FivePoint Holdings LLC
10/23/2026 | Press release | Distributed by Public on 10/23/2026 15:04
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
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, 2025. "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, 2025, 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 September 30, 2026, approximately 65.3% 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;
•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 providing asset management services to land banking funds (the "Hearthstone Funds") that are primarily focused on acquiring, developing and managing residential lot option programs. 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, the Gateway Commercial Venture and the Hearthstone Funds. 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. The Hearthstone Venture generally has between a 1% and 3% interest in an individual Hearthstone Fund and accounts for such interest using the equity method.
Operational Highlights
We reported consolidated net loss of $4.4 million for the three months ended September 30, 2026, compared to net income of $55.7 million for the three months ended September 30, 2025. Revenues for the quarter were primarily generated from management services at our Great Park and Hearthstone segments, as we did not close any significant land sales during the period. Selling, general and administrative ("SG&A") expense totaled $12.5 million for the three months ended September 30, 2026. At September 30, 2026, we had $358.7 million in cash and $217.5 million available under our revolving credit facility, giving us total liquidity of $576.2 million.
During the quarter, we received $40.4 million in distributions and incentive compensation payments from the Great Park Venture. We also extended the term of our development management agreement with the Great Park Venture through December 31, 2028, pursuant to which we continue to receive a base management fee while maintaining incentive compensation at existing levels. Our Hearthstone Venture continued to generate management services revenue and provide a source of capital-light growth, and as of September 30, 2026, the platform had approximately $3.4 billion in assets under management.
At Valencia, we made significant progress on an important entitlement initiative that substantially expands our future development opportunities. In September 2026, the Los Angeles County Board of Supervisors confirmed the approval of our Homestead South village, which encompasses approximately 1,752 acres and is planned for over 3,600 homesites. Following this approval, we now have more than 6,600 homesites in Los Angeles County with approved subdivision maps and are working to obtain
further approvals that would provide us a total of approximately 10,000 entitled homesites. At Candlestick in San Francisco, we marked a major milestone with the groundbreaking for the next phase of development activities, which will include grading and installation of infrastructure to support future residential, commercial and community uses.
While market conditions remained uncertain during the third quarter of 2026, with consumer affordability and mortgage rates continuing to affect the pace of new home sales, we continued to see relatively stable absorption at both our Great Park Neighborhoods and Valencia communities. At Valencia, our guest builders sold 92 homes during the third quarter of 2026, compared to 78 homes during the second quarter of 2026. At the Great Park Neighborhoods, guest builders sold 54 homes during the third quarter of 2026, compared to 56 homes during the second quarter of 2026.
In light of current housing market conditions and the more measured pace of homebuyer demand, we may elect to defer certain land sales previously anticipated to close in the fourth quarter of 2026. We continue to work with our builder partners to evaluate the timing and structure of land sales while focusing on maximizing the long-term value of our land portfolio.
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.
The following table summarizes our consolidated historical results of operations for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
|
Statement of Operations Data
|
|||||||||||||||||||||||
|
Revenues
|
|||||||||||||||||||||||
|
Land sales
|
$ | - | $ | (12) | $ | (211) | $ | 70 | |||||||||||||||
|
Land sales-related party
|
- | - | (1,211) | - | |||||||||||||||||||
|
Management services-related party
|
13,932 | 12,826 | 41,628 | 32,336 | |||||||||||||||||||
|
Operating properties
|
683 | 674 | 1,892 | 1,712 | |||||||||||||||||||
|
Total revenues
|
14,615 | 13,488 | 42,098 | 34,118 | |||||||||||||||||||
|
Costs and expenses
|
|||||||||||||||||||||||
|
Land sales
|
- | - | - | - | |||||||||||||||||||
|
Management services
|
5,642 | 5,455 | 18,123 | 10,846 | |||||||||||||||||||
|
Operating properties
|
1,512 | 1,631 | 4,697 | 4,891 | |||||||||||||||||||
|
Selling, general, and administrative
|
12,537 | 14,294 | 41,580 | 44,645 | |||||||||||||||||||
|
Total costs and expenses
|
19,691 | 21,380 | 64,400 | 60,382 | |||||||||||||||||||
| Other income | |||||||||||||||||||||||
|
Interest income
|
2,796 | 4,484 | 8,722 | 13,501 | |||||||||||||||||||
