Five Point Holdings, LLC

Previous wording

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, 2025, approximately 62.8% of the operating company. The operating company directly or indirectly owns equity interests in:

Current wording

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 March 31, 2026, approximately 65.4% of the operating company. The operating company directly or indirectly owns equity interests in:

Previous wording

•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 wording

•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.

Previous wording

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

Current wording

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.

Previous wording

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

Current wording

The following table summarizes our consolidated historical results of operations for the three months ended March 31, 2026 and 2025:

Previous 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.

Current wording

Revenues. Revenues increased by $0.4 million, or 3.2%, to $13.6 million for the three months ended March 31, 2026, from $13.2 million for the three months ended March 31, 2025. The increase in revenues was primarily due to management services revenue recognized at our new Hearthstone segment, partially offset by a decrease in management services revenue at our Great Park segment during the three months ended March 31, 2026.

Previous 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.

Current wording

Cost of management services. Cost of management services increased by $3.8 million, or 125.2%, to $6.9 million for the three months ended March 31, 2026, from $3.1 million for the three months ended March 31, 2025. 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

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.

Current wording

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 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.

Previous 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.

Current wording

Equity in loss from unconsolidated entities was $0.1 million for the three months ended March 31, 2026, a decrease from equity in earnings of $71.4 million for the three months ended March 31, 2025. Equity in loss for the three months ended March 31, 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 March 31, 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.

Previous 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.

Current wording

Income taxes. Pre-tax loss of $5.9 million for the three months ended March 31, 2026 resulted in a $0.9 million tax benefit. Pre-tax income of $70.1 million for the three months ended March 31, 2025 resulted in a $9.5 million tax provision. We assessed the realization of our net deferred tax asset and the need for a valuation allowance and determined that at March 31, 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 March 31, 2026 increased slightly as compared to our effective tax rate for the three months ended March 31, 2025 primarily due to the increase in disallowance of executive compensation expenses not deductible for tax.

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. 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.

Current wording

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.

Previous wording

•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 wording

•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.

Previous 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):

Current wording

The following tables reconcile the results of operations of our segments to our consolidated results for the three months ended March 31, 2026 and 2025 (in thousands):

Previous wording

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

Current wording

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 March 31, 2026 we had sold 3,088 homesites.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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.

Previous wording

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 wording

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 March 31, 2026, the Hearthstone Venture had $3.4 billion in assets under management, which consisted of approximately 30,000 lots with 12 separate homebuilders across 17 states.

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 September 30, 2025 had sold 9,416 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 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 March 31, 2026, had sold 9,603 homesites (including 853 affordable homesites).

Previous 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.

Current wording

Land sales and related party land sales revenues. Land sales and related party land sales revenues decreased to $3.6 million for the three months ended March 31, 2026, from $285.4 million for the three months ended March 31, 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 325 homesites on 23.6 acres during the three months ended March 31, 2025, compared to no land sales during the same period in 2026. For the 2025 land sales, the base purchase price was $278.9 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.

Previous 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.

Current wording

During the three months ended March 31, 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 March 31, 2026 and 2025, the Great Park Venture recognized $3.6 million and $2.4 million, respectively, in profit participation revenues. During the three months ended March 31, 2025, the Great Park Venture recognized additional estimated variable consideration of $4.0 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.

Previous 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.

Current wording

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 March 31, 2026, compared to cost of land sales of $70.2 million for the three months ended March 31, 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.

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 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.

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”). 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 March 31, 2026. For the three months ended March 31, 2026 and 2025, we recognized $3.5 million and $9.2 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.

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 $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.

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 $1.0 million, or 31.0%, to $2.1 million for the three months ended March 31, 2026, from $3.1 million for the three months ended March 31, 2025. The decrease was mainly attributable to a decrease in intangible asset amortization expense recognized during the three months ended March 31, 2026.

Previous 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.

Current wording

Selling, general, and administrative. SG&A expenses decreased by $1.6 million, or 58.3%, to $1.2 million for the three months ended March 31, 2026, from $2.8 million for the three months ended March 31, 2025. 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 $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.

Current wording

Management fees—related party. Management fees decreased by $0.7 million to $7.1 million for the three months ended March 31, 2026, from $7.9 million for the three months ended March 31, 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 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 March 31, 2026 that was lower than the cumulative adjustment recognized during the three months ended March 31, 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 nine months ended September 30, 2025 and 2024.

Current wording

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 months ended March 31, 2026 and 2025.

Previous 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.

Current wording

As of March 31, 2026, we had $332.6 million of consolidated cash and cash equivalents, compared to $425.5 million at December 31, 2025. As of March 31, 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.

