FPH on NYSE

Five Point Holdings, LLC

In its 2026 annual report the company says: “We are an owner and developer of mixed-use planned communities in California. Our three existing communities have the general plan and zoning approvals necessary for the construction of thousands of homesites and millions of square feet of commercial space, and they represent a significant portion of the real estate available for development in three major markets in California—Los Angeles County, San Francisco County and Orange County.”5 It is headquartered in Irvine, California.1 Its shares trade on NYSE under the symbol FPH.1

Price unavailable

Last updated Oct 21, 2026.

Overview

$108.2MRevenue, fiscal 20252
$71.0MNet income, fiscal 20252

Compare with Curbline Properties Corp., Comstock Holding Companies, Inc. or Claros Mortgage Trust, Inc., or pick any stock.

  • TickerFPH on NYSE1
  • IndustryReal Estate1
  • HeadquartersIrvine, California1
  • Incorporated inDE3
  • Business address2000 Fivepoint, 4Th Floor, Irvine, Ca 926183
  • Filer categoryAccelerated filer3

We are an owner and developer of mixed-use planned communities in California. Our three existing communities have the general plan and zoning approvals necessary for the construction of thousands of homesites and millions of square feet of commercial space, and they represent a significant portion of the real estate available for development in three major markets in California—Los Angeles County, San Francisco County and Orange County. In total, our communities consist of up to approximately 20 million square feet of built or planned commercial space and approximately 40,000 homes built or planned. We also operate a residential asset management platform providing capital solutions to the U.S. homebuilding industry.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

65.6%Net margin2
-54.2%Revenue growth, 20252
3.1%Return on equity2
$105.0MFree cash flow2

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Selling, general and admin38¢$60.6M
  • Income tax18¢$28.9M
  • Profit44¢$71.0M

Out of $108.2M in revenue.2

Where each dollar of operating cash went, fiscal 2025

  • Capital spending0¢$217.0K
  • Kept or used elsewhere100¢$105.0M

Out of $105.2M of cash from operations.2

Financial statements

Revenue6789102$108.2M in 2025+132% since 2018
0$100.0M$200.0M$300.0M2018: $46.6M$46.6M20182019: $182.9M$182.9M2019+292%2020: $152.3M$152.3M2020−17%2021: $222.7M$222.7M2021+46%2022: $41.0M$41.0M2022−82%2023: $209.9M$209.9M2023+411%2024: $236.0M$236.0M2024+12%2025: $108.2M$108.2M2025−54%
Net income6789102$71.0M in 2025
-$50.0M0$50.0M$100.0M2018: -$34.7M-$34.7M20182019: $9.0M$9.0M20192020: -$428.0K-$428.0K20202021: $6.6M$6.6M20212022: -$15.4M-$15.4M20222023: $55.4M$55.4M20232024: $68.3M$68.3M2024+23%2025: $71.0M$71.0M2025+4%
Fiscal year20182019202020212022202320242025
Revenue$46.6M6$182.9M7$152.3M8$222.7M9$41.0M10$209.9M2$236.0M2$108.2M2
Selling, general and admin$99.0M6$103.6M7$83.5M8$77.1M9$54.6M10$51.5M2$51.2M2$60.6M2
Operating expenses$221.4M9$101.5M10$185.5M2$170.3M2$117.4M2
Interest$06$07$08$09$09$09
Income before tax$13.0M9-$36.2M10$109.3M2$205.1M2$212.5M2
Income tax$9.2M6$2.4M7$1.7M8-$325.0K9-$1.5M10-$4.4M2$27.5M2$28.9M2
Net income-$34.7M6$9.0M7-$428.0K8$6.6M9-$15.4M10$55.4M2$68.3M2$71.0M2

Compare Five Point Holdings, LLC with another company

Corporate structure

Five Point Holdings, LLC sits at the top of its group. 25 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Five Point Holdings, LLC

