五点控股 2024年度报告

Form10-K (Mark One) OR Five Point Holdings, LLC Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of common shares held by non-affiliates of the registrant as of June 28, 2024, the last business day of the registrant’s most recentlycompleted second fiscal quarter, based on the closing sale price per share as reported by the New York Stock Exchange on such date, was approximately $172.9million. As of February14, 2025,69,478,342Class A common shares and79,233,544Class B common shares were outstanding.DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for the 2025 Annual Meeting of Shareholders are incorporated herein by reference in Part III of this Annual Reporton Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’sfiscal year ended December31, 2024. FIVE POINT HOLDINGS, LLC TABLE OF CONTENTS FORM 10-K PART I.ITEM 1.Business1ITEM 1A.Risk Factors9ITEM 1B.Unresolved Staff Comments20ITEM 1C.Cybersecurity20ITEM 2.Properties21ITEM 3.Legal Proceedings22ITEM 4.Mine Safety Disclosures22PART II.ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities22ITEM 6.[Reserved]23ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations24ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk37ITEM 8.Financial Statements and Supplementary Data39ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure77ITEM 9A.Controls and Procedures77ITEM 9B.Other Information79ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections79PART III.ITEM 10.Directors, Executive Officers and Corporate Governance79ITEM 11.Executive Compensation79ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters79ITEM 13.Certain Relationships and Related Transactions, and Director Independence79ITEM 14.Principal Accountant Fees and Services79PART IV.ITEM 15.Exhibits and Financial Statement Schedules80ITEM 16.Form 10-K Summary85 SignaturesFinancial Statement Schedules CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements that are subject to risks and uncertainties. These statements concern expectations,beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts.When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “p