Five Point Holdings, LLC

Previous wording

We reported consolidated net income of $29.9 million for the three months ended June 30, 2026, compared to net income of $8.6 million for the three months ended June 30, 2025. Our results for the quarter were primarily driven by management services revenue recognized at our Great Park and Hearthstone segments and equity in earnings from the Great Park Venture, which completed a significant land sale during the period. Selling, general and administrative (“SG&A”) expense totaled $14.3 million for the three months ended June 30, 2026. At June 30, 2026, we had $348.4 million in cash and $217.5 million available under our revolving credit facility, giving us total liquidity of $565.9 million.

Current wording

We reported consolidated net loss of $4.4 million for the three months ended September 30, 2026, compared to net income of $55.7 million for the three months ended September 30, 2025. Revenues for the quarter were primarily generated from management services at our Great Park and Hearthstone segments, as we did not close any significant land sales during the period. Selling, general and administrative (“SG&A”) expense totaled $12.5 million for the three months ended September 30, 2026. At September 30, 2026, we had $358.7 million in cash and $217.5 million available under our revolving credit facility, giving us total liquidity of $576.2 million.

Previous wording

We also continued to advance our Candlestick community, including recording subdivision maps for the next phase of development and preparing to initiate grading activities. In addition, our Hearthstone Venture continued to generate management services revenue and provide a source of capital-light growth, and as of June 30, 2026, the platform had approximately $3.4 billion in assets under management.

Current wording

During the quarter, we received $40.4 million in distributions and incentive compensation payments from the Great Park Venture. We also extended the term of our development management agreement with the Great Park Venture through December 31, 2028, pursuant to which we continue to receive a base management fee while maintaining incentive compensation at existing levels. Our Hearthstone Venture continued to generate management services revenue and provide a source of capital-light growth, and as of September 30, 2026, the platform had approximately $3.4 billion in assets under management.

Previous wording

While market conditions remained uncertain during the second quarter of 2026, with consumer affordability and mortgage rates continuing to affect the pace of new home sales, we continued to see demand for homes and homesites at both our Great Park Neighborhoods and Valencia communities, although at a more measured pace. At Valencia, our guest builders sold 78 homes during the second quarter of 2026, compared to 90 homes during the first quarter of 2026. At the Great Park Neighborhoods, guest builders sold 56 homes during the second quarter of 2026, compared to 82 homes during the first quarter of 2026.

Current wording

While market conditions remained uncertain during the third quarter of 2026, with consumer affordability and mortgage rates continuing to affect the pace of new home sales, we continued to see relatively stable absorption at both our Great Park Neighborhoods and Valencia communities. At Valencia, our guest builders sold 92 homes during the third quarter of 2026, compared to 78 homes during the second quarter of 2026. At the Great Park Neighborhoods, guest builders sold 54 homes during the third quarter of 2026, compared to 56 homes during the second quarter of 2026.

Previous wording

The following table summarizes our consolidated historical results of operations for the three and six months ended June 30, 2026 and 2025:

Current wording

The following table summarizes our consolidated historical results of operations for the three and nine months ended September 30, 2026 and 2025:

Previous wording

Revenues. Revenues increased by $6.9 million, or 33.2%, to $27.5 million for the six months ended June 30, 2026, from $20.6 million for the six months ended June 30, 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 six months ended June 30, 2026.

Current wording

Revenues. Revenues increased by $1.1 million, or 8.4%, to $14.6 million for the three months ended September 30, 2026, from $13.5 million for the three months ended September 30, 2025. The increase in revenues was primarily due to management services revenue recognized at our Hearthstone segment, which reflects three months of operations in 2026 compared to two months in 2025, partially offset by a decrease in management services revenue at our Great Park segment during the three months ended September 30, 2026.

Previous wording

Cost of management services. Cost of management services increased by $3.3 million, or 139.8%, to $5.6 million for the three months ended June 30, 2026, from $2.3 million for the three months ended June 30, 2025. The increase was primarily due to the cost of management services recognized at our new Hearthstone segment.

Current wording

Cost of management services. Cost of management services increased by $0.2 million, or 3.4%, to $5.6 million for the three months ended September 30, 2026, from $5.5 million for the three months ended September 30, 2025. The increase was primarily due to the cost of management services recognized at our Hearthstone segment, which reflects three months of operations in 2026 compared to two months in 2025.

