04/10/2026 | Press release | Distributed by Public on 04/10/2026 16:25
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted share units | (4) | 04/08/2026 | A | 94,500 | (5) | (5) | Class A common shares | 94,500 | $ 0 | 1,106,834 | D | ||||
| Restricted share units | (4) | 04/08/2026 | A | 126,000 | (6) | (6) | Class A common shares | 126,000 | $ 0 | 1,232,834 | D | ||||
| Restricted share units | (4) | 04/08/2026 | A | 80,000 | (7) | (7) | Class A common shares | 80,000 | $ 0 | 1,312,834 | D | ||||
| Restricted share units | (4) | 04/08/2026 | M | 33,021 | (8) | (8) | Class A common shares | 33,021 | $ 0 | 1,279,813 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Tobler Kim C/O FIVE POINT HOLDINGS, LLC 2000 FIVEPOINT, 4TH FLOOR IRVINE, CA 92618 |
See Remarks | |||
| /s/ Mike Alvarado, as attorney-in-fact | 04/10/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each restricted share unit is a contingent right to receive one Class A common share. This transaction represents the settlement of restricted share units in Class A common shares on their scheduled vesting date. |
| (2) | Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the settlement of restricted share units previously granted to the reporting person. No shares were sold by the reporting person. |
| (3) | The Class A common shares of the Company are owned by The Tobler Family Trust dated February 6, 2009. |
| (4) | Each restricted share unit is a contingent right to receive one Class A common share. |
| (5) | The restricted share units will vest in equal installments over three years on April 8, 2027, April 8, 2028 and April 8, 2029, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date. |
| (6) | The restricted share units will vest based upon the satisfaction of certain share price targets during the performance period ending February 28, 2029. |
| (7) | The restricted share units will vest based upon the satisfaction of certain share price targets during the performance period ending February 28, 2029 only if the share price exceeds $10 per share during any 20 consecutive days during the performance period. |
| (8) | This award was granted on April 8, 2025. 33,021 and 33,022 restricted share units subject to the award are scheduled to vest on each of April 8, 2027 and April 8, 2028, respectively, assuming continued employment through the applicable vesting date. |
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Remarks: Chief Financial Officer, Treasurer and Vice President |
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