Five Point Holdings, LLC
For the period ended Sep 30, 2025. Filed Oct 31, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Oct 31, 2025
FPH$4.26-0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-07-25.
0001574197-25-000072
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-10-31.
0001574197-25-000084
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 106 previous paragraphs and 120 current paragraphs.
49 unchanged; 54 reworded; 15 added; 3 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
•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.
Current report
During the third quarter of 2025, the new home market continued to face headwinds from high interest rates and affordability challenges. Although we did not have any land sales at our Valencia community during the third quarter, demand from builders for land at our Great Park Neighborhoods community continued to be resilient. We believe that the chronic housing supply shortage in the California markets in which our communities are located will help sustain interest from homebuyers and homebuilders in our communities.
Current report
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.
Current report
Nine Months Ended September 30, 2025 and 2024
Current report
•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.
Current report
Hearthstone Segment
Current report
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.
Current report
Nine Months Ended September 30, 2025 and 2024
Current report
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.
Current report
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 existing 10.500% initial rate senior notes. We repaid $100.0 million of our existing 7.875% senior notes due November 2025 in connection with our exchange transaction during the nine months ended September 30, 2024.
Current report
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.
Current report
Business Combinations
Current report
We account for businesses we acquire in accordance with Accounting Standards Codification Topic 805, Business Combinations. This methodology requires that assets acquired, liabilities assumed, and noncontrolling interests of the acquiree be recorded at their respective fair values on the date of acquisition.
Current report
The estimated fair value of the acquired assets, assumed liabilities, and noncontrolling interests requires significant judgments by management and are determined primarily by a discounted cash flow model. In forming such estimates, we make assumptions about revenue growth rates, margins, and customer attrition. In determining these assumptions, we utilize historical trends and data from the acquiree in addition to external market studies and trends, which generally include analysis of job and wage growth, mortgage interest rates, home prices and the supply, price and inflation rates of raw materials. The determination of fair value also requires discounting the estimated cash flows at a rate that we believe a market participant would determine to be commensurate with the inherent risks associated with the asset and related estimated cash flow streams.
Current report
We believe that the accounting related to business combinations is a critical accounting estimate because our determination of fair value uses significant judgments and estimates, including projected cash flows and selected discount rates.
Removed paragraphs (3)
Previous report
During the second quarter of 2025, the new home market saw softening in demand from homebuyers stemming in part from affordability challenges and lower consumer confidence. Notwithstanding the current environment, however, our existing communities are located in California markets that are chronically undersupplied, and there is still demand from homebuyers and homebuilders in our communities.
Previous report
Six Months Ended June 30, 2025 and 2024
Previous report
Six Months Ended June 30, 2025 and 2024
Reworded paragraphs (54)
Previous wording
•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
Current wording
•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;
Previous wording
•Five Point Communities, LP and Five Point Communities Management, Inc. (together, the “management company”), which provide development management services for the Great Park Neighborhoods.
Current wording
•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
Previous wording
We generated consolidated net income of $8.6 million for the three months ended June 30, 2025, compared to net income of $38.2 million for the three months ended June 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 30, 2025, we had $456.6 million in cash and $125.0 million available under our revolving credit facility, giving us total liquidity of $581.6 million.
Current wording
We generated consolidated net income of $55.7 million for the three months ended September 30, 2025, compared to net income of $12.3 million for the three months ended 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 September 30, 2025, we had $351.1 million in cash and $125.0 million available under our revolving credit facility, giving us total liquidity of $476.1 million.
Previous wording
The Great Park Venture, in which we have a 37.5% percentage interest and manage all aspects of the development cycle, closed a sale to a builder consisting of 82 homesites totaling 5.7 acres at the Great Park Neighborhoods in the second quarter of 2025 for a purchase price of $63.6 million. Guest builders sold a total of 112 homes at the Great Park Neighborhoods during the second quarter of 2025, compared to 233 homes during the first quarter of 2025. As of June 30, 2025, the Great Park Venture had 572 homesites under contract with home builders, which are expected to close in the second half of 2025.
