# Five Point Holdings, LLC: Form 10-Q for the period ended Jun 30, 2025

- Company: [Five Point Holdings, LLC](/companies/fph.md) (CIK 1574197)
- Form: 10-Q
- Filed: 2025-07-25
- Accepted by EDGAR: Jul 24, 2025, 21:02 ET
- Period: 2025-06-30
- Accession: 0001574197-25-000072
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1574197/000157419725000072/fph-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1574197/000157419725000072/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $7.0m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $19.8m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Selling, general and administrative | 3 months, 2025-04-01 to 2025-06-30 | $15.6m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2025-01-01 to 2025-06-30 | $30.4m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | $1.3m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-01-01 to 2025-06-30 | $10.9m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | $3.3m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | $26.6m | us-gaap:NetIncomeLoss |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | −$14.9m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2025-01-01 to 2025-06-30 | $98.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-06-30 | $456.6m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2025-06-30 | $3.16bn | us-gaap:Assets |
| Total liabilities | at 2025-06-30 | $908.7m | us-gaap:Liabilities |
| Shareholders' equity | at 2025-06-30 | $2.23bn | us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest |

## Management's discussion and analysis

As filed, 59,896 characters.

### Forward-Looking Statements

*The following discussion contains management’s discussion and analysis of our financial condition and results of operations and should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included under Part I, Item 1 of this report and our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. “Us,” “we,” and “our” refer to Five Point Holdings, LLC, together with its consolidated subsidiaries. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as other risks and uncertainties detailed from time to time in our subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. Actual results could differ materially from those set forth in any forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”*

### Overview

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 June 30, 2025, approximately 62.8% of the operating company. The operating company directly or indirectly owns equity interests in:

- Five Point Land, LLC, which owns The Newhall Land & Farming Company, a California limited partnership, the entity that is developing Valencia, our community in northern Los Angeles County, California;
- The Shipyard Communities, LLC (the “San Francisco Venture”), which is developing Candlestick and The San Francisco Shipyard, our communities in the City of San Francisco, California;
- Heritage Fields LLC (the “Great Park Venture”), which is developing Great Park Neighborhoods, our community in Orange County, California;
- Five Point Office Venture Holdings I, LLC (the “Gateway Commercial Venture”), which previously owned portions of the Five Point Gateway Campus, a commercial office, research and development and medical campus located within the Great Park Neighborhoods; and
- Five Point Communities, LP and Five Point Communities Management, Inc. (together, the “management company”), which provide development management services for the Great Park Neighborhoods.

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.

### Operational Highlights

We generated consolidated net income of $8.6 million for the three months ended June 30, 2025, compared to net income of $38.2 million for the three months ended June 30, 2024. Our net income for the quarter was largely driven by incentive compensation revenue recognized and equity in earnings from the Great Park Venture. We also continued to focus on execution of key operating priorities, including generating revenue and positive cash flow, controlling our selling, general and administrative (“SG&A”) costs, managing our capital spend to match near-term revenue opportunities, and seeking growth opportunities through strategic relationships. At June 30, 2025, we had $456.6 million in cash and $125.0 million available under our revolving credit facility, giving us total liquidity of $581.6 million.

During the second quarter of 2025, the new home market saw softening in demand from homebuyers stemming in part from affordability challenges and lower consumer confidence. Notwithstanding the current environment, however, our existing communities are located in California markets that are chronically undersupplied, and there is still demand from homebuyers and homebuilders in our communities.

The Great Park Venture, in which we have a 37.5% percentage interest and manage all aspects of the development cycle, closed a sale to a builder consisting of 82 homesites totaling 5.7 acres at the Great Park Neighborhoods in the second quarter of 2025 for a purchase price of $63.6 million. Guest builders sold a total of 112 homes at the Great Park Neighborhoods during the second quarter of 2025, compared to 233 homes during the first quarter of 2025. As of June 30, 2025, the Great Park Venture had 572 homesites under contract with home builders, which are expected to close in the second half of 2025.

We did not close any land sales at Valencia during the quarter, but we continue to work with our homebuilding and commercial partners to appropriately balance and optimize revenue opportunities in light of current market conditions. We currently expect to close a commercial sale in Valencia in the second half of 2025 and are working with builders on two residential land sales. At Valencia, our guest builders sold 47 homes during the second quarter of 2025, compared to 69 homes during the first quarter of 2025.

In June 2025, we entered into a a definitive agreement to acquire a controlling interest in a newly formed entity that will include substantially all of the assets associated with the residential asset and investment management business of Hearthstone, Inc. (“Hearthstone”), a provider of capital solutions to the U.S. homebuilding industry. The new entity, Hearthstone Residential Holdings, LLC (the “Hearthstone Venture”), represents a strategic partnership between us and Hearthstone designed to expand access to flexible, off-balance sheet capital for homebuilders pursuing land-light strategies. As part of the transaction, Hearthstone will contribute substantially all of its assets into the Hearthstone Venture, after which we will purchase 75% of the Hearthstone Venture's Class A Units for an aggregate purchase price of $56.25 million (subject to certain customary adjustments). The acquisition is expected to close in the third quarter of 2025.