  • Manulife Financial Filed SCHEDULE 13G/A on Five Point Holdings, LLC, latest May 14, 2025 (5 filings since Feb 16, 2022)
  • Sam Levinson Filed SC 13D on Five Point Holdings, LLC, latest Oct 23, 2024
  • CASTLELAKE L.P. Filed SC 13D/A on Five Point Holdings, LLC, latest Oct 10, 2024
  • Luxor Capital Partners, LP Filed SC 13G/A on Five Point Holdings, LLC, latest Sep 30, 2024 (2 filings since Feb 14, 2024)
  • Robert Robotti Filed SC 13D on Five Point Holdings, LLC, latest Sep 27, 2024
  • PRIVATE MANAGEMENT GROUP INC Filed SC 13G/A on Five Point Holdings, LLC, latest Feb 2, 2024 (2 filings since Feb 7, 2023)
  • THIRD AVENUE MANAGEMENT LLC Filed SC 13G/A on Five Point Holdings, LLC, latest Nov 8, 2023 (4 filings since Feb 11, 2022)
  • Long Pond Capital, LP Filed SC 13G/A on Five Point Holdings, LLC, latest Feb 13, 2023 (2 filings since Feb 14, 2022)
  • Luxor Capital Group, LP Filed SC 13G/A on Five Point Holdings, LLC, latest Jan 6, 2023 (3 filings since Dec 29, 2022)
  • Five Point Holdings, LLC Irvine, California
    • CP Development Co., LLC Subsidiary · Delaware, United States
    • Five Point Capital Corp. Subsidiary · Delaware, United States
    • Five Point Communities Management, Inc. Subsidiary · Delaware, United States
    • Five Point Communities, LP Subsidiary · Delaware, United States
    • Five Point Heritage Fields, LLC Subsidiary · Delaware, United States
    • Five Point HRH Member, LLC Subsidiary · Delaware, United States
    • Five Point Land, LLC Subsidiary · Delaware, United States
    • Five Point Opco GP, LLC Subsidiary · Delaware, United States
    • Five Point Operating Company, LP Subsidiary · Delaware, United States
    • Five Point Valencia Landbank, LLC Subsidiary · Delaware, United States
    • FPOVHI Member, LLC Subsidiary · Delaware, United States
    • Hearthstone Professionals - CS, LLC Subsidiary · Delaware, United States
    • Hearthstone Professionals - PI, LLC Subsidiary · Delaware, United States
    • Hearthstone Professionals XIII, LLC Subsidiary · Delaware, United States
    • Hearthstone Residential Holdings, LLC Subsidiary · Delaware, United States
    • LSHC Holding Company, LLC Subsidiary · Delaware, United States
    • Madera DP2, LLC Subsidiary · Delaware, United States
    • MDP Holding Company, LLC Subsidiary · Delaware, United States
    • NWHL GP LLC Subsidiary · Delaware, United States
    • Stevenson Ranch Venture, LLC Subsidiary · Delaware, United States
    • The Newhall Land and Farming Company (A California limited partnership) Subsidiary · California, United States
    • The Newhall Land and Farming Company, Inc. Subsidiary · Delaware, United States
    • The Shipyard Communities, LLC Subsidiary · Delaware, United States
    • TSC Management Co., LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Five Point Holdings, LLC reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$38.7M2 Dec 31, 2025$38.5M2 Dec 31, 2024+0.5%
Accumulated depreciation$9.4M2 Dec 31, 2025$9.0M2 Dec 31, 2024+4.7%
Property and equipment, net$29.3M2 Dec 31, 2025$29.5M2 Dec 31, 2024−0.8%
Operating-lease assets (leased space)$11.3M2 Dec 31, 2025$13.0M2 Dec 31, 2024−12.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$425.5M2 Dec 31, 2025$430.9M2 Dec 31, 2024−1.2%
Stakes in other companies (equity method)$153.1M2 Dec 31, 2025$185.3M2 Dec 31, 2024−17.4%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$69.8M2 Dec 31, 2025$02 Dec 31, 2024
Finite-lived intangibles, gross$143.4M2 Dec 31, 2025$129.7M2 Dec 31, 2024+10.5%
Accumulated amortization$126.1M2 Dec 31, 2025$120.7M2 Dec 31, 2024+4.5%
Finite-lived intangibles, net$17.2M2 Dec 31, 2025$9.0M2 Dec 31, 2024+90.9%

Properties, in its own words

We lease and maintain our principal executive office located in Irvine, California. We also lease and maintain offices in Valencia, California and San Francisco, California near our mixed-use planned communities in those respective areas and in Calabasas, California and Mission Viejo, California. We believe our present facilities are sufficient to support our operations.