Previous wording

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

Current wording

The development stages of our communities continue to require significant cash outlays on both a short-term and long-term basis, and we expect to invest significant amounts on continued horizontal development at Valencia over the next 12 months. We manage our development activities and expenditures to coincide with projected demand for our residential and commercial land with the objective of maintaining an appropriate level of liquidity. At Hearthstone, we expect to make 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.

Previous wording

We had outstanding performance bonds of $361.2 million as of September 30, 2025 predominantly related to our Valencia community.

Current wording

We had outstanding performance bonds of $347.6 million as of March 31, 2026 predominantly related to our Valencia community.

Previous wording

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

Current wording

At March 31, 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.

Previous wording

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. As of September 30, 2025, there were no amounts expected to be payable in 2025 under the TRA. However, TRA payments associated with California state taxes may become payable between 2026 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.

Current wording

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 three months ended March 31, 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.

Previous wording

The following table outlines the primary components of net cash provided by (used in) operating, investing and financing activities (in thousands):

Current wording

The following table outlines the primary components of net cash (used in) provided by operating, investing and financing activities (in thousands):

Previous wording

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 wording

Cash Flows from Operating Activities. Net cash used in operating activities was $44.5 million for the three months ended March 31, 2026, compared to $56.7 million net cash provided by operating activities for the three months ended March 31, 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 three months ended March 31, 2026, we paid $6.2 million for accrued and current interest due under our related party reimbursement obligation.

Previous wording

During the nine months ended September 30, 2024, we received incentive compensation payments of $23.2 million under our development management agreement with the Great Park Venture. Additionally, we received total distributions of $86.2 million from the Great Park Venture, of which $45.2 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.

Current wording

During the three months ended March 31, 2026, we received total distributions of $2.8 million mostly from funds managed by the Hearthstone Venture, of which $0.9 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.

Previous wording

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.

Current wording

During the three months ended March 31, 2025, we received incentive compensation payments of $30.4 million under our development management agreement with the Great Park Venture. Additionally, we received total distributions of $112.9 million from the Great Park Venture, of which $70.9 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.

Previous wording

Cash Flows from Investing Activities. Net cash used in investing activities was $15.9 million for the nine months ended September 30, 2025, compared to $41.2 million net cash provided by investing activities for the nine months ended September 30, 2024.

Current wording

Cash Flows from Investing Activities. Net cash used in investing activities was $0.3 million for the three months ended March 31, 2026, compared to $42.5 million net cash provided by investing activities for the three months ended March 31, 2025.

Previous wording

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 to funds managed by the Hearthstone Venture.

Current wording

During the three months ended March 31, 2026, we received total distributions of $2.8 million mostly from funds managed by the Hearthstone Venture, of which $1.9 million is reflected as a return of our investment (investing activity) in the statement of cash flows. During the three months ended March 31, 2026, we co-invested $2.1 million to funds managed by the Hearthstone Venture.

Previous wording

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.

Current wording

During the three months ended March 31, 2025, we received total distributions of $112.9 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.

Previous wording

Cash Flows from Financing Activities. Net cash used in financing activities was $89.4 million for the nine months ended September 30, 2025, compared to $102.9 million net cash used in financing activities for the nine months ended September 30, 2024.

Current wording

Cash Flows from Financing Activities. Net cash used in financing activities was $48.2 million for the three months ended March 31, 2026, compared to $1.8 million net cash used in financing activities for the three months ended March 31, 2025.

Previous wording

For the nine months ended September 30, 2025 and 2024, in accordance with the operating company’s limited partnership agreement, we made noncontrolling interest tax distributions of $3.1 million and $1.6 million, respectively, and we used $1.8 million and $0.8 million, respectively, to net settle share-based compensation awards with employees for tax withholding purposes.

Current wording

For the three months ended March 31, 2026 and 2025, we used $6.1 million and $1.8 million, respectively, to net settle share-based compensation awards with employees for tax withholding purposes. We also made payments of $40.1 million to reduce our related party reimbursement obligation and $0.7 million under our tax receivable agreement during the three months ended March 31, 2026.

Previous wording

During the nine months ended September 30, 2025, our 62.8% ownership percentage in the operating company increased slightly primarily due to our issuance of shared-based compensation in the form of 0.1 million restricted Class A common shares and 0.7 million restricted share units that were settled for Class A common shares, partially offset by our reacquisition of approximately 0.3 million of such Class A common shares from employees for income tax withholding purposes upon vesting. 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.

Current wording

During the three months ended March 31, 2026, our 65.4% ownership percentage in the operating company increased slightly primarily due to 2.4 million restricted share units that were settled for Class A common shares, partially offset by our reacquisition of approximately 1.1 million of such Class A common shares from employees for income tax withholding purposes upon vesting. 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.