### Results of Operations

The timing of our land sale revenues is influenced by several factors, including the sequencing of the planning and development process and market conditions at our communities. As a result, we have historically experienced, and expect to continue to experience, variability in results of operations between comparable periods.

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

*(in thousands)*

| Statement of Operations Data Revenues | Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Land sales | $(16) | $307 | $82 | $842 |
| Land sales—related party | — | 3 | — | — |
| Management services—related party | 6,959 | 50,279 | 19,510 | 59,005 |
| Operating properties | 530 | 603 | 1,038 | 1,280 |
| Total revenues | 7,473 | 51,192 | 20,630 | 61,127 |
| Costs and expenses |  |  |  |  |
| Land sales | — | — | — | — |
| Management services | 2,330 | 11,315 | 5,391 | 15,211 |
| Operating properties | 1,773 | 1,878 | 3,260 | 2,868 |
| Selling, general, and administrative | 15,586 | 12,186 | 30,351 | 25,102 |
| Total costs and expenses | 19,689 | 25,379 | 39,002 | 43,181 |
| Other income (expense) |  |  |  |  |
| Interest income | 4,967 | 2,755 | 9,017 | 5,980 |
| Miscellaneous | 21 | 26 | 796 | (5,881) |
| Total other income | 4,988 | 2,781 | 9,813 | 99 |
| Equity in earnings from unconsolidated entities | 17,145 | 15,498 | 88,584 | 33,084 |
| Income before income tax provision | 9,917 | 44,092 | 80,025 | 51,129 |
| Income tax provision | (1,341) | (5,865) | (10,863) | (6,819) |
| Net income | 8,576 | 38,227 | 69,162 | 44,310 |
| Less net income attributable to noncontrolling interests | 5,256 | 23,505 | 42,558 | 27,262 |
| Net income attributable to the company | $3,320 | $14,722 | $26,604 | $17,048 |

#### Three Months Ended June 30, 2025 and 2024

**Revenues.** Revenues decreased by $43.7 million, or 85.4%, to $7.5 million for the three months ended June 30, 2025, from $51.2 million for the three months ended June 30, 2024. The decrease in revenues was primarily due to a decrease in management services revenue at our Great Park segment during the three months ended June 30, 2025.

**Cost of management services.** Cost of management services decreased by $9.0 million, or 79.4%, to $2.3 million for the three months ended June 30, 2025, from $11.3 million for the three months ended June 30, 2024. The decrease was primarily due to a decrease in intangible asset amortization expense at our Great Park segment.

**Selling, general, and administrative.** SG&A expenses increased by $3.4 million, or 27.9%, to $15.6 million for the three months ended June 30, 2025, from $12.2 million for the three months ended June 30, 2024. The increase was mainly attributable to an increase in corporate general and administrative expenses including costs associated with our proposed acquisition of the Hearthstone Venture and pursuing other growth opportunities.

**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.

Equity in earnings from unconsolidated entities was $17.1 million for the three months ended June 30, 2025, an increase from equity in earnings of $15.5 million for the three months ended June 30, 2024. Equity in earnings for the three months ended June 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.

**Income taxes.** Pre-tax income of $9.9 million for the three months ended June 30, 2025 resulted in a $1.3 million tax provision. Pre-tax income of $44.1 million for the three months ended June 30, 2024 resulted in a $5.9 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, 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 June 30, 2025 was substantially similar to our effective tax rate for the three months ended June 30, 2024.

**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. Net income attributable to the noncontrolling interests on the condensed consolidated statement of operations represents the portion of income or losses attributable to the interests in our subsidiaries held by the noncontrolling interests.

#### Six Months Ended June 30, 2025 and 2024

**Revenues.** Revenues decreased by $40.5 million, or 66.3%, to $20.6 million for the six months ended June 30, 2025, from $61.1 million for the six months ended June 30, 2024. The decrease in revenues was primarily due to a decrease in management services revenue at our Great Park segment during the six months ended June 30, 2025.

**Cost of management services.** Cost of management services decreased by $9.8 million, or 64.6%, to $5.4 million for the six months ended June 30, 2025, from $15.2 million for the six months ended June 30, 2024. The decrease was primarily due to a decrease in intangible asset amortization expense at our Great Park segment.

**Selling, general, and administrative.** SG&A expenses increased by $5.2 million, or 20.9%, to $30.4 million for the six months ended June 30, 2025, from $25.1 million for the six months ended June 30, 2024. The increase was mainly attributable to an increase in corporate general and administrative expenses including costs associated with our proposed acquisition of the Hearthstone Venture and pursuing other growth opportunities.