We are developing new, vibrant and sustainable communities that, in addition to homesites, include commercial, retail, educational and recreational elements, as well as civic areas, parks and open spaces. We are the initial developer of our three communities that are designed to include up to approximately 40,000 residential homes and approximately 20 million square feet of commercial space over a period of more than 10 years. The properties we are developing at our mixed-use planned communities are held as inventory in the ordinary course of the planning and development process. Please review “Part I, Item 1. Business—Our Communities” for a description of each of our communities.

Item 2 of the 10-K filed Mar 6, 2026.5

Leadership

Who has led Five Point Holdings, LLC, and when. Pick a name to see everywhere that person has worked.

20202025
Board members and other officers (22)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • CP Development Co., LLC Delaware4
  • FPOVHI Member, LLC Delaware4
  • Five Point Capital Corp. Delaware4
  • Five Point Communities Management, Inc. Delaware4
  • Five Point Communities, LP Delaware4
  • Five Point HRH Member, LLC Delaware4
  • Five Point Heritage Fields, LLC Delaware4
  • Five Point Land, LLC Delaware4
  • Five Point Opco GP, LLC Delaware4
  • Five Point Operating Company, LP Delaware4
  • Five Point Valencia Landbank, LLC Delaware4
  • Hearthstone Professionals - CS, LLC Delaware4
  • Hearthstone Professionals - PI, LLC Delaware4
  • Hearthstone Professionals XIII, LLC Delaware4
  • Hearthstone Residential Holdings, LLC Delaware4
  • LSHC Holding Company, LLC Delaware4
  • MDP Holding Company, LLC Delaware4
  • Madera DP2, LLC Delaware4
  • NWHL GP LLC Delaware4
  • Stevenson Ranch Venture, LLC Delaware4
  • TSC Management Co., LLC Delaware4
  • The Newhall Land and Farming Company (A California limited partnership) California4
  • The Newhall Land and Farming Company, Inc. Delaware4
  • The Newhall Land and Farming Company, LLC Delaware4
All 25 listed subsidiaries
  • The Shipyard Communities, LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Newhall Holding Company, LLCApr 12, 2013 to Dec 18, 20153

Timeline

  1. Sep 30, 20268-K Entered a material agreement38
  2. Jul 23, 20268-K Results of operations39
  3. Jun 5, 20268-K Shareholder vote40
  4. Apr 23, 20268-K Results of operations; Other events41
  5. Feb 10, 20268-K Unregistered sale of shares; Other events42
  6. Jan 29, 20268-K Results of operations43
  7. Oct 29, 20258-K Results of operations44
  8. Oct 23, 20258-K Entered a material agreement45
  9. Sep 26, 20258-K Entered a material agreement; New debt or obligation; Other events46
  10. Sep 22, 20258-K Other events47
  11. Sep 16, 20258-K Other events48
  12. Sep 15, 20258-K Other events49
  13. Feb 11, 2022New chief executive Daniel Hedigan becomes CEO16

Calendar

Coming up

  1. Oct 22, 2026 · After the closeReports results for the quarter ending Sep/202650

When it reported results

  1. Jul 23, 2026Reported quarterly or annual results39
  2. Apr 23, 2026Reported quarterly or annual results41
  3. Jan 29, 2026Reported quarterly or annual results43
  4. Oct 29, 2025Reported quarterly or annual results44
  5. Jul 24, 2025Reported quarterly or annual results51
  6. Apr 24, 2025Reported quarterly or annual results52
  7. Jan 23, 2025Reported quarterly or annual results53
  8. Oct 17, 2024Reported quarterly or annual results54

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

237 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 49 major events, 130 insider forms, 21 large holders, 17 other. The latest 20:

  1. Sep 30, 20268-K EDGAR
  2. Sep 11, 20264 EDGAR
  3. Sep 11, 20264 EDGAR
  4. Sep 11, 20264 EDGAR
  5. Sep 11, 20264 EDGAR
  6. Sep 11, 20264 EDGAR
  7. Sep 11, 20264 EDGAR
  8. Sep 11, 20264 EDGAR
  9. Jul 24, 202610-Q EDGAR
  10. Jul 23, 20268-K EDGAR
  11. Jun 22, 20264 EDGAR
  12. Jun 5, 20268-K EDGAR
  13. Apr 24, 202610-Q EDGAR
  14. Apr 24, 2026ARS EDGAR
  15. Apr 24, 2026DEFA14A EDGAR
  16. Apr 24, 2026DEF 14A EDGAR
  17. Apr 23, 20268-K EDGAR
  18. Apr 10, 20264 EDGAR
  19. Apr 10, 20264 EDGAR
  20. Apr 10, 20264 EDGAR

The 237 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

84 open-market trades by officers, directors and large owners since October 2021: 1 buys and 83 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 9, 2026McWilliams GregSee RemarksSale111,037$5.23$580.7KForm 4
Dec 4, 2025Tobler KimSee RemarksSale18,714$6.01$112.5KForm 4
Mar 8, 2025Tobler KimSee RemarksSale18,496$5.78$106.9KForm 4
Oct 24, 2024Browning WilliamDirectorSale11,644$3.84$44.7KForm 4
Oct 22, 2024Levinson SamDirectorBuy3,283,024$3.15$10.3MForm 4
Sep 24, 2024Luxor Capital Partners Long Offshore, Ltd.10% ownerSale8,990,369$3.13$28.2MForm 4
Sep 20, 2024Luxor Capital Partners Long Offshore, Ltd.10% ownerSale2,353$3.37$7.9KForm 4
Sep 19, 2024LUXOR CAPITAL PARTNERS OFFSHORE LTD10% ownerSale67,189$3.40$228.5KForm 4
Sep 18, 2024LUXOR CAPITAL PARTNERS OFFSHORE LTD10% ownerSale59,593$3.36$200.2KForm 4
Sep 17, 2024LUXOR CAPITAL PARTNERS OFFSHORE LTD10% ownerSale47,011$3.42$160.7KForm 4
Jul 25, 2024Luxor Wavefront, LP10% ownerSale21,300$3.22$68.6KForm 4
Jul 24, 2024Luxor Wavefront, LP10% ownerSale2,600$3.23$8.4KForm 4
Jul 19, 2024Luxor Capital Group, LP10% ownerSale106,984$3.12$333.8KForm 4
May 13, 2024Luxor Capital Group, LP10% ownerSale5,700$3.10$17.7KForm 4
May 10, 2024Luxor Wavefront, LP10% ownerSale6,650$3.08$20.5KForm 4
May 9, 2024Luxor Wavefront, LP10% ownerSale29,118$3.09$90.0KForm 4
May 8, 2024Luxor Wavefront, LP10% ownerSale1,400$3.11$4.4KForm 4
May 7, 2024Luxor Capital Partners, LP10% ownerSale9,839$3.12$30.7KForm 4
May 6, 2024Luxor Capital Partners, LP10% ownerSale99,730$3.09$308.2KForm 4
May 3, 2024Luxor Capital Partners, LP10% ownerSale3,400$3.05$10.4KForm 4

All 84 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Daniel Hedigan,$650.0K$8.2M64
2025Michael Alvarado,$600.0K$6.3M64
2025Kim Tobler,$500.0K$4.5M64
2025Greg McWilliams,$530.0K$3.1M64
2024President and Chief Executive Officer$642.4K$4.3M64
2024Chief Operating Officer and Chief Legal Officer$590.4K$3.6M64
2024Chief Policy Officer$524.2K$2.5M64
2024Chief Financial Officer and Treasurer$500.0K$2.5M64
2023President and Chief Executive Officer$600.0K$4.0M64
2023Chief Operating Officer and Chief Legal Officer$550.0K$3.3M64
2023Chief Policy Officer$500.0K$2.3M64
2023Chief Financial Officer and Treasurer$292.3K$799.9K64

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 85. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Robotti Robert6,964,320$36.7M5.9%No change
Private Management Group Inc5,257,757$27.7M0.7%−11,849
Third Avenue Management LLC3,696,155$19.5M3.1%−165,007
Manufacturers Life Insurance Company, The2,860,598$15.1M0.0%−146,421
Bank Of America Corp /de/2,839,640$15.0M0.0%No change
Immersion Corp2,793,081$14.7M8.2%No change
O'Keefe Stevens Advisory, Inc.2,771,620$14.6M3.0%+274,570
Dimensional Fund Advisors LP1,382,546$7.3M0.0%+2,100
ACR Alpine Capital Research, LLC1,288,800$6.8M0.1%+59,545
Glendon Capital Management LP1,158,162$6.1M0.8%No change
Tcw Group Inc664,543$3.5M0.0%+5,000
Neuberger Berman Group LLC660,758$3.5M0.0%No change
Saber Capital Managment, LLC641,995$3.4M2.4%+239,736
Wellington Management Group Llp624,767$3.3M0.0%−16,132
Renaissance Technologies LLC298,500$1.6M0.0%+28,338
Flax Pond Capital, LLC290,937$1.5M0.5%+149,230
Wells Fargo & Company/mn273,321$1.4M0.0%−41,867
Delta Investment Management, LLC245,161$1.3M0.2%+5,000
Arrowstreet Capital, Limited Partnership228,795$1.2M0.0%−73,330
Raymond James Financial Inc226,229$1.2M0.0%−76,928
Two Sigma Investments, LP210,495$1.1M0.0%+91,244
Qube Research & Technologies Ltd192,595$1.0M0.0%+64,462
Lee Danner & Bass Inc170,000$895.9K0.1%No change
American Century Companies Inc148,466$782.4K0.0%−639
Wittenberg Investment Management, Inc.146,006$769.5K0.3%+38,500

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Five Point Holdings, LLC is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARFive Point Holdings, LLC1
  • CIK0001574197
  • Employer ID (EIN)27-05993975
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)6500 Real Estate1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address2000 Fivepoint, 4Th Floor, Irvine, CA 926181
  • Phone(949) 349-10001
  • Shares outstanding71,330,106 Common Class A shares; 76,096,410 Common Class B shares as of Feb 27, 20265
  • Public float$325.4M as of Jun 30, 20255
  • AuditorDELOITTE & TOUCHE LLP, Costa Mesa, California PCAOB ID 34; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceApr 12, 20131
  • Filings473 in all: 4 (217), 8-K (91), 10-Q (29), SC 13G/A (27), 3 (25), SC 13G (11), 10-K (9), DEF 14A (8)1
    All 31 form types

    DEFA14A (8), 4/A (4), CORRESP (4), DRS/A (4), S-8 (4), SC 13D (4), 144 (3), D (3), UPLOAD (3), 8-K/A (2), ARS (2), EFFECT (2), S-11/A (2), SCHEDULE 13G/A (2), 424B1 (1), 8-A12B (1), CERTNYS (1), DRS (1), FWP (1), POS AM (1), S-11 (1), S-3ASR (1), SC 13D/A (1)

  • Latest filingsAnnual report (10-K) Mar 6, 2026
    Quarterly report (10-Q) Jul 24, 2026
    Proxy statement (DEF 14A) Apr 24, 2026
    Latest 8-K (8-K) Sep 30, 2026

Securities registered for trading

ClassSymbolExchange
Class A common sharesFPHNew York Stock Exchange

From the cover page of the 10-K filed Mar 6, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Five Point Holdings, LLC names in Item 1A of its 10-K filed Mar 6, 2026: 38 risks under these headings, as written.5