Current wording
The Great Park Venture, in which we have a 37.5% percentage interest and manage all aspects of the development cycle, closed land sales to four builders consisting of 326 homesites totaling 26.6 acres at the Great Park Neighborhoods in the third quarter of 2025 for an aggregate base purchase price of $257.7 million. Guest builders sold a total of 187 homes at the Great Park Neighborhoods during the third quarter of 2025, compared to 112 homes during the second quarter of 2025. As of September 30, 2025, the Great Park Venture had 246 homesites under contract with home builders, which are expected to close either in the fourth quarter of 2025 or by mid-2026.
Previous wording
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 half of 2025 and are working with builders on two residential land sales. At Valencia, our guest builders sold 47 homes during the second quarter of 2025, compared to 69 homes during the first quarter of 2025.
Current wording
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 fourth 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 50 homes during the third quarter of 2025, compared to 47 homes during the second quarter of 2025.
Previous wording
In June 2025, we entered into a a definitive agreement to acquire a controlling interest in a newly formed entity that will 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 new entity, Hearthstone Residential Holdings, LLC (the “Hearthstone Venture”), 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.
Current wording
In July 2025, we closed the acquisition of a 75% interest in a new land banking venture (the “Hearthstone Venture”) that holds 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, for an aggregate cash purchase price of $57.6 million. This acquisition represents a strategic partnership designed to expand access to flexible, off-balance sheet capital for homebuilders pursuing land-light strategies.
Previous wording
The following table summarizes our consolidated historical results of operations for the three and six months ended June 30, 2025 and 2024:
Current wording
The following table summarizes our consolidated historical results of operations for the three and nine months ended September 30, 2025 and 2024:
Previous wording
Revenues. Revenues decreased by $43.7 million, or 85.4%, to $7.5 million for the three months ended June 30, 2025, from $51.2 million for the three months ended June 30, 2024. The decrease in revenues was primarily due to a decrease in management services revenue at our Great Park segment during the three months ended June 30, 2025.
Current wording
Revenues. Revenues decreased by $3.5 million, or 20.7%, to $13.5 million for the three months ended September 30, 2025, from $17.0 million for the three months ended 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 September 30, 2025.
Previous wording
Cost of management services. Cost of management services decreased by $9.0 million, or 79.4%, to $2.3 million for the three months ended June 30, 2025, from $11.3 million for the three months ended June 30, 2024. The decrease was primarily due to a decrease in intangible asset amortization expense at our Great Park segment.
Current wording
Cost of management services. Cost of management services increased by $1.2 million, or 28.2%, to $5.5 million for the three months ended September 30, 2025, from $4.3 million for the three months ended September 30, 2024. The 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.
Previous wording
Selling, general, and administrative. SG&A expenses increased by $3.4 million, or 27.9%, to $15.6 million for the three months ended June 30, 2025, from $12.2 million for the three months ended June 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 other growth opportunities.
Current wording
Selling, general, and administrative. SG&A expenses increased by $2.4 million, or 20.0%, to $14.3 million for the three months ended September 30, 2025, from $11.9 million for the three months ended September 30, 2024. The increase was mainly attributable to costs associated with our acquisition of the Hearthstone Venture and an increase in corporate general and administrative expenses including share-based compensation expense.
Previous wording
Equity in earnings from unconsolidated entities was $17.1 million for the three months ended June 30, 2025, an increase from equity in earnings of $15.5 million for the three months ended June 30, 2024. Equity in earnings for the three months ended June 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.
Current wording
Equity in earnings from unconsolidated entities was $70.1 million for the three months ended September 30, 2025, an increase from equity in earnings of $12.0 million for the three months ended September 30, 2024. Equity in earnings for the three months ended 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.
Previous wording
Income taxes. Pre-tax income of $9.9 million for the three months ended June 30, 2025 resulted in a $1.3 million tax provision. Pre-tax income of $44.1 million for the three months ended June 30, 2024 resulted in a $5.9 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 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 30, 2025 was substantially similar to our effective tax rate for the three months ended June 30, 2024.
Current wording
Income taxes. Pre-tax income of $64.9 million for the three months ended September 30, 2025 resulted in a $9.2 million tax provision. Pre-tax income of $14.2 million for the three months ended September 30, 2024 resulted in a $1.9 million tax provision. We assessed the realization of our net deferred tax asset and the need for a valuation allowance and determined that at 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 September 30, 2025 was substantially similar to our effective tax rate for the three months ended September 30, 2024.