| Loss on debt extinguishment | - | (1,824) | - | (1,824) | |||||||||||||||||||
|
Miscellaneous
|
69 | 8 | 713 | 804 | |||||||||||||||||||
| Total other income | 2,865 | 2,668 | 9,435 | 12,481 | |||||||||||||||||||
| Equity in (loss) earnings from unconsolidated entities | (2,183) | 70,137 | 38,702 | 158,721 | |||||||||||||||||||
| (Loss) income before income tax benefit (provision) | (4,394) | 64,913 | 25,835 | 144,938 | |||||||||||||||||||
| Income tax benefit (provision) | 4 | (9,199) | (5,261) | (20,062) | |||||||||||||||||||
| Net (loss) income | (4,390) | 55,714 | 20,574 | 124,876 | |||||||||||||||||||
| Less net (loss) income attributable to noncontrolling interests | (1,810) | 34,643 | 14,520 | 77,201 | |||||||||||||||||||
| Net (loss) income attributable to the company | $ | (2,580) | $ | 21,071 | $ | 6,054 | $ | 47,675 | |||||||||||||||
Three Months Ended September 30, 2026 and 2025
Revenues. Revenues increased by $1.1 million, or 8.4%, to $14.6 million for the three months ended September 30, 2026, from $13.5 million for the three months ended September 30, 2025. The increase in revenues was primarily due to management services revenue recognized at our Hearthstone segment, which reflects three months of operations in 2026 compared to two months in 2025, partially offset by a decrease in management services revenue at our Great Park segment during the three months ended September 30, 2026.
Cost of management services. Cost of management services increased by $0.2 million, or 3.4%, to $5.6 million for the three months ended September 30, 2026, from $5.5 million for the three months ended September 30, 2025. The increase was primarily due to the cost of management services recognized at our Hearthstone segment, which reflects three months of operations in 2026 compared to two months in 2025.
Selling, general, and administrative. SG&A expenses decreased by $1.8 million, or 12.3%, to $12.5 million for the three months ended September 30, 2026, from $14.3 million for the three months ended September 30, 2025. The decrease was mainly attributable to a decrease in corporate general and administrative expenses.
Equity in (loss) 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, within equity in (loss) 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 loss from unconsolidated entities was $2.2 million for the three months ended September 30, 2026, compared to equity in earnings of $70.1 million for the three months ended September 30, 2025. Equity in loss for the three months ended September 30, 2026 was primarily a result of recognizing our share of the net loss generated by the Great Park Venture during the quarter, and equity in earnings for the three months ended September 30, 2025 was primarily a result of recognizing our share of the net income generated by the Great Park Venture from land sales during the quarter.
Income taxes. Pre-tax loss of $4.4 million for the three months ended September 30, 2026 resulted in a small tax benefit. Pre-tax income of $64.9 million for the three months ended September 30, 2025 resulted in a $9.2 million tax provision. We assessed the realization of our net deferred tax asset and the need for a valuation allowance and determined that at September 30, 2026, 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 September 30, 2026 increased as compared to our effective tax rate for the three months ended September 30, 2025, primarily due to the increase in disallowance of executive compensation expenses not deductible for tax.
Net (loss) 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 other 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 (loss) income attributable to the noncontrolling interests on the condensed consolidated statement of operations represents the portion of earnings or losses attributable to the interests in our subsidiaries held by the noncontrolling interests.
Nine Months Ended September 30, 2026 and 2025
Revenues. Revenues increased by $8.0 million, or 23.4%, to $42.1 million for the nine months ended September 30, 2026, from $34.1 million for the nine months ended September 30, 2025. The increase in revenues was primarily due to management services revenue recognized at our Hearthstone segment, which reflects nine months of operations in 2026 compared to two months in 2025, partially offset by a decrease in management services revenue at our Great Park segment during the nine months ended September 30, 2026.
Cost of management services. Cost of management services increased by $7.3 million, or 67.1%, to $18.1 million for the nine months ended September 30, 2026, from $10.8 million for the nine months ended September 30, 2025. The increase was primarily due to the cost of management services recognized at our Hearthstone segment, which reflects nine months of operations in 2026 compared to two months in 2025.
Selling, general, and administrative. SG&A expenses decreased by $3.1 million, or 6.9%, to $41.6 million for the nine months ended September 30, 2026, from $44.6 million for the nine months ended September 30, 2025. The decrease was mainly attributable to a decrease in corporate general and administrative expenses and a decrease in selling expenses at our Valencia segment.