**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.

Equity in earnings from unconsolidated entities was $88.6 million for the six months ended June 30, 2025, an increase from equity in earnings of $33.1 million for the six months ended June 30, 2024. Equity in earnings for the six months ended June 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 period.

**Income taxes.** Pre-tax income of $80.0 million for the six months ended June 30, 2025 resulted in a $10.9 million tax provision. Pre-tax income of $51.1 million for the six months ended June 30, 2024 resulted in a $6.8 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, 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 six months ended June 30, 2025 was substantially similar to our effective tax rate for the six months ended June 30, 2024.

**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. Net income attributable to the noncontrolling interests on the condensed consolidated statement of operations represents the portion of income or losses attributable to the interests in our subsidiaries held by the noncontrolling interests.

### Segment Results and Financial Information

Our reportable operating segments include our three community segments, Valencia, San Francisco and Great Park:

- Our Valencia segment includes operating results related to the Valencia community and agricultural operations in Los Angeles and Ventura Counties, California. Our investment in the Valencia Landbank Venture is also reported in the Valencia segment.
- Our San Francisco segment includes operating results for the Candlestick and The San Francisco Shipyard communities.
- Our Great Park segment includes operating results for the Great Park Neighborhoods community as well as development management services provided by the management company for the Great Park Venture.

The following tables reconcile the results of operations of our segments to our consolidated results for the three and six months ended June 30, 2025 and 2024 (in thousands):

| REVENUES: | Three Months Ended June 30, 2025 Valencia | San Francisco | Great Park | Total reportable segments | Corporate and unallocated | Total under management | Removal of unconsolidated entities(1) | Total consolidated |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Land sales | $(16) | $— | $72,242 | $72,226 | $— | $72,226 | $(72,242) | $(16) |
| Land sales—related party | — | — | — | — | — | — | — | — |
| Management services—related party(2) | — | — | 6,959 | 6,959 | — | 6,959 | — | 6,959 |
| Operating properties | 358 | 172 | — | 530 | — | 530 | — | 530 |
| Total revenues | 342 | 172 | 79,201 | 79,715 | — | 79,715 | (72,242) | 7,473 |
| COSTS AND EXPENSES: |  |  |  |  |  |  |  |  |
| Land sales | — | — | 16,022 | 16,022 | — | 16,022 | (16,022) | — |
| Management services(2) | — | — | 2,330 | 2,330 | — | 2,330 | — | 2,330 |
| Operating properties | 1,773 | — | — | 1,773 | — | 1,773 | — | 1,773 |
| Selling, general, and administrative | 3,103 | 1,215 | 1,781 | 6,099 | 11,268 | 17,367 | (1,781) | 15,586 |
| Management fees—related party | — | — | 7,753 | 7,753 | — | 7,753 | (7,753) | — |
| Total costs and expenses | 4,876 | 1,215 | 27,886 | 33,977 | 11,268 | 45,245 | (25,556) | 19,689 |
| OTHER INCOME: |  |  |  |  |  |  |  |  |
| Interest income | — | 2 | 1,709 | 1,711 | 4,965 | 6,676 | (1,709) | 4,967 |
| Miscellaneous | 21 | — | — | 21 | — | 21 | — | 21 |
| Total other income | 21 | 2 | 1,709 | 1,732 | 4,965 | 6,697 | (1,709) | 4,988 |
| EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES | 211 | — | — | 211 | 242 | 453 | 16,692 | 17,145 |
| SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION | (4,302) | (1,041) | 53,024 | 47,681 | (6,061) | 41,620 | (31,703) | 9,917 |
| INCOME TAX PROVISION | — | — | — | — | (1,341) | (1,341) | — | (1,341) |
| SEGMENT (LOSS) PROFIT/NET INCOME | $(4,302) | $(1,041) | $53,024 | $47,681 | $(7,402) | $40,279 | $(31,703) | $8,576 |

(1) Represents the removal of the Great Park Venture operating results, which are included in the Great Park segment operating results at 100% of the venture’s historical basis but are not included in our consolidated results as we account for our investment in the venture using the equity method of accounting.

After the sale of the Gateway Commercial Venture’s commercial operating assets in December 2024, our commercial segment is no longer operating. The equity in earnings from our investment in the Gateway Commercial Venture is reported within the corporate and unallocated column in the table above.