Previous wording
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. Net income attributable to the noncontrolling interests on the condensed consolidated statement of operations represents the portion of income or losses attributable to the interests in our subsidiaries held by the noncontrolling interests.
Current wording
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 statements of operations represents the portion of income or losses attributable to these interests in our subsidiaries.
Previous wording
Revenues. Revenues decreased by $40.5 million, or 66.3%, to $20.6 million for the six months ended June 30, 2025, from $61.1 million for the six months ended June 30, 2024. The decrease in revenues was primarily due to a decrease in management services revenue at our Great Park segment during the six months ended June 30, 2025.
Current wording
Revenues. Revenues decreased by $44.0 million, or 56.3%, to $34.1 million for the nine months ended September 30, 2025, from $78.1 million for the nine months ended 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 nine months ended September 30, 2025.
Previous wording
Cost of management services. Cost of management services decreased by $9.8 million, or 64.6%, to $5.4 million for the six months ended June 30, 2025, from $15.2 million for the six months ended June 30, 2024. The decrease was primarily due to a decrease in intangible asset amortization expense at our Great Park segment.
Current wording
Cost of management services. Cost of management services decreased by $8.6 million, or 44.3%, to $10.8 million for the nine months ended September 30, 2025, from $19.5 million for the nine months ended 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.
Previous wording
Selling, general, and administrative. SG&A expenses increased by $5.2 million, or 20.9%, to $30.4 million for the six months ended June 30, 2025, from $25.1 million for the six months ended June 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 other growth opportunities.
Current wording
Selling, general, and administrative. SG&A expenses increased by $7.6 million, or 20.6%, to $44.6 million for the nine months ended September 30, 2025, from $37.0 million for the nine months ended 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 acquisition of the Hearthstone Venture and pursuing other growth opportunities.
Previous wording
Equity in earnings from unconsolidated entities was $88.6 million for the six months ended June 30, 2025, an increase from equity in earnings of $33.1 million for the six months ended June 30, 2024. Equity in earnings for the six months ended June 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.
Current wording
Equity in earnings from unconsolidated entities was $158.7 million for the nine months ended September 30, 2025, an increase from equity in earnings of $45.1 million for the nine months ended September 30, 2024. Equity in earnings for the nine months ended 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.
Previous wording
Income taxes. Pre-tax income of $80.0 million for the six months ended June 30, 2025 resulted in a $10.9 million tax provision. Pre-tax income of $51.1 million for the six months ended June 30, 2024 resulted in a $6.8 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 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 months ended June 30, 2025 was substantially similar to our effective tax rate for the six months ended June 30, 2024.
Current wording
Income taxes. Pre-tax income of $144.9 million for the nine months ended September 30, 2025 resulted in a $20.1 million tax provision. Pre-tax income of $65.4 million for the nine months ended September 30, 2024 resulted in a $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 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 nine months ended September 30, 2025 was substantially similar to our effective tax rate for the nine months ended September 30, 2024.
Previous wording
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. Net income attributable to the noncontrolling interests on the condensed consolidated statement of operations represents the portion of income or losses attributable to the interests in our subsidiaries held by the noncontrolling interests.
Current wording
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 statements of operations represents the portion of income or losses attributable to these interests in our subsidiaries.
Previous wording
Our reportable operating segments include our three community segments, Valencia, San Francisco and Great Park:
Current wording
Our reportable operating segments include our three community segments, Valencia, San Francisco and Great Park, and our Hearthstone segment:
Previous wording
•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.
Current wording
•Our Valencia segment includes operating results related to the Valencia community and agricultural operations in Los Angeles and Ventura Counties, California.
Previous wording
The following tables reconcile the results of operations of our segments to our consolidated results for the three and six months ended June 30, 2025 and 2024 (in thousands):
Current wording
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):
Previous wording
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 30, 2025 had sold 9,090 homesites (including 853 affordable homesites).
Current wording
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 September 30, 2025 had sold 9,416 homesites (including 853 affordable homesites).
