended~~estimate ~~June 30,~~future ~~2025,~~development ~~compared~~costs toand the ~~recognition~~expected ofsales ~~revenue~~prices ~~from~~for ~~the~~future ~~sale of~~ land atsales, the ~~Great~~profit ~~Park~~margin ~~Neighborhoods~~on ~~entitled~~subsequent ~~for~~parcels ansold ~~aggregate~~will ofbe ~~105~~affected ~~homesites~~by onboth ~~12.3~~changes ~~acres~~in ~~during~~ the ~~three~~estimated ~~months~~total ~~ended June 30~~revenues, ~~2024.~~as ~~The~~well ~~base~~as ~~purchase~~any ~~price~~changes ~~was~~in ~~$63.6 million for~~ the ~~2025~~estimated ~~land~~total ~~sales,~~cost ~~and~~of the ~~base purchase price was $96~~project.1 ~~million for the 2024 land sales.~~

~~During~~Management fee revenues. Management fee revenues are revenues generated by the ~~three~~management ~~months~~company ~~ended~~from ~~June 30,~~development ~~2025~~management ~~and~~services provided to the Great Park Venture. In September 2024, ~~revenues~~the ~~also~~development ~~included~~management ~~changes~~agreement inwith ~~estimates~~the Great Park Venture was renewed by mutual agreement of ~~variable~~the ~~consideration~~parties through December 31, ~~including~~2026 ~~profit~~(the ~~participation~~“second ~~and~~renewal ~~price~~term”). ~~participation~~In connection with the extension under the second renewal term, the annual fixed base fee was increased to $13.5 million beginning in 2025, which reflects an increase from ~~those~~the ~~amounts~~$12.0 million ~~previously~~annual ~~recorded~~fixed bybase fee for 2024. The incentive compensation provisions of the ~~Great~~development ~~Park~~management ~~Venture~~agreement remain unchanged through the second renewal term. ~~During~~The decrease in management services related party revenue was mainly attributable to a decrease in variable incentive compensation revenue recognized during the three months ended ~~June~~September 30, 2025, ~~and~~partially ~~2024,~~offset by the ~~Great~~increase ~~Park~~in ~~Venture~~the annual fixed base fee that began in 2025. For the three months ended September 30, 2025 and 2024, we recognized $46.31 million and $612.49 million, respectively, inattributable ~~profit~~to ~~participation~~variable ~~revenues~~incentive compensation. ~~During~~For the three months ended ~~June~~September 30, ~~2025 and~~ 2024, ~~the~~incentive ~~Great~~compensation ~~Park~~revenue ~~Venture~~reflected ~~recognized~~the ~~additional~~recording ~~estimated variable consideration~~ of ~~$4.3~~a ~~million~~cumulative ~~and~~catch-up ~~$36.6~~that ~~million,~~resulted ~~respectively,~~from ~~related~~changes toin ~~prior~~the ~~period~~estimate ~~land~~of ~~sales~~the ~~for~~amount ~~future~~of ~~price~~incentive ~~participation~~compensation ~~payments~~we expected to be ~~received~~entitled ~~when~~to ~~homes~~receive ~~are~~and ~~sold~~constraints toon ~~homebuyers~~the estimate. The ~~increase~~incentive incompensation ~~estimated~~revenue ~~variable~~recognized ~~consideration~~during ~~reflects~~the ~~updated~~three ~~pricing~~months ended September 30, 2025 do not include a significant cumulative catch-up and ~~absorption~~are ~~assumptions~~mainly ~~used~~attributed to ~~calculate~~services ~~expected~~provided ~~price~~during ~~participation~~the ~~payments~~period.