(2) For the Great Park segment, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture as applicable.

| REVENUES: | Three Months Ended June 30, 2024 Valencia | San Francisco | Great Park | Total reportable segments | Corporate and unallocated | Total under management | Removal of unconsolidated entities(1) | Total consolidated |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Land sales | $307 | $— | $134,638 | $134,945 | $— | $134,945 | $(134,638) | $307 |
| Land sales—related party | 3 | — | 4,734 | 4,737 | — | 4,737 | (4,734) | 3 |
| Management services—related party(2) | — | — | 50,151 | 50,151 | 128 | 50,279 | — | 50,279 |
| Operating properties | 435 | 168 | — | 603 | — | 603 | — | 603 |
| Total revenues | 745 | 168 | 189,523 | 190,436 | 128 | 190,564 | (139,372) | 51,192 |
| COSTS AND EXPENSES: |  |  |  |  |  |  |  |  |
| Land sales | — | — | 29,016 | 29,016 | — | 29,016 | (29,016) | — |
| Management services(2) | — | — | 11,315 | 11,315 | — | 11,315 | — | 11,315 |
| Operating properties | 1,878 | — | — | 1,878 | — | 1,878 | — | 1,878 |
| Selling, general, and administrative | 2,515 | 1,294 | 2,625 | 6,434 | 8,377 | 14,811 | (2,625) | 12,186 |
| Management fees—related party | — | — | 64,470 | 64,470 | — | 64,470 | (64,470) | — |
| Total costs and expenses | 4,393 | 1,294 | 107,426 | 113,113 | 8,377 | 121,490 | (96,111) | 25,379 |
| OTHER INCOME: |  |  |  |  |  |  |  |  |
| Interest income | — | 17 | 1,671 | 1,688 | 2,738 | 4,426 | (1,671) | 2,755 |
| Miscellaneous | 23 | — | — | 23 | 3 | 26 | — | 26 |
| Total other income | 23 | 17 | 1,671 | 1,711 | 2,741 | 4,452 | (1,671) | 2,781 |
| EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES | 243 | — | — | 243 | (218) | 25 | 15,473 | 15,498 |
| SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION | (3,382) | (1,109) | 83,768 | 79,277 | (5,726) | 73,551 | (29,459) | 44,092 |
| INCOME TAX PROVISION | — | — | — | — | (5,865) | (5,865) | — | (5,865) |
| SEGMENT (LOSS) PROFIT/NET INCOME | $(3,382) | $(1,109) | $83,768 | $79,277 | $(11,591) | $67,686 | $(29,459) | $38,227 |

(1) Represents the removal of the Great Park Venture operating results, which are included in the Great Park segment operating results at 100% of the venture’s historical basis but are not included in our consolidated results as we account for our investment in the venture using the equity method of accounting.

After the sale of the Gateway Commercial Venture’s commercial operating assets in December 2024, our commercial segment is no longer operating. We have recast the segment presentation for the comparative prior period to report the equity in loss from our investment in the Gateway Commercial Venture within the corporate and unallocated column in the table above.

(2) For the Great Park segment, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture as applicable.

| REVENUES: | Six Months Ended June 30, 2025 Valencia | San Francisco | Great Park | Total reportable segments | Corporate and unallocated | Total under management | Removal of unconsolidated entities(1) | Total consolidated |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Land sales | $82 | $— | $357,645 | $357,727 | $— | $357,727 | $(357,645) | $82 |
| Land sales—related party | — | — | — | — | — | — | — | — |
| Management services—related party(2) | — | — | 19,510 | 19,510 | — | 19,510 | — | 19,510 |
| Operating properties | 692 | 346 | — | 1,038 | — | 1,038 | — | 1,038 |
| Total revenues | 774 | 346 | 377,155 | 378,275 | — | 378,275 | (357,645) | 20,630 |
| COSTS AND EXPENSES: |  |  |  |  |  |  |  |  |
| Land sales | — | — | 86,238 | 86,238 | — | 86,238 | (86,238) | — |
| Management services(2) | — | — | 5,391 | 5,391 | — | 5,391 | — | 5,391 |
| Operating properties | 3,260 | — | — | 3,260 | — | 3,260 | — | 3,260 |
| Selling, general, and administrative | 6,399 | 2,378 | 4,541 | 13,318 | 21,574 | 34,892 | (4,541) | 30,351 |
| Management fees—related party | — | — | 15,611 | 15,611 | — | 15,611 | (15,611) | — |
| Total costs and expenses | 9,659 | 2,378 | 111,781 | 123,818 | 21,574 | 145,392 | (106,390) | 39,002 |
| OTHER INCOME: |  |  |  |  |  |  |  |  |
| Interest income | — | 17 | 3,402 | 3,419 | 9,000 | 12,419 | (3,402) | 9,017 |
| Miscellaneous | 796 | — | — | 796 | — | 796 | — | 796 |
| Total other income | 796 | 17 | 3,402 | 4,215 | 9,000 | 13,215 | (3,402) | 9,813 |
| EQUITY IN EARNINGS FROM UNCONSOLIDATED ENTITIES | 425 | — | — | 425 | 613 | 1,038 | 87,546 | 88,584 |
| SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION | (7,664) | (2,015) | 268,776 | 259,097 | (11,961) | 247,136 | (167,111) | 80,025 |
| INCOME TAX PROVISION | — | — | — | — | (10,863) | (10,863) | — | (10,863) |
| SEGMENT (LOSS) PROFIT/NET INCOME | $(7,664) | $(2,015) | $268,776 | $259,097 | $(22,824) | $236,273 | $(167,111) | $69,162 |