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 $38.7 million for the nine months ended September 30, 2026, a decrease from equity in earnings of $158.7 million for the nine months ended September 30, 2025. Equity in earnings for the nine months ended September 30, 2026 and 2025 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 $25.8 million for the nine months ended September 30, 2026 resulted in a $5.3 million tax provision. Pre-tax income of $144.9 million for the nine months ended September 30, 2025 resulted in a $20.1 million tax provision. We assessed the realization of our net deferred tax asset and the need for a valuation allowance and determined that at September 30, 2026, 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 nine months ended September 30, 2026 increased as compared to our effective tax rate for the nine months ended September 30, 2025, primarily due to the increase in disallowance of executive compensation expenses not deductible for tax.
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 other 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 of operations represents the portion of earnings or losses attributable to the interests in our subsidiaries held by the noncontrolling interests.
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 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.
•Our Hearthstone segment includes the operating results for the Hearthstone Venture, which owns and operates our residential asset 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, 2026 and 2025 (in thousands):
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 | $ | - | $ | - | $ | 506 | $ | - | $ | 506 | $ | - | $ | 506 | $ | (506) | $ | - | |||||||||||||||||||||||||||||||||||
| Land sales-related party | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
|
Management services-related party(2)
|
- | - | 7,410 | 6,522 | 13,932 | - | 13,932 | - | 13,932 | ||||||||||||||||||||||||||||||||||||||||||||
| Operating properties | 493 | 190 | - | - | 683 | - | 683 | - | 683 | ||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | 493 | 190 | 7,916 | 6,522 | 15,121 | - | 15,121 | (506) | 14,615 | ||||||||||||||||||||||||||||||||||||||||||||
| COSTS AND EXPENSES: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land sales | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
|
Management services(2)
|
- | - | 1,618 | 4,024 | 5,642 | - | 5,642 | - | 5,642 | ||||||||||||||||||||||||||||||||||||||||||||
| Operating properties | 1,512 | - | - | - | 1,512 | - | 1,512 | - | 1,512 | ||||||||||||||||||||||||||||||||||||||||||||
| Selling, general, and administrative | 1,680 | 1,121 | 2,043 | - | 4,844 | 9,736 | 14,580 | (2,043) | 12,537 | ||||||||||||||||||||||||||||||||||||||||||||
| Management fees-related party | - | - | 7,519 | - | 7,519 | - | 7,519 | (7,519) | - | ||||||||||||||||||||||||||||||||||||||||||||
| Total costs and expenses | 3,192 | 1,121 | 11,180 | 4,024 | 19,517 | 9,736 | 29,253 | (9,562) | 19,691 | ||||||||||||||||||||||||||||||||||||||||||||
| OTHER INCOME: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | - | - | 1,967 | 33 | 2,000 | 2,763 | 4,763 | (1,967) | 2,796 | ||||||||||||||||||||||||||||||||||||||||||||
| Miscellaneous | 69 | - | - | - | 69 | - | 69 | - | 69 | ||||||||||||||||||||||||||||||||||||||||||||
| Total other income | 69 | - | 1,967 | 33 | 2,069 | 2,763 | 4,832 | (1,967) | 2,865 | ||||||||||||||||||||||||||||||||||||||||||||
| EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES | 19 | - | - | 456 | 475 | - | 475 | (2,658) | (2,183) | ||||||||||||||||||||||||||||||||||||||||||||
| SEGMENT (LOSS) PROFIT/LOSS BEFORE INCOME TAX BENEFIT | (2,611) | (931) | (1,297) | 2,987 | (1,852) | (6,973) | (8,825) | 4,431 | (4,394) | ||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAX BENEFIT | - | - | - | - | - | 4 | 4 | - | 4 | ||||||||||||||||||||||||||||||||||||||||||||
| SEGMENT (LOSS) PROFIT/NET LOSS | $ | (2,611) | $ | (931) | $ | (1,297) | $ | 2,987 | $ | (1,852) | $ | (6,969) | $ | (8,821) | $ | 4,431 | $ | (4,390) | |||||||||||||||||||||||||||||||||||
(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.
(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.
| 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.
(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.