~~Cost~~Management ofservices ~~land~~costs ~~sales~~and expenses. ~~Cost~~Included ofwithin ~~land~~management ~~sales~~services ~~for~~costs ~~the~~and ~~three~~expenses ~~months~~are ~~ended~~general ~~June 30,~~and ~~2025~~administrative costs and ~~2024~~expenses ~~were~~incurred ~~$16.0~~by ~~million~~the ~~and~~management ~~$29.0~~company’s ~~million,~~project ~~respectively.~~team ~~The~~that ~~cost~~is managing the development of ~~land~~the ~~sales~~Great ~~includes~~Park ~~both~~Neighborhoods. ~~actual~~We ~~and~~also ~~estimated~~include ~~future~~amortization ~~capitalized~~expense ~~costs~~related ~~allocated~~to ~~based~~the ~~upon~~intangible ~~relative~~asset ~~sales~~attributable ~~values.~~to ~~Since~~the ~~this~~incentive ~~method~~compensation ~~requires~~provisions of the development management agreement with the Great Park Venture towithin ~~estimate~~management ~~future~~services ~~development~~costs and expenses. Corporate and non-project team salaries and overhead are not allocated to management services costs and ~~the~~expenses ~~expected~~or ~~sales~~to ~~prices~~our ~~for~~reportable ~~future~~segments ~~land~~and ~~sales~~are reported in selling, general, and administrative costs in the ~~profit~~condensed ~~margin~~consolidated onstatements ~~subsequent~~of ~~parcels~~operations. ~~sold~~Management ~~will~~services becosts ~~affected~~and expenses decreased by ~~both~~$1.5 ~~changes~~million, inor 36.2%, to $2.7 million for the ~~estimated~~three ~~total~~months ~~revenues~~ended September 30, as2025, ~~well~~from as$4.3 ~~any~~million ~~changes~~for the three months ended September 30, 2024. The decrease was mainly attributable to a decrease in ~~the~~intangible ~~estimated~~asset ~~total~~amortization ~~cost~~expense ofrecognized during the ~~project~~three months ended September 30, 2025.

~~Management~~Selling, ~~fee~~general, ~~revenues~~and administrative. ~~Management~~SG&A ~~fee~~expenses ~~revenues~~decreased ~~are revenues generated~~ by ~~the management company from development management services provided to the Great Park Venture~~$0.6 ~~In September 2024~~million, ~~the~~or ~~development management agreement with the Great Park Venture was renewed by mutual agreement of the parties through December 31, 2026 (the “second renewal term”)~~19. ~~In connection with the extension under the second renewal term~~5%, ~~the annual fixed base fee was increased~~ to $132.5 ~~million~~ ~~beginning in 2025, which reflects an increase from the $12.0~~ million ~~annual fixed base fee~~ for ~~2024. The incentive compensation provisions of~~ the development management agreement remain unchanged through the second renewal term. The decrease in management services related party revenue was mainly attributable to a decrease in variable incentive compensation revenue recognized during the three months ended ~~June~~September 30, 2025, ~~partially~~from ~~offset~~$3.1 bymillion ~~the~~for ~~increase in~~ the ~~annual fixed base fee that began in 2025. For the~~ three months ended ~~June~~September 30, ~~2025 and~~ 2024~~, we recognized $3~~.6 ~~million~~The ~~and~~decrease ~~$47.2~~was ~~million,~~mainly ~~respectively,~~ attributable to ~~variable incentive compensation. For the three months ended June 30, 2024, incentive compensation revenue reflected the recording of~~ a ~~cumulative~~decrease ~~catch-up that resulted from changes~~ in ~~the~~marketing ~~estimate~~expenses ~~of the amount of incentive compensation we expected to be entitled to receive~~ and ~~constraints~~property onmaintenance ~~the estimate~~expenses. The incentive compensation revenue recognized during the three months ended June 30, 2025 do not include a significant cumulative catch-up and are mainly attributed to services provided during the period.