Previous wording

Selling, general, and administrative. SG&A expenses decreased by $1.3 million, or 8.3%, to $14.3 million for the three months ended June 30, 2026, from $15.6 million for the three months ended June 30, 2025. The decrease was mainly attributable to a decrease in corporate general and administrative expenses. SG&A expenses for the three months ended June 30, 2025 also include costs associated with our acquisition of the Hearthstone Venture and pursuing other growth opportunities.

Current wording

Selling, general, and administrative. SG&A expenses decreased by $1.8 million, or 12.3%, to $12.5 million for the three months ended September 30, 2026, from $14.3 million for the three months ended September 30, 2025. The decrease was mainly attributable to a decrease in corporate general and administrative expenses.

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, within equity in (loss) earnings from unconsolidated entities on our condensed consolidated statement of operations. Our segment results for the Great Park segment present the results of the Great Park Venture at the book basis of the venture within the segment.

Previous wording

Equity in earnings from unconsolidated entities was $41.0 million for the three months ended June 30, 2026, an increase from equity in earnings of $17.1 million for the three months ended June 30, 2025. Equity in earnings for the three months ended June 30, 2026 and 2025 was primarily a result of recognizing our share of the net income generated by the Great Park Venture from land sales during each quarter.

Current wording

Equity in loss from unconsolidated entities was $2.2 million for the three months ended September 30, 2026, compared to equity in earnings of $70.1 million for the three months ended September 30, 2025. Equity in loss for the three months ended September 30, 2026 was primarily a result of recognizing our share of the net loss generated by the Great Park Venture during the quarter, and equity in earnings for the three months ended September 30, 2025 was primarily a result of recognizing our share of the net income generated by the Great Park Venture from land sales during the quarter.

Previous wording

Income taxes. Pre-tax income of $36.1 million for the three months ended June 30, 2026 resulted in a $6.2 million tax provision. Pre-tax income of $9.9 million for the three months ended June 30, 2025 resulted in a $1.3 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, 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 June 30, 2026 increased as compared to our effective tax rate for the three months ended June 30, 2025, primarily due to the increase in disallowance of executive compensation expenses not deductible for tax.

Current wording

Income taxes. Pre-tax loss of $4.4 million for the three months ended September 30, 2026 resulted in a small tax benefit. Pre-tax income of $64.9 million for the three months ended September 30, 2025 resulted in a $9.2 million tax provision. We assessed the realization of our net deferred tax asset and the need for a valuation allowance and determined that at September 30, 2026, it was more likely than not that the net deferred tax asset would be realizable, and we had no valuation allowance recorded. Our effective tax rate for the three months ended September 30, 2026 increased as compared to our effective tax rate for the three months ended September 30, 2025, primarily due to the increase in disallowance of executive compensation expenses not deductible for tax.

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 other members of the San Francisco Venture. Redeemable noncontrolling interests that contain features that may result in cash settlement include the interests held by other members in the Hearthstone Venture and its subsidiaries and Class C interests in the San Francisco Venture. Net income attributable to the noncontrolling interests on the condensed consolidated statement of operations represents the portion of earnings or losses attributable to the interests in our subsidiaries held by the noncontrolling interests.

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

Revenues. Revenues increased by $6.4 million, or 86.0%, to $13.9 million for the three months ended June 30, 2026, from $7.5 million for the three months ended June 30, 2025. The increase in revenues was primarily due to management services revenue recognized at our new Hearthstone segment and an increase in management services revenue at our Great Park segment during the three months ended June 30, 2026.

Current wording

Revenues. Revenues increased by $8.0 million, or 23.4%, to $42.1 million for the nine months ended September 30, 2026, from $34.1 million for the nine months ended September 30, 2025. The increase in revenues was primarily due to management services revenue recognized at our Hearthstone segment, which reflects nine months of operations in 2026 compared to two months in 2025, partially offset by a decrease in management services revenue at our Great Park segment during the nine months ended September 30, 2026.

Previous wording

Cost of management services. Cost of management services increased by $7.1 million, or 131.5%, to $12.5 million for the six months ended June 30, 2026, from $5.4 million for the six months ended June 30, 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.

Current wording

Cost of management services. Cost of management services increased by $7.3 million, or 67.1%, to $18.1 million for the nine months ended September 30, 2026, from $10.8 million for the nine months ended September 30, 2025. The increase was primarily due to the cost of management services recognized at our Hearthstone segment, which reflects nine months of operations in 2026 compared to two months in 2025.