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 | $ | (211) | $ | - | $ | 165,784 | $ | - | $ | 165,573 | $ | - | $ | 165,573 | $ | (165,784) | $ | (211) | |||||||||||||||||||||||||||||||||||
| Land sales-related party | (1,211) | - | - | - | (1,211) | - | (1,211) | - | (1,211) | ||||||||||||||||||||||||||||||||||||||||||||
|
Management services-related party(2)
|
- | - | 23,398 | 18,230 | 41,628 | - | 41,628 | - | 41,628 | ||||||||||||||||||||||||||||||||||||||||||||
| Operating properties | 1,345 | 547 | - | - | 1,892 | - | 1,892 | - | 1,892 | ||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | (77) | 547 | 189,182 | 18,230 | 207,882 | - | 207,882 | (165,784) | 42,098 | ||||||||||||||||||||||||||||||||||||||||||||
| COSTS AND EXPENSES: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land sales | - | - | 37,622 | - | 37,622 | - | 37,622 | (37,622) | - | ||||||||||||||||||||||||||||||||||||||||||||
|
Management services(2)
|
- | - | 6,080 | 12,043 | 18,123 | - | 18,123 | - | 18,123 | ||||||||||||||||||||||||||||||||||||||||||||
| Operating properties | 4,697 | - | - | - | 4,697 | - | 4,697 | - | 4,697 | ||||||||||||||||||||||||||||||||||||||||||||
| Selling, general, and administrative | 6,532 | 4,108 | 5,605 | - | 16,245 | 30,940 | 47,185 | (5,605) | 41,580 | ||||||||||||||||||||||||||||||||||||||||||||
| Management fees-related party | - | - | 23,665 | - | 23,665 | - | 23,665 | (23,665) | - | ||||||||||||||||||||||||||||||||||||||||||||
| Total costs and expenses | 11,229 | 4,108 | 72,972 | 12,043 | 100,352 | 30,940 | 131,292 | (66,892) | 64,400 | ||||||||||||||||||||||||||||||||||||||||||||
| OTHER INCOME: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | - | 2 | 5,456 | 66 | 5,524 | 8,654 | 14,178 | (5,456) | 8,722 | ||||||||||||||||||||||||||||||||||||||||||||
| Miscellaneous | 713 | - | - | - | 713 | - | 713 | - | 713 | ||||||||||||||||||||||||||||||||||||||||||||
| Total other income | 713 | 2 | 5,456 | 66 | 6,237 | 8,654 | 14,891 | (5,456) | 9,435 | ||||||||||||||||||||||||||||||||||||||||||||
| EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES | 538 | - | - | 1,547 | 2,085 | 661 | 2,746 | 35,956 | 38,702 | ||||||||||||||||||||||||||||||||||||||||||||
| SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION | (10,055) | (3,559) | 121,666 | 7,800 | 115,852 | (21,625) | 94,227 | (68,392) | 25,835 | ||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAX PROVISION | - | - | - | - | - | (5,261) | (5,261) | - | (5,261) | ||||||||||||||||||||||||||||||||||||||||||||
| SEGMENT (LOSS) PROFIT/NET INCOME | $ | (10,055) | $ | (3,559) | $ | 121,666 | $ | 7,800 | $ | 115,852 | $ | (26,886) | $ | 88,966 | $ | (68,392) | $ | 20,574 | |||||||||||||||||||||||||||||||||||
(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.
(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.
| 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 | $ | 70 | $ | - | $ | 630,717 | $ | - | $ | 630,787 | $ | - | $ | 630,787 | $ | (630,717) | $ | 70 | |||||||||||||||||||||||||||||||||||
| Land sales-related party | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
|
Management services-related party(2)
|
- | - | 28,942 | 3,394 | 32,336 | - | 32,336 | - | 32,336 | ||||||||||||||||||||||||||||||||||||||||||||
| Operating properties | 1,190 | 522 | - | - | 1,712 | - | 1,712 | - | 1,712 | ||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | 1,260 | 522 | 659,659 | 3,394 | 664,835 | - | 664,835 | (630,717) | 34,118 | ||||||||||||||||||||||||||||||||||||||||||||
| COSTS AND EXPENSES: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land sales | - | - | 151,121 | - | 151,121 | - | 151,121 | (151,121) | - | ||||||||||||||||||||||||||||||||||||||||||||
|
Management services(2)
|
- | - | 8,105 | 2,741 | 10,846 | - | 10,846 | - | 10,846 | ||||||||||||||||||||||||||||||||||||||||||||
| Operating properties | 4,891 | - | - | - | 4,891 | - | 4,891 | - | 4,891 | ||||||||||||||||||||||||||||||||||||||||||||
| Selling, general, and administrative | 8,629 | 3,534 | 7,073 | - | 19,236 | 32,482 | 51,718 | (7,073) | 44,645 | ||||||||||||||||||||||||||||||||||||||||||||
| Management fees-related party | - | - | 21,749 | - | 21,749 | - | 21,749 | (21,749) | - | ||||||||||||||||||||||||||||||||||||||||||||
| Total costs and expenses | 13,520 | 3,534 | 188,048 | 2,741 | 207,843 | 32,482 | 240,325 | (179,943) | 60,382 | ||||||||||||||||||||||||||||||||||||||||||||
| OTHER INCOME (EXPENSE): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | - | 20 | 5,517 | 7 | 5,544 | 13,474 | 19,018 | (5,517) | 13,501 | ||||||||||||||||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | - | - | - | - | - | (1,824) | (1,824) | - | (1,824) | ||||||||||||||||||||||||||||||||||||||||||||
| Miscellaneous | 804 | - | - | - | 804 | - | 804 | - | 804 | ||||||||||||||||||||||||||||||||||||||||||||
| Total other income | 804 | 20 | 5,517 | 7 | 6,348 | 11,650 | 17,998 | (5,517) | 12,481 | ||||||||||||||||||||||||||||||||||||||||||||
| EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES | 425 | - | - | 174 | 599 | 1,028 | 1,627 | 157,094 | 158,721 | ||||||||||||||||||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||||||||||||
(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.