Management ~~services~~fees—related ~~costs~~party. ~~and~~Management ~~expenses.~~fees ~~Included~~decreased ~~within~~by ~~management~~$12.7 ~~services~~million ~~costs~~to ~~and~~$6.1 ~~expenses~~million ~~are~~for ~~general~~the ~~and~~three ~~administrative~~months ~~costs~~ended ~~and~~September 30, ~~expenses~~2025, ~~incurred~~from by$18.8 ~~the~~million ~~management~~for ~~company’s~~the ~~project~~three ~~team~~months ~~that~~ended isSeptember 30, ~~managing~~2024. ~~the~~Management ~~development~~fees ofincurred by the Great Park ~~Neighborhoods.~~Venture Weare ~~also~~comprised ~~include~~of ~~amortization~~base ~~expense~~development ~~related~~management tofees ~~the~~and ~~intangible~~incentive ~~asset~~compensation ~~attributable~~fees. toIn ~~the~~general, incentive compensation ~~provisions~~fees will be paid based on a percentage of ~~the~~distributions ~~development~~made ~~management~~to ~~agreement~~holders ~~with~~of the Great Park Venture’s ~~within~~membership ~~management~~interests. ~~services~~When ~~costs~~payments ~~and~~are ~~expenses.~~deemed ~~Corporate~~probable ~~and~~of ~~non-project~~being ~~team~~made, ~~salaries~~the ~~and~~Great ~~overhead~~Park ~~are~~Venture ~~not~~recognizes ~~allocated~~the toexpense ~~management~~ratably ~~services~~over ~~costs~~the ~~and~~period ~~expenses~~services orare expected to ~~our~~be ~~reportable~~provided. ~~segments~~When ~~and~~estimates ~~are~~of ~~reported~~the inamount ~~selling,~~of ~~general~~incentive compensation probable of being paid change, ~~and~~the ~~administrative~~Great ~~costs~~Park Venture records a cumulative adjustment in the ~~condensed~~period ~~consolidated~~in ~~statements~~which ofthe ~~operations~~estimate changes. ~~Management~~The ~~services~~decrease ~~costs~~in ~~and~~management ~~expenses~~fees—related ~~decreased~~party bywas ~~$9.0~~mainly ~~million,~~attributable orto ~~79.4%,~~changes toin ~~$2.3~~the ~~million~~estimate ~~for~~of the ~~three~~amount ~~months~~of ~~ended~~incentive ~~June 30,~~compensation ~~2025,~~fees ~~from~~probable ~~$11.3~~of ~~million~~being ~~for~~paid that resulted in a cumulative adjustment recognized during the three months ended ~~June~~September 30, ~~2024.~~2025 ~~The~~that ~~decrease~~ was ~~mainly~~lower ~~attributable~~than tothe acumulative ~~decrease~~adjustment ~~in intangible asset amortization expense~~ recognized during the three months ended ~~June~~September 30, 2024, partially offset by the increase in base development management fees that began in 2025.

Selling, general, and administrative. SG&A expenses decreased by $0.8 million, or 32.2%, to $1.8 million for the three months ended June 30, 2025, from $2.6 million for the three months ended June 30, 2024. The decrease was mainly attributable to a decrease in marketing expenses and property maintenance expenses.39

Management fees—related party. Management fees decreased by $56.7 million to $7.8 million for the three months ended June 30, 2025, from $64.5 million for the three months ended June 30, 2024. Management fees incurred by the Great Park Venture are comprised of base development management fees and incentive compensation fees. In general, incentive compensation fees will be paid based on a percentage of distributions made to holders of the Great Park Venture’s membership interests. When payments are deemed probable of being made, the Great Park Venture recognizes the expense ratably over the period services are expected to be provided. When estimates of the amount of incentive compensation probable of being paid change, the Great Park Venture records a cumulative adjustment in the period in which the estimate changes. The decrease in management fees—related party was mainly attributable to changes in the estimate of the amount of incentive compensation fees probable of being paid that resulted in a cumulative adjustment recognized during the three months ended June 30, 2025 that was lower than the cumulative adjustment recognized during the three months ended June 30, 2024, partially offset by the increase in base development management fees that began in 2025.

Table of Contents

~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024

Land sales and related party land sales revenues. Land sales and related party land sales revenues increased to $~~357~~630.67 million for the ~~six~~nine months ended ~~June~~September 30, 2025, from $~~232~~293.16 million for the ~~six~~nine months ended ~~June~~September 30, 2024. The increase was primarily attributable to the recognition of revenue from the sale of land at the Great Park Neighborhoods entitled for an aggregate of ~~407~~733 homesites on 2955.39 acres during the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the recognition of revenue from the sale of 12.8 acres of commercial land atplanned ~~the~~for ~~Great~~retail ~~Park~~uses ~~Neighborhoods~~and land entitled for an aggregate of 187 homesites on 23.9 acres at the Great Park Neighborhoods during the ~~six~~nine months ended ~~June~~September 30, 2024. For the 2025 land sales, the base purchase price was $~~342~~600.63 million, and ~~197~~308 of the homesites were sold to an unaffiliated land banking entity whereby Lennar retained the option to acquire the homesites in the future from the land bank entity. The base purchase price was $25.4 million and $170.7 million for the 2024 commercial land sales and homesite land sales, respectively.

During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, revenues also included changes in estimates of variable consideration, including profit participation and price participation, from those amounts previously recorded by the Great Park Venture. During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Great Park Venture recognized $617.71 million and $2430.0 million, respectively, in profit participation revenues. During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Great Park Venture recognized additional estimated variable consideration of $813.3 million and $3666.6 million, respectively, related to prior period land sales for future price participation payments expected to be received when homes are sold to homebuyers. The increase in estimated variable consideration reflects updated pricing and absorption assumptions used to calculate expected price participation payments.