Previous wording

Selling, general, and administrative. SG&A expenses decreased by $1.3 million, or 4.3%, to $29.0 million for the six months ended June 30, 2026, from $30.4 million for the six months ended June 30, 2025. The decrease was mainly attributable to a decrease in corporate general and administrative expenses and a decrease in selling expenses at our Valencia segment. SG&A expenses for the six months ended June 30, 2025 also include costs associated with our acquisition of the Hearthstone Venture and pursuing other growth opportunities.

Current wording

Selling, general, and administrative. SG&A expenses decreased by $3.1 million, or 6.9%, to $41.6 million for the nine months ended September 30, 2026, from $44.6 million for the nine months ended September 30, 2025. The decrease was mainly attributable to a decrease in corporate general and administrative expenses and a decrease in selling expenses at our Valencia segment.

Previous wording

Equity in earnings from unconsolidated entities was $40.9 million for the six months ended June 30, 2026, a decrease from equity in earnings of $88.6 million for the six months ended June 30, 2025. Equity in earnings for the six months ended June 30, 2026 and 2025 was primarily a result of recognizing our share of the net income generated by the Great Park Venture from land sales during each period.

Current wording

Equity in earnings from unconsolidated entities was $38.7 million for the nine months ended September 30, 2026, a decrease from equity in earnings of $158.7 million for the nine months ended September 30, 2025. Equity in earnings for the nine months ended September 30, 2026 and 2025 was primarily a result of recognizing our share of the net income generated by the Great Park Venture from land sales during each period.

Previous wording

Income taxes. Pre-tax income of $30.2 million for the six months ended June 30, 2026 resulted in a $5.3 million tax provision. Pre-tax income of $80.0 million for the six months ended June 30, 2025 resulted in a $10.9 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, 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 six months ended June 30, 2026 increased as compared to our effective tax rate for the six months ended June 30, 2025, primarily due to the increase in disallowance of executive compensation expenses not deductible for tax.

Current wording

Income taxes. Pre-tax income of $25.8 million for the nine months ended September 30, 2026 resulted in a $5.3 million tax provision. Pre-tax income of $144.9 million for the nine months ended September 30, 2025 resulted in a $20.1 million tax provision. We assessed the realization of our net deferred tax asset and the need for a valuation allowance and determined that at September 30, 2026, it was more likely than not that the net deferred tax asset would be realizable, and we had no valuation allowance recorded. Our effective tax rate for the nine months ended September 30, 2026 increased as compared to our effective tax rate for the nine months ended September 30, 2025, primarily due to the increase in disallowance of executive compensation expenses not deductible for tax.

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, 2026 and 2025 (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, 2026 and 2025 (in thousands):

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 recently recorded subdivision maps for the next phase of development at Candlestick and are scheduled to commence grading activities in the third quarter of 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 recently recorded subdivision maps for the next phase of development at Candlestick, and in September 2026, we held a groundbreaking ceremony to mark the commencement of the next phase of development at Candlestick. We have initiated development activities, including grading and the installation of infrastructure to support future residential and commercial development.

Previous 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 June 30, 2026, the Hearthstone Venture had $3.4 billion in assets under management, which consisted of approximately 31,000 lots with 12 separate homebuilders across 18 states.

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 September 30, 2026, the Hearthstone Venture had $3.4 billion in assets under management, which consisted of approximately 32,000 lots with 12 separate homebuilders across 19 states.

Previous wording

During the six months ended June 30, 2026, the Great Park Venture made aggregate distributions of $91.6 million to holders of percentage interests, of which we received $34.4 million for our 37.5% percentage interest.

Current wording

During the nine months ended September 30, 2026, the Great Park Venture made aggregate distributions of $176.5 million to holders of percentage interests, of which we received $66.2 million for our 37.5% percentage interest.

Previous wording

Land sales and related party land sales revenues. Land sales and related party land sales revenues increased to $161.7 million for the three months ended June 30, 2026, from $72.2 million for the three months ended June 30, 2025. The increase was primarily attributable to the recognition of revenue from the sale of 17.7 acres of commercial land planned for senior living uses at the Great Park Neighborhoods during the three months ended June 30, 2026, compared to the recognition of revenue from the sale of residential 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. The base purchase price was $159.3 million for the 2026 land sales, and the base purchase price was $63.6 million for the 2025 land sales.