(1) Represents the removal of the Great Park Venture operating results, which are included in the Great Park segment operating results at 100% of the venture’s historical basis but are not included in our consolidated results as we account for our investment in the venture using the equity method of accounting.

After the sale of the Gateway Commercial Venture’s commercial operating assets in December 2024, our commercial segment is no longer operating. The equity in earnings from our investment in the Gateway Commercial Venture is reported within the corporate and unallocated column in the table above.

(2) For the Great Park segment, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture as applicable.

| REVENUES: | Six Months Ended June 30, 2024 Valencia | San Francisco | Great Park | Total reportable segments | Corporate and unallocated | Total under management | Removal of unconsolidated entities(1) | Total consolidated |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Land sales | $842 | $— | $215,456 | $216,298 | $— | $216,298 | $(215,456) | $842 |
| Land sales—related party | — | — | 16,625 | 16,625 | — | 16,625 | (16,625) | — |
| Management services—related party(2) | — | — | 58,764 | 58,764 | 241 | 59,005 | — | 59,005 |
| Operating properties | 944 | 336 | — | 1,280 | — | 1,280 | — | 1,280 |
| Total revenues | 1,786 | 336 | 290,845 | 292,967 | 241 | 293,208 | (232,081) | 61,127 |
| COSTS AND EXPENSES: |  |  |  |  |  |  |  |  |
| Land sales | — | — | 58,974 | 58,974 | — | 58,974 | (58,974) | — |
| Management services(2) | — | — | 15,211 | 15,211 | — | 15,211 | — | 15,211 |
| Operating properties | 2,868 | — | — | 2,868 | — | 2,868 | — | 2,868 |
| Selling, general, and administrative | 5,709 | 2,429 | 5,564 | 13,702 | 16,964 | 30,666 | (5,564) | 25,102 |
| Management fees—related party | — | — | 72,632 | 72,632 | — | 72,632 | (72,632) | — |
| Total costs and expenses | 8,577 | 2,429 | 152,381 | 163,387 | 16,964 | 180,351 | (137,170) | 43,181 |
| OTHER INCOME (EXPENSE): |  |  |  |  |  |  |  |  |
| Interest income | — | 32 | 3,150 | 3,182 | 5,948 | 9,130 | (3,150) | 5,980 |
| Miscellaneous | 47 | — | — | 47 | (5,928) | (5,881) | — | (5,881) |
| Total other income | 47 | 32 | 3,150 | 3,229 | 20 | 3,249 | (3,150) | 99 |
| EQUITY IN EARNINGS (LOSS) FROM UNCONSOLIDATED ENTITIES | 259 | — | — | 259 | (305) | (46) | 33,130 | 33,084 |
| SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME TAX PROVISION | (6,485) | (2,061) | 141,614 | 133,068 | (17,008) | 116,060 | (64,931) | 51,129 |
| INCOME TAX PROVISION | — | — | — | — | (6,819) | (6,819) | — | (6,819) |
| SEGMENT (LOSS) PROFIT/NET INCOME | $(6,485) | $(2,061) | $141,614 | $133,068 | $(23,827) | $109,241 | $(64,931) | $44,310 |

(1) Represents the removal of the Great Park Venture operating results, which are included in the Great Park segment operating results at 100% of the venture’s historical basis but are not included in our consolidated results as we account for our investment in the venture using the equity method of accounting.

After the sale of the Gateway Commercial Venture’s commercial operating assets in December 2024, our commercial segment is no longer operating. We have recast the segment presentation for the comparative prior period to report the equity in loss from our investment in the Gateway Commercial Venture within the corporate and unallocated column in the table above.

(2) For the Great Park segment, represents the revenues and expenses attributable to the management company for providing services to the Great Park Venture as applicable.

### Valencia Segment

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 June 30, 2025 we had sold 3,088 homesites.

### San Francisco Segment

Located almost equidistant between downtown San Francisco and the San Francisco International Airport, Candlestick and The San Francisco Shipyard consist of approximately 800 acres of bayfront property in the City of San Francisco. Candlestick and The San Francisco Shipyard can include up to approximately 12,000 homesites and approximately 6.3 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.

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.