Cost of land sales. Cost of land sales for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 were $86151.21 million and $5967.01 million, respectively. The cost of land sales includes both actual and estimated future capitalized costs allocated based upon relative sales values. Since this method requires the Great Park Venture to estimate future development costs and the expected sales prices 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.

Management fee revenues. Management fee revenues are revenues generated by the management company from development management services provided to the Great Park Venture. In connection with the extension under the second renewal term, the annual fixed base fee was increased to $13.5 million beginning in 2025, which reflects an increase from the $12.0 million annual fixed base fee for 2024. The incentive compensation provisions of the development management agreement remain unchanged through the second renewal term. The decrease in management services related party revenue was mainly attributable to a decrease in variable incentive compensation revenue recognized during the ~~six~~nine months ended ~~June~~September 30, 2025, partially offset by the increase in the annual fixed base fee that began in 2025. For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, we recognized $1218.8 million and $5265.87 million, respectively, attributable to variable incentive compensation. For the ~~six~~nine months ended ~~June~~ September 30, 2024, incentive compensation revenue reflected the recording of a cumulative catch-up that resulted from changes in the estimate of the amount of incentive compensation we expected to be entitled to receive and constraints on the estimate. The incentive compensation revenue recognized during the ~~six~~nine months ended ~~June~~ September 30, 2025 do not include a significant cumulative catch-up and are mainly attributed to services provided during the period.

Management services costs and expenses. Included within management services costs and expenses are general and administrative costs and expenses incurred by the management company’s project team that is managing the development of the Great Park Neighborhoods. We also include amortization expense related to the intangible asset attributable to the incentive compensation provisions of the development management agreement with the Great Park Venture within management services costs and expenses. Corporate and non-project team salaries and overhead are not allocated to management services costs and expenses or to our reportable segments and are reported in selling, general, and administrative costs in the condensed consolidated statements of operations. Management services costs and expenses decreased by $911.84 million, or 6458.64%, to $58.41 million for the ~~six~~nine months ended ~~June~~September 30, 2025, from $1519.25 million for the ~~six~~nine months ended ~~June~~September 30, 2024. The decrease was mainly attributable to a decrease in intangible asset amortization expense recognized during the ~~six~~nine months ended ~~June~~September 30, 2025.

Selling, general, and administrative. SG&A expenses decreased by $1.06 million, or 18.48%, to $47.51 million for the ~~six~~nine months ended ~~June~~September 30, 2025, from $58.67 million for the ~~six~~nine months ended ~~June~~September 30, 2024. The decrease was mainly attributable to a decrease in marketing expenses and property maintenance expenses.

Management fees—related party. Management fees decreased by $57.0 million to $15.6 million for the six months ended June 30, 2025, from $72.6 million for the six months ended June 30, 2024. Management fees incurred by the Great Park Venture are comprised of base development management fees and incentive compensation fees. In general, incentive compensation fees will be paid based on a percentage of distributions made to holders of the Great Park Venture’s membership interests. When payments are deemed probable of being made, the Great Park Venture recognizes the expense ratably over the period services are expected to be provided. When estimates of the amount of incentive compensation probable of being paid change, the Great Park Venture records a cumulative adjustment in the period in which the estimate changes. The decrease in management fees—related party was mainly attributable to changes in the estimate of the amount of incentive compensation fees probable of being paid that resulted in a cumulative adjustment recognized during the six months ended June 30, 2025 that was lower than the cumulative adjustment recognized during the six months ended June 30, 2024, partially offset by the increase in base development management fees that began in 2025.40

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	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(in thousands)
Segment profit from operations	$	53,024	$	83,768	$	268,776	$	141,614
Less net income of management company attributed to the Great Park segment	4,629		38,836		14,119		43,553
Net income of the Great Park Venture	48,395		44,932		254,657		98,061
The Company’s share of net income of the Great Park Venture	18,148		16,850		95,496		36,773
Basis difference amortization, net	(1,456)		(1,377)		(7,950)		(3,643)
Equity in earnings from the Great Park Venture	$	16,692	$	15,473	$	87,546	$	33,130