  • Risks Related to Our Business and Industry
  • There are significant risks associated with our development and construction projects that may prevent completion on budget and on schedule.
  • We will have to make significant investments at our properties before we realize significant revenues.
  • Our existing communities are all located in California, which makes us susceptible to risks in that state.
  • We are highly dependent on homebuilders.
  • Title to our property may be impaired by title defects.
  • Inflation may adversely affect us by increasing costs that we may not be able to recover.
  • Fluctuations in real estate values and changes in our development strategies may require us to write down (or impair) the carrying value of our real estate assets or real estate investments.
  • Our pursuit of new growth strategies, including new business initiatives, acquisitions, investments, dispositions, joint ventures or other growth opportunities, could disrupt our ongoing business, present risks not originally contemplated and materially adversely affect our business, financial condition and results of operations.
  • Our business could be materially and adversely affected by an epidemic or pandemic, or similar public threat, or fear of such an event, and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it.
  • Significant competition could have an adverse effect on our business.
  • Our property taxes could increase due to rate increases or reassessments or the imposition of new taxes or assessments, which may adversely impact our financial condition and results of operations.
The other 27 risks
  • Risks Related to Laws and Regulations
  • Zoning and land use laws and regulations may increase our expenses, limit the number of homes or commercial square footage that can be built or delay completion of our projects and adversely affect our financial condition and results of operations.
  • We incur significant costs, and may be subject to delays, in obtaining entitlements, permits and approvals before we can begin development or construction of our projects and begin to recover our costs.
  • Our projects are subject to environmental planning and protection laws and regulations that require us to obtain permits and approvals that may be delayed, withheld or challenged by third parties in legal proceedings.
  • As an owner and operator of real property, we could incur liability for environmental contamination issues.
  • Evolving expectations from investors, regulators, and other stakeholders regarding our environmental, social and governance practices and reporting may impose additional costs on us or expose us to new or additional risks.
  • We may from time to time be subject to litigation, which could have a material adverse effect on our financial condition and results of operations.
  • We may be subject to increased costs of insurance or limitations on coverage.
  • Risks Related to Our Organization and Structure
  • In order to be successful, we must attract, engage, retain and integrate key personnel and have adequate succession plans in place, and failure to do so could have an adverse effect on our business.
  • As a holding company, we are entirely dependent upon the operations of the operating company and its ability to make distributions to provide cash flow to us or to pay taxes and other expenses.
  • Lennar is our largest equity owner and will be engaging in transactions with us and may compete with us.
  • Lennar and GFFP and their respective affiliates control approximately 56% of the voting power of our outstanding common shares and, as a result, are able to exercise significant influence over all matters requiring shareholder approval.
  • We will be required to pay certain investors for certain expected tax benefits.
  • In certain circumstances, payments under the tax receivable agreement could exceed the actual tax benefits we realize.
  • We will not be able to recover payments made under the tax receivable agreement if the related tax benefits are subsequently disallowed.
  • Certain provisions in the operating company’s limited partnership agreement may delay or prevent acquisitions of us.
  • Anti-takeover provisions in our operating agreement or provisions of Delaware law could prevent or delay a change in control, even if a change of control would benefit our shareholders.
  • Risks Related to Financing and Indebtedness
  • We may need additional capital to execute our development plans, and we may be unable to raise additional capital on favorable terms.
  • Our substantial indebtedness may have a material adverse effect on our business, our financial condition and results of operations and our ability to secure additional financing in the future.
  • We may increase leverage in executing our development plan, which could further exacerbate the risks associated with our substantial indebtedness.
  • Future debt financings, which would rank senior to our Class A common shares upon our bankruptcy or liquidation, and future offerings of equity securities that may be senior to our Class A common shares for the purposes of liquidating or other distributions, may adversely affect the market price of our Class A common shares.
  • We do not expect to be able to generate sufficient cash flow from operations to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
  • Risks Related to Ownership of Our Class A Common Shares
  • An active trading market for our Class A common shares may not be sustained and the price of our Class A common shares may be volatile.
  • We may issue additional Class A common shares in the future in lieu of incurring indebtedness, which may dilute existing shareholders, or we may issue securities that have rights and privileges that are more favorable than the rights and privileges accorded to holders of our Class A common shares.
  • Substantial amounts of our Class A common shares could be sold in the near future, which could depress our share price and result in dilution of your shares.
  • We do not intend to pay distributions on our Class A common shares for the foreseeable future.
  • General Risk Factors
  • Cyber-attacks or acts of cyber-terrorism could disrupt our business operations and information technology systems or result in the loss or exposure of confidential or sensitive employee or company information.
  • Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and stock price.

Legal proceedings

On February 27, 2020, we and CP Development Co., LLC (an indirect subsidiary of ours) filed two lawsuits in the U.S. District Court for the Northern District of California. These lawsuits name as defendants the United States of America and Tetra Tech (and a Tetra Tech subsidiary), respectively. The lawsuits allege damages with respect to the financial harm resulting from (among other things) the delayed delivery to us of the remaining parcels of The San Francisco Shipyard, which parcels remain subject to further retesting by the U.S. Navy as a result of Tetra Tech’s allegedly fraudulent conduct. These lawsuits seek, in part, compensatory damages, equitable indemnification for the costs incurred in defending against the other lawsuits filed against us related to Tetra Tech’s activities, and attorneys’ fees.

Please refer to Note 14 of our consolidated financial statements included in Part II, Item 8 of this report, which is incorporated herein by reference, for descriptions of additional legal proceedings to which we are a party.

The opening of Item 3, Legal Proceedings.5

Sources

The numbers on this page point here. Each one links to the record it came from.

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    SEC EDGAROther events
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    SEC EDGAROther events
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