Our development at Candlestick and The San Francisco Shipyard is not subject to San Francisco’s Proposition M growth control measure, which imposes annual limitations on office development and is applicable to all other developers with projects in the city. This means the full amount of permitted commercial square footage at Candlestick and The San Francisco Shipyard can be constructed as we determine, including all at once, even though Proposition M may delay new office developments elsewhere in San Francisco.

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.

We have been, and may in the future be, named as a defendant in lawsuits seeking damages and other relief arising out of alleged contamination at The San Francisco Shipyard and Tetra Tech’s alleged misrepresentations of related sampling work. See Note 11 to our condensed consolidated financial statements included under Part I, Item 1 of this report.

### Great Park Segment

We have a 37.5% percentage interest in the Great Park Venture, and we account for our investment using the equity method of accounting. We have a controlling interest in the management company, an entity which performs development management services at Great Park Neighborhoods. We do not include the Great Park Venture as a consolidated subsidiary in our condensed consolidated financial statements. However, because of the relationship between the management company and the Great Park Venture, we assess our investment in the Great Park Venture based on the financial information for the Great Park Venture in its entirety, and not just our equity interest in it. As a result, our Great Park segment consists of the operations of both the Great Park Venture and the development management services provided by the management company at the Great Park Venture.

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 June 30, 2025 had sold 9,090 homesites (including 853 affordable homesites).

During the six months ended June 30, 2025, the Great Park Venture made aggregate distributions of $300.9 million to holders of percentage interests, of which we received $112.9 million for our 37.5% percentage interest.

#### Three Months Ended June 30, 2025 and 2024

**Land sales and related party land sales revenues.** Land sales and related party land sales revenues decreased to $72.2 million for the three months ended June 30, 2025, from $139.4 million for the three months ended June 30, 2024. The decrease was primarily attributable to the recognition of revenue from the sale of 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, compared to the recognition of revenue from the sale of land at the Great Park Neighborhoods entitled for an aggregate of 105 homesites on 12.3 acres during the three months ended June 30, 2024. The base purchase price was $63.6 million for the 2025 land sales, and the base purchase price was $96.1 million for the 2024 land sales.

During the three months ended June 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 June 30, 2025 and 2024, the Great Park Venture recognized $4.3 million and $6.4 million, respectively, in profit participation revenues. During the three months ended June 30, 2025 and 2024, the Great Park Venture recognized additional estimated variable consideration of $4.3 million and $36.6 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.

**Cost of land sales.** Cost of land sales for the three months ended June 30, 2025 and 2024 were $16.0 million and $29.0 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.

**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 June 30, 2025, partially offset by the increase in the annual fixed base fee that began in 2025. For the three months ended June 30, 2025 and 2024, we recognized $3.6 million and $47.2 million, respectively, attributable to variable incentive compensation. For the three months ended June 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 June 30, 2025 do not include a significant cumulative catch-up and are mainly attributed to services provided during the period.

**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 $9.0 million, or 79.4%, to $2.3 million for the three months ended June 30, 2025, from $11.3 million for the three months ended June 30, 2024. The decrease was mainly attributable to a decrease in intangible asset amortization expense recognized during the three months ended June 30, 2025.

**Selling, general, and administrative.** SG&A expenses decreased by $0.8 million, or 32.2%, to $1.8 million for the three months ended June 30, 2025, from $2.6 million for the three months ended June 30, 2024. The decrease was mainly attributable to a decrease in marketing expenses and property maintenance expenses.

**Management fees—related party.** Management fees decreased by $56.7 million to $7.8 million for the three months ended June 30, 2025, from $64.5 million for the three months ended June 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 June 30, 2025 that was lower than the cumulative adjustment recognized during the three months ended June 30, 2024, partially offset by the increase in base development management fees that began in 2025.

#### Six Months Ended June 30, 2025 and 2024

**Land sales and related party land sales revenues.** Land sales and related party land sales revenues increased to $357.6 million for the six months ended June 30, 2025, from $232.1 million for the six months ended June 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 407 homesites on 29.3 acres during the six months ended June 30, 2025, compared to the recognition of revenue from the sale of land at the Great Park Neighborhoods entitled for an aggregate of 187 homesites on 23.9 acres during the six months ended June 30, 2024. 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. The base purchase price was $170.7 million for the 2024 land sales.

During the six months ended June 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 six months ended June 30, 2025 and 2024, the Great Park Venture recognized $6.7 million and $24.0 million, respectively, in profit participation revenues. During the six months ended June 30, 2025 and 2024, the Great Park Venture recognized additional estimated variable consideration of $8.3 million and $36.6 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.

**Cost of land sales.** Cost of land sales for the six months ended June 30, 2025 and 2024 were $86.2 million and $59.0 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.