Management fees—related party. Management fees decreased by $69.7 million to $21.7 million for the nine months ended September 30, 2025, from $91.4 million for the nine months ended September 30, 2024. Management fees incurred by the Great Park Venture are comprised of base development management fees and incentive compensation fees. In general, incentive compensation fees will be paid based on a percentage of distributions made to holders of the Great Park Venture’s membership interests. When payments are deemed probable of being made, the Great Park Venture recognizes the expense ratably over the period services are expected to be provided. When estimates of the amount of incentive compensation probable of being paid change, the Great Park Venture records a cumulative adjustment in the period in which the estimate changes. The decrease in management fees—related party was mainly attributable to changes in the estimate of the amount of incentive compensation fees probable of being paid that resulted in a cumulative adjustment recognized during the nine months ended September 30, 2025 that was lower than the cumulative adjustment recognized during the nine months ended September 30, 2024, partially offset by the increase in base development management fees that began in 2025.

The table below reconciles the Great Park segment results to the equity in earnings from our investment in the Great Park Venture that is reflected in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(in thousands)
Segment profit from operations	$	208,352	$	45,061	$	477,128	$	186,675
Less net income of management company attributed to the Great Park segment	6,718		11,659		20,837		55,212
Net income of the Great Park Venture	201,634		33,402		456,291		131,463
The Company’s share of net income of the Great Park Venture	75,613		12,526		171,109		49,299
Basis difference amortization, net	(6,065)		(438)		(14,015)		(4,081)

Equity in earnings from the Great Park Venture	$	69,548	$	12,088	$	157,094	$	45,218

Liquidity and Capital Resources

As of ~~June~~September 30, 2025, we had $~~456~~351.61 million of consolidated cash and cash equivalents, compared to $430.9 million at December 31, 2024. As of ~~June~~September 30, 2025, no funds had been drawn on and no letters of credit were outstanding on the operating company’s $125.0 million unsecured revolving credit facility. In October 2025, we extended the maturity date of our unsecured revolving credit facility to July 2029 and increased the total borrowing capacity to $217.5 million.

Our short-term cash needs consist primarily of general and administrative expenses and development expenditures at Valencia and the Candlestick and The San Francisco Shipyard communities, interest payments under our senior notes and payments under a related party reimbursement obligation. Pursuant to a reimbursement deferral agreement, principal and interest payments under our related party reimbursement obligation are deferred through December 31, 2025. ~~Additionally~~In September 2025, we ~~expect~~issued ~~the~~$450.0 ~~acquisition~~million ofin ~~the~~new ~~Hearthstone~~8.000% ~~Venture~~senior tonotes ~~close~~due inOctober 2030. We used the ~~third~~net ~~quarter~~proceeds from the issuance of ~~2025~~the new senior notes, ~~subject~~together with cash on hand, to ~~customary~~(i) ~~closing~~purchase ~~conditions~~$471.5 ~~The~~million ~~consideration~~in toprincipal beamount ~~paid~~of isthe $56523.255 million ~~(subject~~outstanding to10.500% ~~certain~~initial ~~customary~~rate ~~adjustments~~senior notes due 2028 (“2028 Notes”) ofthat ~~which~~were upvalidly tendered pursuant to a cash tender offer (the “Concurrent Tender Offer”) and (ii) redeem $352.0 million ~~may~~in beprincipal ~~satisfied~~amount of the remaining 2028 Notes that were not purchased in ~~Class~~the AConcurrent ~~common~~Tender ~~shares~~Offer by concurrently delivering and irrevocably depositing amounts with the ~~balance~~indenture trustee (the “Trust Amounts”) sufficient to befund ~~paid~~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 ~~cash~~accordance with its terms.

The development stages of our communities continue to require significant cash outlays on both a short-term and long-term basis, and we expect to invest significant amounts on continued horizontal development at Valencia over the next 12 months. We manage our development activities and expenditures to coincide with projected demand for our residential and commercial land with the objective of maintaining an appropriate level of liquidity. At Hearthstone, we expect to make meaningful co-investment contributions to our existing and new lot option funds as we invest in growing the Hearthstone management platform over the next 12 months. We typically contribute a 1% co-investment alongside our capital partners. We expect to meet our cash requirements for at least the next 12 months with available cash, distributions from our unconsolidated entities, collection of development and asset management fees, including incentive compensation, under our development management agreement with the Great Park Venture, proceeds from land sales, reimbursements from public financing and access to financing sources, including our revolving credit facility.

