Five Point Holdings, LLC 8-K

What Happened

• On February 6, 2026, Five Point Holdings, LLC announced it issued warrants to certain affiliates of Blue Owl Capital Inc. to buy up to 1,500,000 Class A common shares at an exercise price of $7.00 per share. If fully vested and exercised, the Warrant Shares would represent about 1% dilution on a fully diluted basis.
• The warrants were issued in connection with the formation of a new residential land‑banking investment partnership between Five Point’s Hearthstone Residential Holdings platform and funds managed by Blue Owl. Vesting depends on the Warrantholders’ cumulative capital contributions to the partnership over the next five years, with contribution thresholds starting at $500 million and rising in stages to $1.7 billion.
• Each warrant is exercisable (in whole or part) for cash through the fifth anniversary of issuance, includes customary anti‑dilution adjustments and transfer limits (transfers generally require company consent), and was issued without cash payment to Five Point. The company expects any exercise proceeds to be used for general corporate and working capital purposes. A press release about the partnership and the warrants was filed as an exhibit on February 10, 2026.

Key Details

• Warrants issued: up to 1,500,000 Class A common shares.
• Exercise price: $7.00 per share; exercise window: up to 5 years from issuance.
• Potential dilution: ~1% on a fully diluted basis if fully vested and exercised.
• Vesting tied to partnership capital contributions: thresholds from $500M to $1.7B over five years.

Why It Matters

• The impact on existing shareholders is limited in scale—about 1% potential dilution if all warrants vest and are exercised—but is contingent on large future capital contributions to the partnership.
• The arrangement aligns incentives between Five Point and Blue Owl for the new land‑banking strategy: Blue Owl’s economic participation (and warrant vesting) depends on funding the partnership.
• Investors should note the warrants were issued in a private transaction (unregistered) and include transfer restrictions; any future share issuance would only occur if warrants vest and are exercised, bringing cash into the company for general purposes.