(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 currently include up to approximately 21,000 homesites and approximately 9.3 million square feet of commercial space. The actual commercial square footage and number of homesites are subject to change as we further refine our development plans to optimize land values. 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 September 30, 2026 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 recently recorded subdivision maps for the next phase of development at Candlestick, and in September 2026, we held a groundbreaking ceremony to mark the commencement of the next phase of development at Candlestick. We have initiated development activities, including grading and the installation of infrastructure to support future residential and commercial development.
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. 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 have further material impacts on 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 12 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 management platform providing capital solutions to the U.S. homebuilding industry, primarily through land banking. The Hearthstone Venture's operations include managing funds that acquire fully entitled residential land parcels and enter into option and development agreements with U.S. homebuilders. The funds then engage the homebuilders to complete the horizontal development of the land, after which the homebuilders acquire the fully developed homesites from the funds pursuant to the option agreements. The Hearthstone Venture manages these lot option programs across multiple U.S. markets, working with capital partners consisting of state employee pension plans and institutional and private equity. The Hearthstone Venture sources projects mainly from large U.S. publicly-traded homebuilders. The Hearthstone Venture receives asset management fees and under some arrangements may also receive performance fees upon achievement of stipulated investor returns. We completed our acquisition of the Hearthstone Venture on July 31, 2025. As of September 30, 2026, the Hearthstone Venture had $3.4 billion in assets under management, which consisted of approximately 32,000 lots with 12 separate homebuilders across 19 states.
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 11,800 homesites and approximately 4.1 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 September 30, 2026, had sold 9,643 homesites (including 893 affordable homesites).
During the nine months ended September 30, 2026, the Great Park Venture made aggregate distributions of $176.5 million to holders of percentage interests, of which we received $66.2 million for our 37.5% percentage interest.
Three Months Ended September 30, 2026 and 2025
Land sales and related party land sales revenues. Land sales and related party land sales revenues decreased to $0.5 million for the three months ended September 30, 2026, from $273.1 million for the three months ended September 30, 2025. The decrease was primarily attributable to the recognition of revenue from the sale of residential 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 no land sales during the same period in 2026. 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.
During the three months ended September 30, 2026 and 2025, 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, 2026 and 2025, the Great Park Venture recognized $0.5 million and $10.4 million, respectively, in profit participation revenues. During the three months ended September 30, 2025, the Great Park Venture recognized additional estimated variable consideration of $5.0 million for price participation related to a residential land sale that closed in 2023. As of December 31, 2025, substantially all of the homes related to the 2023 land sale had been sold to homebuyers.
Cost of land sales. The Great Park Venture closed no land sales and therefore had no cost of land sales for the three months ended September 30, 2026, compared to cost of land sales of $64.9 million for the three months ended September 30, 2025. 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 September 2024, the development management agreement with the Great Park Venture was renewed by mutual agreement of the parties through December 31, 2026 (the "second renewal term"). The annual fixed base fee is $13.5 million and 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 September 30, 2026. For the three months ended September 30, 2026 and 2025, we recognized $4.0 million and $6.1 million, respectively, attributable to variable incentive compensation, which reflects changes in the estimate of the amount of incentive compensation we expected to be entitled to receive and changes in constraints on the estimate.