Current wording

Land sales and related party land sales revenues. Land sales and related party land sales revenues decreased to $0.5 million for the three months ended September 30, 2026, from $273.1 million for the three months ended September 30, 2025. The decrease was primarily attributable to the recognition of revenue from the sale of residential land at the Great Park Neighborhoods entitled for an aggregate of 326 homesites on 26.6 acres during the three months ended September 30, 2025, compared to no land sales during the same period in 2026. For the 2025 land sales, the base purchase price was $257.7 million, and 111 of the homesites were sold to an unaffiliated land banking entity whereby Lennar retained the option to acquire the homesites in the future from the land bank entity.

Previous wording

During the three months ended June 30, 2026 and 2025, revenues also included changes in estimates of variable consideration, including profit participation and price participation, from those amounts previously recorded by the Great Park Venture. During the three months ended June 30, 2026 and 2025, the Great Park Venture recognized $2.4 million and $4.3 million, respectively, in profit participation revenues. During the three months ended June 30, 2025, the Great Park Venture recognized additional estimated variable consideration of $4.3 million for price participation related to a residential land sale that closed in 2023. As of December 31, 2025, substantially all of the homes related to the 2023 land sale had been sold to homebuyers.

Current wording

During the three months ended September 30, 2026 and 2025, revenues also included changes in estimates of variable consideration, including profit participation and price participation, from those amounts previously recorded by the Great Park Venture. During the three months ended September 30, 2026 and 2025, the Great Park Venture recognized $0.5 million and $10.4 million, respectively, in profit participation revenues. During the three months ended September 30, 2025, the Great Park Venture recognized additional estimated variable consideration of $5.0 million for price participation related to a residential land sale that closed in 2023. As of December 31, 2025, substantially all of the homes related to the 2023 land sale had been sold to homebuyers.

Previous wording

Cost of land sales. Cost of land sales for the six months ended June 30, 2026 and 2025 were $37.6 million and $86.2 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 September 30, 2026, compared to cost of land sales of $64.9 million for the three months ended September 30, 2025. The cost of land sales includes both actual and estimated future capitalized costs allocated based upon relative sales values. Since this method requires the Great Park Venture to estimate future development costs and the expected sales prices for future land sales, the profit margin on subsequent parcels sold will be affected by both changes in the estimated total revenues, as well as any changes in the estimated total cost of the project.

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”). 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 increase in management services related party revenue was mainly attributable to an increase in variable incentive compensation revenue recognized during the three months ended June 30, 2026. For the three months ended June 30, 2026 and 2025, we recognized $5.8 million and $3.6 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.

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 September 30, 2026. For the three months ended September 30, 2026 and 2025, we recognized $4.0 million and $6.1 million, respectively, attributable to variable incentive compensation, which reflects changes in the estimate of the amount of incentive compensation we expected to be entitled to receive and changes in constraints on the estimate.

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 $0.9 million, or 17.2%, to $4.5 million for the six months ended June 30, 2026, from $5.4 million for the six months ended June 30, 2025. The decrease was mainly attributable to a decrease in intangible asset amortization expense recognized during the six months ended June 30, 2026.

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 $1.1 million, or 40.4%, to $1.6 million for the three months ended September 30, 2026, from $2.7 million for the three months ended September 30, 2025. The decrease was mainly attributable to a decrease in general and administrative costs and intangible asset amortization expense recognized during the three months ended September 30, 2026.

Previous wording

Management fees—related party. Management fees increased by $1.3 million to $9.0 million for the three months ended June 30, 2026, from $7.8 million for the three months ended June 30, 2025. Management fees incurred by the Great Park Venture are comprised of base development management fees and incentive compensation fees. In general, incentive compensation fees will be paid based on a percentage of distributions made to holders of the Great Park Venture’s membership interests. When payments are deemed probable of being made, the Great Park Venture recognizes the expense ratably over the period services are expected to be provided. When estimates of the amount of incentive compensation probable of being paid change, the Great Park Venture records a cumulative adjustment in the period in which the estimate changes. The increase in management fees—related party was mainly attributable to changes in the estimate of the amount of incentive compensation fees probable of being paid that resulted in a cumulative adjustment recognized during the three months ended June 30, 2026 that was higher than the cumulative adjustment recognized during the three months ended June 30, 2025.