**Management fee revenues.** Management fee revenues are revenues generated by the management company from development management services provided to the Great Park Venture. 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 six months ended June 30, 2025, partially offset by the increase in the annual fixed base fee that began in 2025. For the six months ended June 30, 2025 and 2024, we recognized $12.8 million and $52.8 million, respectively, attributable to variable incentive compensation. For the six months ended June 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 six months ended June 30, 2025 do not include a significant cumulative catch-up and are mainly attributed to services provided during the period.

**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 $9.8 million, or 64.6%, to $5.4 million for the six months ended June 30, 2025, from $15.2 million for the six months ended June 30, 2024. The decrease was mainly attributable to a decrease in intangible asset amortization expense recognized during the six months ended June 30, 2025.

**Selling, general, and administrative.** SG&A expenses decreased by $1.0 million, or 18.4%, to $4.5 million for the six months ended June 30, 2025, from $5.6 million for the six months ended June 30, 2024. The decrease was mainly attributable to a decrease in marketing expenses and property maintenance expenses.

**Management fees—related party.** Management fees decreased by $57.0 million to $15.6 million for the six months ended June 30, 2025, from $72.6 million for the six months ended June 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 six months ended June 30, 2025 that was lower than the cumulative adjustment recognized during the six months ended June 30, 2024, partially offset by the increase in base development management fees that began in 2025.

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, 2025 and 2024.

*(in thousands)*

|  | Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Segment profit from operations | $53,024 | $83,768 | $268,776 | $141,614 |
| Less net income of management company attributed to the Great Park segment | 4,629 | 38,836 | 14,119 | 43,553 |
| Net income of the Great Park Venture | 48,395 | 44,932 | 254,657 | 98,061 |
| The Company’s share of net income of the Great Park Venture | 18,148 | 16,850 | 95,496 | 36,773 |
| Basis difference amortization, net | (1,456) | (1,377) | (7,950) | (3,643) |
| Equity in earnings from the Great Park Venture | $16,692 | $15,473 | $87,546 | $33,130 |

### Liquidity and Capital Resources

As of June 30, 2025, we had $456.6 million of consolidated cash and cash equivalents, compared to $430.9 million at December 31, 2024. As of June 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.

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 are deferred through December 31, 2025. Additionally, we expect the acquisition of the Hearthstone Venture to close in the third quarter of 2025, subject to customary closing conditions. The consideration to be paid is $56.25 million (subject to certain customary adjustments) of which up to $3.0 million may be satisfied in Class A common shares and the balance to be paid in cash.

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. We expect to meet our cash requirements for at least the next 12 months with available cash, distributions from our unconsolidated entities, collection of 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.

Our long-term cash needs relate primarily to future horizontal development expenditures and new investments and acquisitions, along with debt service and general and administrative expenses. We budget our cash development costs on an annual basis. Budgeted amounts are subject to change due to delays or accelerations in construction or regulatory approvals, changes in inflation rates and other increases (or decreases) in costs. We may also modify our development plans or change the sequencing of our communities in response to changing economic conditions, consumer preferences and other factors, which could have a material impact on the timing and amount of our development costs. Budgeted amounts are expected to be funded through a combination of available cash, cash flows from land sales at our communities and reimbursements from public financing, including community facilities districts, tax increment financing and local, state and federal grants. Cash flows from our communities may occur in uneven patterns as cash is primarily generated by land sales and reimbursements, which can occur at various points over the life cycle of our communities.

We currently expect to have sufficient capital to fund the horizontal development of our communities in accordance with our development plan and to pursue our growth strategies for several years. The level of capital expenditures in any given year may vary due to, among other things, the number of communities or neighborhoods under development and the number of planned deliveries, which may vary based on market conditions. We may seek to raise additional capital by accessing the debt or equity capital markets or with one or more revolving or term loan facilities or other public or private financing alternatives, including entering into joint ventures. These financings may not be available on attractive terms, or at all.

We are committed under various performance bonds and letters of credit (“LOCs”) to perform certain development activities and provide certain guarantees in the normal course of the entitlement and development process.

We had outstanding performance bonds of $390.8 million as of June 30, 2025 predominantly related to our Valencia community.

At June 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.

Outstanding LOCs totaled $1.0 million at both June 30, 2025 and December 31, 2024. At both June 30, 2025 and December 31, 2024, we had $1.0 million in restricted cash and certificates of deposit securing certain of our LOCs. Additionally, under our revolving credit facility, we are able to utilize undrawn capacity to support the issuance of LOCs. As of June 30, 2025, no capacity under the revolving credit facility was used to support LOCs.

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 June 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.

### Summary of Cash Flows

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

|  | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Operating activities | $(14,902) | $(49,659) |
| Investing activities | 42,443 | 14,522 |
| Financing activities | (1,776) | (101,277) |

**Cash Flows from Operating Activities.** Net cash used in operating activities was $14.9 million for the six months ended June 30, 2025, compared to $49.7 million net cash used in operating activities for the six months ended June 30, 2024.