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 $1.1 million, or 40.4%, to $1.6 million for the three months ended September 30, 2026, from $2.7 million for the three months ended September 30, 2025. The decrease was mainly attributable to a decrease in general and administrative costs and intangible asset amortization expense recognized during the three months ended September 30, 2026.
Management fees-related party. Management fees increased by $1.4 million to $7.5 million for the three months ended September 30, 2026, from $6.1 million for the three months ended September 30, 2025. 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 increase 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 September 30, 2026 that was higher than the cumulative adjustment recognized during the three months ended September 30, 2025.
Nine Months Ended September 30, 2026 and 2025
Land sales and related party land sales revenues. Land sales and related party land sales revenues decreased to $165.8 million for the nine months ended September 30, 2026, from $630.7 million for the nine months ended September 30, 2025. The decrease was primarily attributable to the recognition of revenue from the sale of 17.7 acres of commercial land planned for senior living uses at the Great Park Neighborhoods during the nine months ended September 30, 2026, compared to the recognition of revenue from the sale of residential land at the Great Park Neighborhoods entitled for an aggregate of 733 homesites on 55.9 acres during the nine months ended September 30, 2025. The base purchase price was $159.3 million for the 2026 land sales. For the 2025 land sales, the base purchase price was $600.3 million, and 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.
During the nine months ended September 30, 2026 and 2025, 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 nine months ended September 30, 2026 and 2025, the Great Park Venture recognized $6.5 million and $17.1 million, respectively, in profit participation revenues. During the nine months ended September 30, 2025, the Great Park Venture recognized additional estimated variable consideration of $13.3 million for price participation related to a residential land sale that closed in 2023. As of December 31, 2025, substantially all of the homes related to the 2023 land sale had been sold to homebuyers.
Cost of land sales. Cost of land sales for the nine months ended September 30, 2026 and 2025 were $37.6 million and $151.1 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. The annual fixed base fee is $13.5 million and 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 nine months ended September 30, 2026. For the nine months ended September 30, 2026 and 2025, we recognized $13.3 million and $18.8 million, respectively, attributable to variable incentive compensation, which reflects changes in the estimate of the amount of incentive compensation we expected to be entitled to receive and changes in constraints on the estimate.
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 $2.0 million, or 25.0%, to $6.1 million for the nine months ended September 30, 2026, from $8.1 million for the nine months ended September 30, 2025. The decrease was mainly attributable to a decrease in general and administrative costs and intangible asset amortization expense recognized during the nine months ended September 30, 2026.
Selling, general, and administrative. SG&A expenses decreased by $1.5 million, or 20.8%, to $5.6 million for the nine months ended September 30, 2026, from $7.1 million for the nine months ended September 30, 2025. The decrease was mainly attributable to a decrease in marketing expenses.
Management fees-related party. Management fees increased by $1.9 million to $23.7 million for the nine months ended September 30, 2026, from $21.7 million for the nine months ended September 30, 2025. 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 increase 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, 2026 that was higher than the cumulative adjustment recognized during the nine months ended September 30, 2025.
The table below reconciles the Great Park segment results to the equity in (loss) 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, 2026 and 2025.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Segment (loss) profit from operations | $ | (1,297) | $ | 208,352 | $ | 121,666 | $ | 477,128 | |||||||||||||||
|
Less net income of management company attributed to the Great Park segment
|
5,792 | 6,718 | 17,318 | 20,837 | |||||||||||||||||||
| Net (loss) income of the Great Park Venture | (7,089) | 201,634 | 104,348 | 456,291 | |||||||||||||||||||
| The Company's share of net (loss) income of the Great Park Venture | (2,658) | 75,613 | 39,131 | 171,109 | |||||||||||||||||||
| Basis difference amortization, net | - | (6,065) | (3,175) | (14,015) | |||||||||||||||||||
| Equity in (loss) earnings from the Great Park Venture | $ | (2,658) | $ | 69,548 | $ | 35,956 | $ | 157,094 | |||||||||||||||
Liquidity and Capital Resources
As of September 30, 2026, we had $358.7 million of consolidated cash and cash equivalents, compared to $425.5 million at December 31, 2025. As of September 30, 2026, no funds had been drawn on and no letters of credit were outstanding on the operating company's $217.5 million unsecured revolving credit facility.
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 were deferred through December 31, 2025, and during the nine months ended September 30, 2026, the Company paid $43.6 million in principal and $6.6 million in accrued and current interest. Reimbursement payments may be further deferred when our related party receives an extension on the maturity date of the associated EB-5 loan liability. Our related party has a history of receiving maturity date extensions, however, further extensions are not within our control and there can be no assurance that any such extensions will be obtained in the future.