Current wording

Management fees—related party. Management fees increased by $1.4 million to $7.5 million for the three months ended September 30, 2026, from $6.1 million for the three months ended September 30, 2025. Management fees incurred by the Great Park Venture are comprised of base development management fees and incentive compensation fees. In general, incentive compensation fees will be paid based on a percentage of distributions made to holders of the Great Park Venture’s membership interests. When payments are deemed probable of being made, the Great Park Venture recognizes the expense ratably over the period services are expected to be provided. When estimates of the amount of incentive compensation probable of being paid change, the Great Park Venture records a cumulative adjustment in the period in which the estimate changes. The increase in management fees—related party was mainly attributable to changes in the estimate of the amount of incentive compensation fees probable of being paid that resulted in a cumulative adjustment recognized during the three months ended September 30, 2026 that was higher than the cumulative adjustment recognized during the three months ended September 30, 2025.

Previous wording

Land sales and related party land sales revenues. Land sales and related party land sales revenues decreased to $165.3 million for the six months ended June 30, 2026, from $357.6 million for the six months ended June 30, 2025. The decrease was primarily attributable to the recognition of revenue from the sale of 17.7 acres of commercial land planned for senior living uses at the Great Park Neighborhoods during the six months ended June 30, 2026, compared to the recognition of revenue from the sale of residential 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. The base purchase price was $159.3 million for the 2026 land sales. 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.

Current wording

Land sales and related party land sales revenues. Land sales and related party land sales revenues decreased to $165.8 million for the nine months ended September 30, 2026, from $630.7 million for the nine months ended September 30, 2025. The decrease was primarily attributable to the recognition of revenue from the sale of 17.7 acres of commercial land planned for senior living uses at the Great Park Neighborhoods during the nine months ended September 30, 2026, compared to the recognition of revenue from the sale of residential land at the Great Park Neighborhoods entitled for an aggregate of 733 homesites on 55.9 acres during the nine months ended September 30, 2025. The base purchase price was $159.3 million for the 2026 land sales. For the 2025 land sales, the base purchase price was $600.3 million, and 308 of the homesites were sold to an unaffiliated land banking entity whereby Lennar retained the option to acquire the homesites in the future from the land bank entity.

Previous wording

During the six months ended June 30, 2026 and 2025, revenues also included changes in estimates of variable consideration, including profit participation and price participation, from those amounts previously recorded by the Great Park Venture. During the six months ended June 30, 2026 and 2025, the Great Park Venture recognized $6.0 million and $6.7 million, respectively, in profit participation revenues. During the six months ended June 30, 2025, the Great Park Venture recognized additional estimated variable consideration of $8.3 million for price participation related to a residential land sale that closed in 2023. As of December 31, 2025, substantially all of the homes related to the 2023 land sale had been sold to homebuyers.

Current wording

During the nine months ended September 30, 2026 and 2025, revenues also included changes in estimates of variable consideration, including profit participation and price participation, from those amounts previously recorded by the Great Park Venture. During the nine months ended September 30, 2026 and 2025, the Great Park Venture recognized $6.5 million and $17.1 million, respectively, in profit participation revenues. During the nine months ended September 30, 2025, the Great Park Venture recognized additional estimated variable consideration of $13.3 million for price participation related to a residential land sale that closed in 2023. As of December 31, 2025, substantially all of the homes related to the 2023 land sale had been sold to homebuyers.

Previous wording

Cost of land sales. Cost of land sales for the three months ended June 30, 2026 and 2025 were $37.6 million and $16.0 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, 2026 and 2025 were $37.6 million and $151.1 million, respectively. The cost of land sales includes both actual and estimated future capitalized costs allocated based upon relative sales values. Since this method requires the Great Park Venture to estimate future development costs and the expected sales prices for future land sales, the profit margin on subsequent parcels sold will be affected by both changes in the estimated total revenues, as well as any changes in the estimated total cost of the project.

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. 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 six months ended June 30, 2026. For the six months ended June 30, 2026 and 2025, we recognized $9.2 million and $12.8 million, respectively, attributable to variable incentive compensation, which reflects changes in the estimate of the amount of incentive compensation we expected to be entitled to receive and changes in constraints on the estimate.