During the six months ended June 30, 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.

During the six months ended June 30, 2024, we received incentive compensation payments of $12.8 million under our development management agreement with the Great Park Venture. Additionally, we received total distributions of $47.3 million from the Great Park Venture, of which $33.1 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.

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, 2025, we paid $27.5 million for interest due on our existing 7.875% senior notes due November 2025 and new 10.500% initial rate senior notes due January 2028. During the six months ended June 30, 2024, we made interest payments totaling $26.5 million for interest accrued through the settlement date on our existing 7.875% senior notes due November 2025 that were exchanged, in addition to interest incurred after the settlement date on our new 10.500% initial rate senior notes due January 2028. The exchange of $523.5 million of our existing senior notes for new senior notes was accounted for as a debt modification under ASC 470-50. Under debt modification accounting, third party costs are expensed as incurred and reported as operating cash flows. Included in operating cash outflows during the six months ended June 30, 2024 is $7.7 million in third party transaction and advisory costs incurred in connection with the senior notes exchange.

**Cash Flows from Investing Activities.** Net cash provided by investing activities was $42.4 million for the six months ended June 30, 2025, compared to $14.5 million net cash provided by investing activities for the six months ended June 30, 2024.

During the six months ended June 30, 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. During the six months ended June 30, 2024, we received total distributions of $47.3 million from the Great Park Venture, of which $14.2 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.

**Cash Flows from Financing Activities.** Net cash used in financing activities was $1.8 million for the six months ended June 30, 2025, compared to $101.3 million net cash used in financing activities for the six months ended June 30, 2024.

During the six months ended June 30, 2025 and 2024, we used $1.8 million and $0.8 million, respectively, to net settle share-based compensation awards with employees for tax withholding purposes. We also repaid $100.0 million of our existing 7.875% senior notes due November 2025 in connection with our exchange transaction during the six months ended June 30, 2024.

### Changes in Capital Structure

During the six months ended June 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.

The table below summarizes outstanding Class A units of the operating company and Class A units of the San Francisco Venture (redeemable on a one-for-one basis for Class A units of the operating company) held by us and held by noncontrolling interest members at June 30, 2025 and December 31, 2024.

| Class A units of the operating company: | June 30, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| Held by us | 69,861,335 | 69,369,234 |
| Held by noncontrolling interest members | 41,363,271 | 41,363,271 |
|  | 111,224,606 | 110,732,505 |
| Class A units of the San Francisco Venture held by noncontrolling interest members | 37,870,273 | 37,870,273 |
|  | 149,094,879 | 148,602,778 |

At June 30, 2025, we had 79,233,544 Class B common shares outstanding that were held by the noncontrolling interest members of the operating company and the Class A unitholders of the San Francisco Venture. The Class B common shares will automatically convert to Class A common shares at a ratio of 0.0003 Class A common shares for each Class B common share. The conversions will occur when the holders of Class A units of the operating company, including Class A units that have been issued upon redemption of Class A units of the San Francisco Venture, are redeemed at our election for our Class A common shares or cash.

### Critical Accounting Estimates

There have been no significant changes to our critical accounting estimates during the six months ended June 30, 2025 as compared to those disclosed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

## Market risk

As filed, 1,145 characters.

Market risk is the risk of loss from adverse changes in market prices and interest rates. Our future earnings, cash flows and fair values relative to financial instruments are dependent upon prevailing market interest rates. Our primary market risk results from our indebtedness, which bears interest at fixed rates. Although we do not currently do so, we may in the future manage our market risk on floating rate debt by entering into swap arrangements to in effect fix the rate on all or a portion of the debt for varying periods up to maturity. This would, in turn, reduce the risks of variability of cash flows created by floating rate debt and mitigate the risk of increases in interest rates. Our objective when undertaking such arrangements would be to reduce our floating rate exposure, as we do not plan to enter into hedging arrangements for speculative purposes.

As of June 30, 2025, we had outstanding consolidated net indebtedness of $527.5 million, none of which bears interest based on floating interest rates.

We have not entered into any transactions using derivative financial instruments or derivative commodity instruments.

## Controls and procedures

As filed, 1,424 characters.

### Evaluation of Disclosure Controls and Procedures

Our management, with the supervision and participation of our Chief Executive Officer and our Chief Financial Officer (the “Certifying Officers”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to management, including our Certifying Officers and our Board of Directors, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures were effective as of June 30, 2025.

### Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 760 characters.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Part I, Item 1A, Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect our business, financial condition and results of operations. There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and results of operations.

Filed Jul 25, 2025.
Source: SEC EDGAR, the filing index for accession 0001574197-25-000072. Last ingested by Listed: Nov 9, 2026, 23:40 ET. No prices; not investment advice.