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8-KAccepted Sep 30, 5:15 PM ET

Five Point Holdings Extends Development Management Agreement Through 2028

FPHFive Point Holdings, LLC

Accepted (ET)

5:15 PM

Sep 30, 2026

Filed

Sep 30, 2026

Documents

12

Size

181.4 KB

Summary

Five Point Holdings Extends Development Management Agreement Through 2028

Updated

What Happened

  • Five Point Holdings, LLC reported that on September 29, 2026 it extended the term of its Development Management Agreement (DMA) with Heritage Fields El Toro, LLC (HFET) for the Great Park Neighborhoods community through December 31, 2028. The extension was effected by a fourth amendment dated September 25, 2026 to the DMA originally dated April 21, 2017.
  • The agreement continues to have Five Point subsidiaries (Five Point Communities Management, Inc.; Five Point Operating Company, LP; and Five Point Communities, LP) manage, operate, develop and sell HFET-owned properties at Great Park Neighborhoods. Five Point is an indirect member of the joint venture (the Great Park Venture) that owns HFET.

Key Details

  • Term extended: DMA renewal through December 31, 2028 (previous termination date: Dec. 31, 2026).
  • Annual base fee: $13.5 million, paid monthly (no change from current base fee).
  • Incentive compensation: 9% of any distributions made by the Great Park Venture to holders of its percentage interests during the Third Renewal Term.
  • If not extended beyond Dec. 31, 2028: HFET will pay an incentive compensation payment based on cash available for distribution at that date, and FP Inc. remains entitled to future incentive payments at a reduced 6.75% rate on distributions thereafter.

Why It Matters

  • The amendment preserves a stable, material management fee ($13.5M annually) and keeps Five Point positioned to earn additional incentive compensation tied to distributions from the Great Park Venture, supporting near-term cash flow visibility.
  • Investors should note the continued economic link between Five Point and the Great Park Venture—ongoing incentive payments provide upside if the venture makes distributions, while the post-2028 reduced rate and lump-sum provision could affect longer-term fee income if the agreement is not further extended. This item was reported as a material definitive agreement (8-K Item 1.01).

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