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. The annual fixed base fee is $13.5 million and the incentive compensation provisions of the development management agreement remain unchanged through the second renewal term. The decrease in management services related party revenue was mainly attributable to a decrease in variable incentive compensation revenue recognized during the nine months ended September 30, 2026. For the nine months ended September 30, 2026 and 2025, we recognized $13.3 million and $18.8 million, respectively, attributable to variable incentive compensation, which reflects changes in the estimate of the amount of incentive compensation we expected to be entitled to receive and changes in constraints on the estimate.

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 for the three months ended June 30, 2026 and 2025 were $2.4 million and $2.3 million, respectively.

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 $2.0 million, or 25.0%, to $6.1 million for the nine months ended September 30, 2026, from $8.1 million for the nine months ended September 30, 2025. The decrease was mainly attributable to a decrease in general and administrative costs and intangible asset amortization expense recognized during the nine months ended September 30, 2026.

Previous wording

Selling, general, and administrative. SG&A expenses decreased by $1.0 million, or 21.6%, to $3.6 million for the six months ended June 30, 2026, from $4.5 million for the six months ended June 30, 2025. The decrease was mainly attributable to a decrease in marketing expenses.

Current wording

Selling, general, and administrative. SG&A expenses decreased by $1.5 million, or 20.8%, to $5.6 million for the nine months ended September 30, 2026, from $7.1 million for the nine months ended September 30, 2025. The decrease was mainly attributable to a decrease in marketing expenses.

Previous wording

Management fees—related party. Management fees increased by $0.5 million to $16.1 million for the six months ended June 30, 2026, from $15.6 million for the six months ended June 30, 2025. Management fees incurred by the Great Park Venture are comprised of base development management fees and incentive compensation fees. In general, incentive compensation fees will be paid based on a percentage of distributions made to holders of the Great Park Venture’s membership interests. When payments are deemed probable of being made, the Great Park Venture recognizes the expense ratably over the period services are expected to be provided. When estimates of the amount of incentive compensation probable of being paid change, the Great Park Venture records a cumulative adjustment in the period in which the estimate changes. The increase in management fees—related party was mainly attributable to changes in the estimate of the amount of incentive compensation fees probable of being paid that resulted in a cumulative adjustment recognized during the six months ended June 30, 2026 that was higher than the cumulative adjustment recognized during the six months ended June 30, 2025.

Current wording

Management fees—related party. Management fees increased by $1.9 million to $23.7 million for the nine months ended September 30, 2026, from $21.7 million for the nine months ended September 30, 2025. Management fees incurred by the Great Park Venture are comprised of base development management fees and incentive compensation fees. In general, incentive compensation fees will be paid based on a percentage of distributions made to holders of the Great Park Venture’s membership interests. When payments are deemed probable of being made, the Great Park Venture recognizes the expense ratably over the period services are expected to be provided. When estimates of the amount of incentive compensation probable of being paid change, the Great Park Venture records a cumulative adjustment in the period in which the estimate changes. The increase in management fees—related party was mainly attributable to changes in the estimate of the amount of incentive compensation fees probable of being paid that resulted in a cumulative adjustment recognized during the nine months ended September 30, 2026 that was higher than the cumulative adjustment recognized during the nine months ended September 30, 2025.

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, 2026 and 2025.

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 and nine months ended September 30, 2026 and 2025.

Previous wording

As of June 30, 2026, we had $348.4 million of consolidated cash and cash equivalents, compared to $425.5 million at December 31, 2025. As of June 30, 2026, no funds had been drawn on and no letters of credit were outstanding on the operating company’s $217.5 million unsecured revolving credit facility.

Current wording

As of September 30, 2026, we had $358.7 million of consolidated cash and cash equivalents, compared to $425.5 million at December 31, 2025. As of September 30, 2026, no funds had been drawn on and no letters of credit were outstanding on the operating company’s $217.5 million unsecured revolving credit facility.

Previous wording

Our short-term cash needs consist primarily of general and administrative expenses and development expenditures at Valencia and the Candlestick and The San Francisco Shipyard communities, interest payments under our senior notes and payments under a related party reimbursement obligation. Pursuant to a reimbursement deferral agreement, principal and interest payments under our related party reimbursement obligation were deferred through December 31, 2025, and during the six months ended June 30, 2026, the Company paid $42.2 million in principal and $6.4 million in accrued and current interest. Reimbursement payments may be further deferred when our related party receives an extension on the maturity date of the associated EB-5 loan liability. Our related party has a history of receiving maturity date extensions, however, further extensions are not within our control and there can be no assurance that any such extensions will be obtained in the future.