Previous wording
During the six months ended June 30, 2025, the Great Park Venture made aggregate distributions of $300.9 million to holders of percentage interests, of which we received $112.9 million for our 37.5% percentage interest.
Current wording
During the nine months ended September 30, 2025, the Great Park Venture made aggregate distributions of $517.3 million to holders of percentage interests, of which we received $194.0 million for our 37.5% percentage interest.
Previous wording
Land sales and related party land sales revenues. Land sales and related party land sales revenues increased to $357.6 million for the six months ended June 30, 2025, from $232.1 million for the six months ended June 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 homesites on 29.3 acres during the six months ended June 30, 2025, compared to the recognition of revenue from the sale of land at the Great Park Neighborhoods entitled for an aggregate of 187 homesites on 23.9 acres during the six months ended June 30, 2024. For the 2025 land sales, the base purchase price was $342.6 million, and 197 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 $170.7 million for the 2024 land sales.
Current wording
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.
Previous wording
During the three months ended June 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 June 30, 2025 and 2024, the Great Park Venture recognized $4.3 million and $6.4 million, respectively, in profit participation revenues. During the three months ended June 30, 2025 and 2024, the Great Park Venture recognized additional estimated variable consideration of $4.3 million and $36.6 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.
Current wording
During the three 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.
Previous wording
Cost of land sales. Cost of land sales for the three months ended June 30, 2025 and 2024 were $16.0 million and $29.0 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.
Current wording
Cost of land sales. Cost of land sales for the three months ended September 30, 2025 and 2024 were $64.9 million and $8.1 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.
Previous wording
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”). 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 three months ended June 30, 2025, partially offset by the increase in the annual fixed base fee that began in 2025. For the three months ended June 30, 2025 and 2024, we recognized $3.6 million and $47.2 million, respectively, attributable to variable incentive compensation. For the three months ended June 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 three months ended June 30, 2025 do not include a significant cumulative catch-up and are mainly attributed to services provided during the period.
Current wording
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”). 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 three months ended September 30, 2025, partially offset by the increase in the annual fixed base fee that began in 2025. For the three months ended September 30, 2025 and 2024, we recognized $6.1 million and $12.9 million, respectively, attributable to variable incentive compensation. For the three months ended 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 three months ended September 30, 2025 do not include a significant cumulative catch-up and are mainly attributed to services provided during the period.
Previous wording
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 $9.0 million, or 79.4%, to $2.3 million for the three months ended June 30, 2025, from $11.3 million for the three months ended June 30, 2024. The decrease was mainly attributable to a decrease in intangible asset amortization expense recognized during the three months ended June 30, 2025.
Current wording
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 $1.5 million, or 36.2%, to $2.7 million for the three months ended September 30, 2025, from $4.3 million for the three months ended September 30, 2024. The decrease was mainly attributable to a decrease in intangible asset amortization expense recognized during the three months ended September 30, 2025.
Previous wording
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.
Current wording
Selling, general, and administrative. SG&A expenses decreased by $0.6 million, or 19.5%, to $2.5 million for the three months ended September 30, 2025, from $3.1 million for the three months ended September 30, 2024. The decrease was mainly attributable to a decrease in marketing expenses and property maintenance expenses.
Previous wording
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.
Current wording
Management fees—related party. Management fees decreased by $12.7 million to $6.1 million for the three months ended September 30, 2025, from $18.8 million for the three 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 three months ended September 30, 2025 that was lower than the cumulative adjustment recognized during the three months ended September 30, 2024, partially offset by the increase in base development management fees that began in 2025.
Previous wording
Land sales and related party land sales revenues. Land sales and related party land sales revenues decreased to $72.2 million for the three months ended June 30, 2025, from $139.4 million for the three months ended June 30, 2024. The decrease was primarily attributable to the recognition of revenue from the sale of land at the Great Park Neighborhoods entitled for an aggregate of 82 homesites on 5.7 acres during the three months ended June 30, 2025, compared to the recognition of revenue from the sale of land at the Great Park Neighborhoods entitled for an aggregate of 105 homesites on 12.3 acres during the three months ended June 30, 2024. The base purchase price was $63.6 million for the 2025 land sales, and the base purchase price was $96.1 million for the 2024 land sales.