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Our long-term cash needs relate primarily to future horizontal development expenditures and new investments and acquisitions, along with debt service and general and administrative expenses. We budget our cash development costs on an annual basis. Budgeted amounts are subject to change due to delays or accelerations in construction or regulatory approvals, changes in inflation rates and other increases (or decreases) in costs. We may also modify our development plans or change the sequencing of our communities in response to changing economic conditions, consumer preferences and other factors, which could have a material impact on the timing and amount of our development costs. Budgeted amounts are expected to be funded through a combination of available cash, cash flows from land sales at our communities and reimbursements from public financing, including community facilities districts, tax increment financing and local, state and federal grants. Cash flows from our communities may occur in uneven patterns as cash is primarily generated by land sales and reimbursements, which can occur at various points over the life cycle of our communities.

We currently expect to have sufficient capital to fund the horizontal development of our communities in accordance with our development plan and to pursue our growth strategies for several years. The level of capital expenditures in any given year may vary due to, among other things, the number of communities or neighborhoods under development and the number of planned deliveries, which may vary based on market conditions. We may seek to raise additional capital by accessing the debt or equity capital markets or with one or more revolving or term loan facilities or other public or private financing alternatives, including entering into joint ventures. These financings may not be available on attractive terms, or at all.

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We are committed under various performance bonds and letters of credit (“LOCs”) to perform certain development activities and provide certain guarantees in the normal course of the entitlement and development process.

We had outstanding performance bonds of $~~390~~361.82 million as of ~~June~~September 30, 2025 predominantly related to our Valencia community.

At ~~June~~September 30, 2025, the San Francisco Venture had outstanding guarantees benefiting a municipal agency for infrastructure and construction of certain park and open space obligations with aggregate maximum obligations of $198.3 million.

Outstanding LOCs totaled $1.0 million at both ~~June~~September 30, 2025 and December 31, 2024. At both ~~June~~September 30, 2025 and December 31, 2024, we had $1.0 million in restricted cash and certificates of deposit securing certain of our LOCs. Additionally, under our revolving credit facility, we are able to utilize undrawn capacity to support the issuance of LOCs. As of ~~June~~September 30, 2025, no capacity under the revolving credit facility was used to support LOCs.

WeSeveral ~~are a party to a tax receivable agreement (“TRA”) with current and former holders~~ of ~~Class A units of~~ the ~~operating~~funds ~~company~~that ~~and~~ the ~~holders~~Hearthstone ~~of Class A units of the San Francisco~~ Venture. ~~The~~manages ~~TRA~~utilize ~~provides~~financing ~~for~~arrangements ~~payments by us~~ to ~~such~~partially ~~investors~~fund ~~or their successors in aggregate amounts equal to 85% of~~ the ~~cash~~acquisition ~~savings, if any, in income tax that we realize as a result~~ of ~~certain tax attributes~~land. WeThe ~~expect~~debt ~~the~~is ~~TRA~~non-recourse ~~payments~~ to ~~be substantial. However,~~ the ~~actual~~Hearthstone amount and timing of any payments under the TRA will vary depending upon a number of factors, including the timing of exchanges of Class A units of the operating company or Class A units of the San Francisco Venture, ~~the~~other ~~price~~than of our Class A common shares at the time of such exchanges, the extent to which such exchanges are taxable and our ability to use the potential tax benefits, which will depend on the amount and timing of our taxable income and the rate at which we pay income tax. As of June 30, 2025, there were no amounts expected to be payable in ~~2025 under~~ the ~~TRA.~~case ~~However, TRA payments associated with California state taxes may become payable between 2026 and 2028 as a result~~ of ~~the~~customary ~~passage~~“bad inact” ~~June~~exceptions ~~2024~~or ofbankruptcy ~~California~~or ~~Senate~~insolvency ~~Bill 167, which, in part, suspends the usage of California net operating loss deductions for tax years 2024 through 2026~~events. ~~The majority of TRA payments, however, are not expected to begin for the next several years.~~

We are a party to a tax receivable agreement (“TRA”) with current and former holders of Class A units of the operating company and the holders of Class A units of the San Francisco Venture. The TRA provides for payments by us to such investors or their successors in aggregate amounts equal to 85% of the cash savings, if any, in income tax that we realize as a result of certain tax attributes. We expect the TRA payments to be substantial. However, the actual amount and timing of any payments under the TRA will vary depending upon a number of factors, including the timing of exchanges of Class A units of the operating company or Class A units of the San Francisco Venture, the price of our Class A common shares at the time of such exchanges, the extent to which such exchanges are taxable and our ability to use the potential tax benefits, which will depend o

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