In 2026, our board of directors authorized a share repurchase of up to $40.0 million of our Class A common shares. Repurchases may be made at management's discretion from time to time on the open market, through privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in accordance with applicable securities laws and other restrictions, including Rule 10b-18 under the Exchange Act. The share repurchase program has no expiration date and may be modified, suspended for periods or discontinued at any time and does not obligate the Company to repurchase any shares. The timing and total amount of share repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing share prices and other considerations. The Company expects to fund repurchases with existing cash balances and cash flow from operations. As of September 30, 2026, $36.9 million remained available for future share repurchases under the authorization.
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 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 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 management fees, including incentive compensation, under our development management agreement with the Great Park Venture, asset management fees at the Hearthstone Venture, proceeds from land sales, reimbursements from public financing and access to financing sources, including our revolving credit facility.
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.
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 $451.4 million as of September 30, 2026 mostly related to our Valencia community.
At September 30, 2026, 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 $198.9 million.
Outstanding LOCs totaled $1.0 million at both September 30, 2026 and December 31, 2025. At both September 30, 2026 and December 31, 2025, 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 September 30, 2026, no capacity under the revolving credit facility was used to support LOCs.
Several of the funds that the Hearthstone Venture manages 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.
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 on the amount and timing of our taxable income and the rate at which we pay income tax. During the nine months ended September 30, 2026, we made total payments of $0.7 million under the TRA. Additional TRA payments associated with California state taxes may become payable between 2027 and 2028 as a result of the passage in June 2024 of California Senate Bill 167, which, in part, suspends the usage of California net operating loss deductions for tax years 2024 through 2026. The majority of TRA payments, however, are not expected to begin for the next several years.
Summary of Cash Flows
The following table outlines the primary components of net cash (used in) provided by operating, investing and financing activities (in thousands):
|
Nine Months Ended September 30, |
|||||||||||
| 2026 | 2025 | ||||||||||
|
Operating activities
|
$ | (73,362) | $ | 25,522 | |||||||
|
Investing activities
|
63,647 | (15,889) | |||||||||
|
Financing activities
|
(57,115) | (89,381) | |||||||||
Cash Flows from Operating Activities. Net cash used in operating activities was $73.4 million for the nine months ended September 30, 2026, compared to $25.5 million net cash provided by operating activities for the nine months ended September 30,
2025. Major components of operating cash used in both periods consist of our continued investment in horizontal development at our communities and SG&A costs. During the nine months ended September 30, 2026, we paid $18.6 million for interest due on our 8.000% senior notes due October 2030, and during the nine months ended September 30, 2025, we paid $47.4 million for interest due on our previously outstanding senior notes. Additionally, for the nine months ended September 30, 2026, we paid $6.6 million for accrued and current interest due under our related party reimbursement obligation. Included in operating cash flows during the nine months ended September 30, 2025 is $1.2 million in acquisition costs incurred and paid in connection with the Hearthstone Venture acquisition.
During the nine months ended September 30, 2026, we received incentive compensation payments of $17.8 million under our development management agreement with the Great Park Venture. Additionally, we received total distributions of $66.2 million from the Great Park Venture, of which $36.0 million is reflected as a return on our investment (operating activity) in the statement of cash flows, with the balance reflected as an investing activity, total distributions of $33.5 million from the Gateway Commercial Venture, of which $0.7 million is reflected as a return on our investment (operating activity) in the statement of cash flows, with the balance reflected as an investing activity and total distributions of $9.4 million mostly from funds managed by the Hearthstone Venture, of which $2.1 million is reflected as a return on our investment (operating activity) in the statement of cash flows, with the balance reflected as an investing activity. As of June 30, 2026, the Gateway Commercial Venture had no remaining operations or activities.
During the nine months ended September 30, 2025, we received incentive compensation payments of $52.3 million under our development management agreement with the Great Park Venture. Additionally, we received total distributions of $194.0 million from the Great Park Venture, of which $152.0 million is reflected as a return on our investment (operating activity) in the statement of cash flows with the balance reflected as an investing activity.
Cash Flows from Investing Activities. Net cash provided by investing activities was $63.6 million for the nine months ended September 30, 2026, compared to $15.9 million net cash used in investing activities for the nine months ended September 30, 2025.