Current wording
Land sales and related party land sales revenues. Land sales and related party land sales revenues increased to $630.7 million for the nine months ended September 30, 2025, from $293.6 million for the nine 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 733 homesites on 55.9 acres during the nine 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 and land entitled for an aggregate of 187 homesites on 23.9 acres at the Great Park Neighborhoods during the nine months ended September 30, 2024. 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. The base purchase price was $25.4 million and $170.7 million for the 2024 commercial land sales and homesite land sales, respectively.
Previous wording
During the six months ended June 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 months ended June 30, 2025 and 2024, the Great Park Venture recognized $6.7 million and $24.0 million, respectively, in profit participation revenues. During the six months ended June 30, 2025 and 2024, the Great Park Venture recognized additional estimated variable consideration of $8.3 million and $36.6 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.
Current wording
During the nine 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 nine months ended September 30, 2025 and 2024, the Great Park Venture recognized $17.1 million and $30.0 million, respectively, in profit participation revenues. During the nine months ended September 30, 2025 and 2024, the Great Park Venture recognized additional estimated variable consideration of $13.3 million and $66.6 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.
Previous wording
Cost of land sales. Cost of land sales for the six months ended June 30, 2025 and 2024 were $86.2 million and $59.0 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.
Current wording
Cost of land sales. Cost of land sales for the nine months ended September 30, 2025 and 2024 were $151.1 million and $67.1 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.
Previous wording
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 months ended June 30, 2025, partially offset by the increase in the annual fixed base fee that began in 2025. For the six months ended June 30, 2025 and 2024, we recognized $12.8 million and $52.8 million, respectively, attributable to variable incentive compensation. For the six months ended June 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 months ended June 30, 2025 do not include a significant cumulative catch-up and are mainly attributed to services provided during the period.
Current wording
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 nine months ended September 30, 2025, partially offset by the increase in the annual fixed base fee that began in 2025. For the nine months ended September 30, 2025 and 2024, we recognized $18.8 million and $65.7 million, respectively, attributable to variable incentive compensation. For the nine months ended 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 nine months ended September 30, 2025 do not include a significant cumulative catch-up and are mainly attributed to services provided during the period.
Previous wording
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 $9.8 million, or 64.6%, to $5.4 million for the six months ended June 30, 2025, from $15.2 million for the six months ended June 30, 2024. The decrease was mainly attributable to a decrease in intangible asset amortization expense recognized during the six months ended June 30, 2025.
Current wording
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 $11.4 million, or 58.4%, to $8.1 million for the nine months ended September 30, 2025, from $19.5 million for the nine months ended September 30, 2024. The decrease was mainly attributable to a decrease in intangible asset amortization expense recognized during the nine months ended September 30, 2025.
Previous wording
Selling, general, and administrative. SG&A expenses decreased by $1.0 million, or 18.4%, to $4.5 million for the six months ended June 30, 2025, from $5.6 million for the six months ended June 30, 2024. The decrease was mainly attributable to a decrease in marketing expenses and property maintenance expenses.
Current wording
Selling, general, and administrative. SG&A expenses decreased by $1.6 million, or 18.8%, to $7.1 million for the nine months ended September 30, 2025, from $8.7 million for the nine months ended September 30, 2024. The decrease was mainly attributable to a decrease in marketing expenses and property maintenance expenses.
Previous wording
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.
Current wording
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.
Previous wording
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 six months ended June 30, 2025 and 2024.
Current wording
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.
Previous wording
As of June 30, 2025, we had $456.6 million of consolidated cash and cash equivalents, compared to $430.9 million at December 31, 2024. As of June 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.
Current wording
As of September 30, 2025, we had $351.1 million of consolidated cash and cash equivalents, compared to $430.9 million at December 31, 2024. As of 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.
Showing the first 40 of 54 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
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, 2025, we paid $47.4 million for interest due on our 7.875% senior notes due November 2025 and 10.500% initial rate senior notes due January 2028. 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.
Current report — wording carried from elsewhere
During the nine months ended September 30, 2024, we received total distributions of $86.2 million from the Great Park Venture, of which $41.0 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.