Current wording

Our short-term cash needs consist primarily of general and administrative expenses and development expenditures at Valencia and the Candlestick and The San Francisco Shipyard communities, interest payments under our senior notes and payments under a related party reimbursement obligation. Pursuant to a reimbursement deferral agreement, principal and interest payments under our related party reimbursement obligation were deferred through December 31, 2025, and during the nine months ended September 30, 2026, the Company paid $43.6 million in principal and $6.6 million in accrued and current interest. Reimbursement payments may be further deferred when our related party receives an extension on the maturity date of the associated EB-5 loan liability. Our related party has a history of receiving maturity date extensions, however, further extensions are not within our control and there can be no assurance that any such extensions will be obtained in the future.

Previous wording

We had outstanding performance bonds of $484.4 million as of June 30, 2026 mostly related to our Valencia community.

Current wording

We had outstanding performance bonds of $451.4 million as of September 30, 2026 mostly related to our Valencia community.

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. During the six months ended June 30, 2026, we made total payments of $0.7 million under the TRA. Additional TRA payments associated with California state taxes may become payable between 2027 and 2028 as a result of the passage in June 2024 of California Senate Bill 167, which, in part, suspends the usage of California net operating loss deductions for tax years 2024 through 2026. The majority of TRA payments, however, are not expected to begin for the next several years.

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 nine months ended September 30, 2026, we made total payments of $0.7 million under the TRA. Additional TRA payments associated with California state taxes may become payable between 2027 and 2028 as a result of the passage in June 2024 of California Senate Bill 167, which, in part, suspends the usage of California net operating loss deductions for tax years 2024 through 2026. The majority of TRA payments, however, are not expected to begin for the next several years.

Previous wording

Cash Flows from Operating Activities. Net cash used in operating activities was $54.7 million for the six months ended June 30, 2026, compared to $14.9 million net cash used in operating activities for the six months ended June 30, 2025. Major components of operating cash used in both periods consist of our continued investment in horizontal development at our communities and SG&A costs. During the six months ended June 30, 2026, we paid $18.6 million for interest due on our 8.000% senior notes due October 2030, and during the six months ended June 30, 2025, we paid $27.5 million for interest due on our previously outstanding senior notes. Additionally, for the six months ended June 30, 2026, we paid $6.4 million for accrued and current interest due under our related party reimbursement obligation.

Current 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, 2026, we paid $18.6 million for interest due on our 8.000% senior notes due October 2030, and during the nine months ended September 30, 2025, we paid $47.4 million for interest due on our previously outstanding senior notes. Additionally, for the nine months ended September 30, 2026, we paid $6.6 million for accrued and current interest due under our related party reimbursement obligation. Included in operating cash flows during the nine months ended September 30, 2025 is $1.2 million in acquisition costs incurred and paid in connection with the Hearthstone Venture acquisition.

Previous wording

During the six months ended June 30, 2026, we received incentive compensation payments of $9.3 million under our development management agreement with the Great Park Venture. Additionally, we received a distribution of $34.4 million from the Great Park Venture, all of which is reflected as a return on our investment (operating activity) in the statement of cash flows, total distributions of $33.5 million from the Gateway Commercial Venture, of which $0.7 million is reflected as a return on our investment (operating activity) in the statement of cash flows, with the balance reflected as an investing activity and total distributions of $5.3 million mostly from funds managed by the Hearthstone Venture, of which $1.6 million is reflected as a return on our investment (operating activity) in the statement of cash flows, with the balance reflected as an investing activity. As of June 30, 2026, the Gateway Commercial Venture had no remaining operations or activities.

Current wording

During the nine months ended September 30, 2026, we received incentive compensation payments of $17.8 million under our development management agreement with the Great Park Venture. Additionally, we received total distributions of $66.2 million from the Great Park Venture, of which $36.0 million is reflected as a return on our investment (operating activity) in the statement of cash flows, with the balance reflected as an investing activity, total distributions of $33.5 million from the Gateway Commercial Venture, of which $0.7 million is reflected as a return on our investment (operating activity) in the statement of cash flows, with the balance reflected as an investing activity and total distributions of $9.4 million mostly from funds managed by the Hearthstone Venture, of which $2.1 million is reflected as a return on our investment (operating activity) in the statement of cash flows, with the balance reflected as an investing activity. As of June 30, 2026, the Gateway Commercial Venture had no remaining operations or activities.