During the nine months ended September 30, 2026, we received total distributions of $66.2 million from the Great Park Venture, of which $30.2 million is reflected as a return of our investment (investing activity) in the statement of cash flows, with the balance reflected as an operating activity, total distributions of $33.5 million from the Gateway Commercial Venture, of which $32.8 million is reflected as a return of our investment (investing activity) in the statement of cash flows, with the balance reflected as an operating activity and total distributions of $9.4 million mostly from funds managed by the Hearthstone Venture, of which $7.2 million is reflected as a return of our investment (investing activity) in the statement of cash flows, with the balance reflected as an operating activity. As of June 30, 2026, the Gateway Commercial Venture had no remaining operations or activities. Additionally, during the nine months ended September 30, 2026, we co-invested $6.4 million in funds managed by the Hearthstone Venture.
During the nine months ended September 30, 2025, we received total distributions of $194.0 million from the Great Park Venture, of which $42.0 million is reflected as a return of our investment (investing activity) in the statement of cash flows, with the balance reflected as an operating activity. During the nine months ended September 30, 2025, we paid $55.1 million, net of cash acquired, to acquire a 75% controlling financial interest in the Hearthstone Venture, and subsequent to the acquisition, we co-invested $4.9 million in funds managed by the Hearthstone Venture.
Cash Flows from Financing Activities. Net cash used in financing activities was $57.1 million for the nine months ended September 30, 2026, compared to $89.4 million net cash used in financing activities for the nine months ended September 30, 2025.
During the nine months ended September 30, 2026, we used $3.1 million to repurchase our Class A common shares from the open market. For the nine months ended September 30, 2026 and 2025, we used $6.5 million and $1.8 million, respectively, to net settle share-based compensation awards with employees for tax withholding purposes. We also made payments of $43.6 million to reduce our related party reimbursement obligation, $0.7 million under our tax receivable agreement and $2.7 million in distributions to redeemable noncontrolling interests during the nine months ended September 30, 2026.
During the nine months ended September 30, 2025, we issued $450.0 million in new 8.000% senior notes due October 2030 and paid debt issuance costs of $6.0 million. Using the net proceeds of the issuance, together with cash on hand, we used $528.5 million to either purchase or redeem and satisfy and discharge all of the previously outstanding 10.500% initial rate senior notes. For the nine months ended September 30, 2025, in accordance with the operating company's limited partnership agreement, we made noncontrolling interest tax distributions of $3.1 million.
Changes in Capital Structure
During the nine months ended September 30, 2026, our 65.3% ownership percentage in the operating company increased slightly primarily due to our issuance of share-based compensation in the form of 0.1 million restricted Class A common shares and 2.5 million restricted share units that were settled for Class A common shares, partially offset by our reacquisition of approximately 1.2 million of such Class A common shares from employees for income tax withholding purposes upon vesting and the repurchase of approximately 0.6 million Class A common shares from the open market. The issuances and settlements resulted in the operating company issuing to us an equal number of Class A units of the operating company or retiring an equal number of Class A units of the operating company that we previously held.
The table below summarizes outstanding Class A units of the operating company and Class A units of the San Francisco Venture (redeemable on a one-for-one basis for Class A units of the operating company) held by us and held by noncontrolling interest members at September 30, 2026 and December 31, 2025.
| September 30, 2026 | December 31, 2025 | ||||||||||
| Class A units of the operating company: | |||||||||||
| Held by us | 71,920,334 | 71,100,768 | |||||||||
| Held by noncontrolling interest members | 38,226,137 | 38,226,137 | |||||||||
| 110,146,471 | 109,326,905 | ||||||||||
| Class A units of the San Francisco Venture held by noncontrolling interest members | 37,870,273 | 37,870,273 | |||||||||
| 148,016,744 | 147,197,178 | ||||||||||
At September 30, 2026, we had 76,096,410 Class B common shares outstanding that were held by the noncontrolling interest members of the operating company and the Class A unitholders of the San Francisco Venture. The Class B common shares will automatically convert to Class A common shares at a ratio of 0.0003 Class A common shares for each Class B common share. The conversions will occur when the holders of Class A units of the operating company, including Class A units that have been issued upon redemption of Class A units of the San Francisco Venture, are redeemed for, at our election, either our Class A common shares or cash.
Critical Accounting Estimates
There have been no significant changes to our critical accounting estimates during the nine months ended September 30, 2026 as compared to those disclosed in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," which is presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
FivePoint Holdings LLC published this content on October 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 23, 2026 at 21:04 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]