Five Point Holdings, LLCFPH
Five Point Holdings, LLC Earnings Per Share Disclosure
EARNINGS PER SHARE
The Company uses the two-class method in its computation of earnings per share. The Company’s Class A common shares and Class B common shares are entitled to receive distributions at different rates, with each Class B common share receiving 0.03% of the distributions paid on each Class A common share. Under the two-class method, the Company’s net income available to common shareholders is allocated between the two classes of common shares on a fully-distributed basis and reflects residual net income after amounts attributed to noncontrolling interests. In the event of a net loss, the Company determined that both classes share in the Company’s losses, and they share in the losses using the same mechanism as the distributions. The Company also has restricted share awards that have a right to non-forfeitable dividends while unvested and are contemplated as participating when the Company is in a net income position. These awards participate in distributions on a basis equivalent to other Class A common shares but do not participate in losses.
No distributions to common shares were declared for the years ended December 31, 2025, 2024 and 2023.
Diluted income (loss) per share calculations for both Class A common shares and Class B common shares contemplate adjustments to the numerator and the denominator under the if-converted method for the convertible Class B common shares, the exchangeable Class A units of the San Francisco Venture and the exchangeable Class A Common Units of the Operating Company. The Company uses the treasury stock method or the two-class method when evaluating dilution for RSUs, restricted shares, and performance restricted units and shares. The more dilutive of the two methods is included in the calculation for diluted income (loss) per share.
The following table summarizes the basic and diluted earnings per share calculations for the years ended December 31, 2025, 2024 and 2023 (in thousands, except shares and per share amounts):
| 2025 | 2024 | 2023 | |||||||||||||||
Numerator: | |||||||||||||||||
| Net income attributable to the Company | $ | 70,966 | $ | 68,297 | $ | 55,394 | |||||||||||
| Adjustments to net income attributable to the Company | (304) | (33) | (16) | ||||||||||||||
| Net income attributable to common shareholders | $ | 70,662 | $ | 68,264 | $ | 55,378 | |||||||||||
Numerator—basic common shares: | |||||||||||||||||
| Net income attributable to common shareholders | $ | 70,662 | $ | 68,264 | $ | 55,378 | |||||||||||
| Less: net income allocated to participating securities | $ | 55 | $ | 84 | $ | 270 | |||||||||||
| Allocation of basic net income among common shareholders | $ | 70,607 | $ | 68,180 | $ | 55,108 | |||||||||||
| Numerator for basic net income available to Class A common shareholders | $ | 70,584 | $ | 68,157 | $ | 55,089 | |||||||||||
| Numerator for basic net income available to Class B common shareholders | $ | 23 | $ | 23 | $ | 19 | |||||||||||
Numerator—diluted common shares: | |||||||||||||||||
| Net income attributable to common shareholders | $ | 70,662 | $ | 68,264 | $ | 55,378 | |||||||||||
| Reallocation of income from dilutive potential securities | $ | 72,401 | $ | 72,818 | $ | 55,891 | |||||||||||
| Less: net income allocated to participating securities | $ | 53 | $ | 82 | $ | 258 | |||||||||||
| Allocation of diluted net income among common shareholders | $ | 143,010 | $ | 141,000 | $ | 111,011 | |||||||||||
| Numerator for diluted net income available to Class A common shareholders | $ | 142,987 | $ | 140,977 | $ | 110,992 | |||||||||||
| Numerator for diluted net income available to Class B common shareholders | $ | 23 | $ | 23 | $ | 19 | |||||||||||
Denominator: | |||||||||||||||||
| Basic weighted average Class A common shares outstanding | 69,976,942 | 69,224,327 | 68,826,340 | ||||||||||||||
| Diluted weighted average Class A common shares outstanding | 149,299,535 | 146,944,944 | 145,131,125 | ||||||||||||||
| Basic and diluted weighted average Class B common shares outstanding | 78,554,548 | 79,233,544 | 79,233,544 | ||||||||||||||
| Basic earnings per share: | |||||||||||||||||
Class A common shares | $ | 1.01 | $ | 0.98 | $ | 0.80 | |||||||||||
Class B common shares | $ | 0.00 | $ | 0.00 | $ | 0.00 | |||||||||||
| Diluted earnings per share: | |||||||||||||||||
Class A common shares | $ | 0.96 | $ | 0.96 | $ | 0.76 | |||||||||||
Class B common shares | $ | 0.00 | $ | 0.00 | $ | 0.00 | |||||||||||
Anti-dilutive potential Performance RSUs | 4,571,247 | 3,691,186 | 3,123,408 | ||||||||||||||
Anti-dilutive potential Restricted Shares (weighted average) | — | — | — | ||||||||||||||
Anti-dilutive potential Performance Restricted Shares (weighted average) | — | — | — | ||||||||||||||
| Anti-dilutive potential Class A common shares from exchanges (weighted average) | 2,458,138 | 3,137,134 | 3,137,134 | ||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 6, 2026 | Showing above |
| 2024 | Feb 24, 2025 | |
| 2023 | Mar 4, 2024 | |
| 2022 | Mar 6, 2023 | |
| 2021 | Mar 11, 2022 | |
| 2020 | Mar 10, 2021 | |
| 2019 | Mar 13, 2020 | |
| 2018 | Mar 14, 2019 | |
| 2017 | Mar 30, 2018 | |
About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.