What changed in this filing

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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-03-18 · 730 added, 376 removed, 1505 unchanged (42% of the section changed)

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Based on this evaluation, our principal executive officer, our principal financial officer and our principal accounting officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report.

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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Based on our evaluation under the framework in the Internal Control-Integrated Framework (2013) , our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

This Annual Report does not include an attestation report of our Independent Registered Public Accounting Firm, Hancock Askew & Co., LLP, regarding internal control over financial reporting.

This Annual Report does not include an attestation report of our Independent Registered Public Accounting Firm, Baker Tilly US, LLP, regarding internal control over financial reporting.

Management’s report was not subject to attestation by our Independent Registered Public Accounting Firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

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OTHER INFORMATION.

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Not applicable.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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The rest of the information required in response to this Item 10 is included under the captions “Our Board of Directors”, “Corporate Governance, ESG and Our Approach to Risk Management”, “Our Executive Officers”, “Securities Ownership” in the Company's Proxy Statement, and such information is incorporated herein by reference.

The Proxy Statement will be filed with the Securities and Exchange Commission not later than March 31, 2025.

The Proxy Statement will be filed with the Securities and Exchange Commission not later than April 30, 2026.

EXECUTIVE COMPENSATION.

Information required in response to this Item 11 is included under the caption “Executive Compensation” in the Company's Proxy Statement, and such information is incorporated herein by reference.

The Proxy Statement will be filed with the Securities and Exchange Commission not later than March 31, 2025.

The Proxy Statement will be filed with the Securities and Exchange Commission not later than April 30, 2026.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

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Total 166,582 $ 25.52 473,242

Column (a) includes 142,990 stock options granted under our 2016 Equity Incentive Plan and 2006 Stock Incentive Plan and 12,528 performance share awards granted under our 2016 Equity Incentive Plan.

Column (a) includes 160,165 stock options awards and 6,417 performance share awards granted under our 2016 Equity Incentive Plan.

Each performance share award shown in the table represents a right to receive, subject to the satisfaction of certain performance criteria and the recipient’s continued service to the Company, a number of shares of restricted stock, which number will be calculated after the applicable performance period by dividing the pre-determined value of each award by the closing price of our common stock on the date the restricted stock is issued.

The aggregate value of the performance share awards shown in

table is $383,733.

For illustrative purposes, the maximum payout of the performance share awards has been assumed, and the number of performance share awards has been calculated using our closing stock price on December 31, 2024 ($30.63).

The aggregate value of the performance share awards shown in table is $146,250.

For illustrative purposes, the maximum payout of the

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performance share awards has been assumed, and the number of performance share awards has been calculated using our closing stock price on December 31, 2025 ($22.79).

The performance share awards are subject to partial or complete forfeiture if the vesting criteria are not met.

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Information required in response to this Item 13 is included under the captions “Corporate Governance, ESG and Our Approach to Risk Management” and “Our Board of Directors” in the Company's Proxy Statement, and such information is incorporated herein by reference.

The Proxy Statement will be filed with the Securities and Exchange Commission not later than March 31, 2025.

The Proxy Statement will be filed with the Securities and Exchange Commission not later than April 30, 2026.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Our independent registered accounting firm is Hancock Askew & Co., LLP , Jacksonville, Florida , Firm 794 .

Our independent registered accounting firm is Baker Tilly US, LLP , Jacksonville, Florida , Firm 23 .

Information required in response to this Item 14 is included under the caption “Proposal 2:

The Auditor Proposal” in the Company’s Proxy Statement, and such information is incorporated herein by reference.

The Proxy Statement will be filed with the Securities and Exchange Commission not later than March 31, 2025.

The Proxy Statement will be filed with the Securities and Exchange Commission not later than April 30, 2026.

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EXHIBITS, FINANCIAL STATEMENT SCHEDULE.

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FORM 10-K SUMMARY.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FRP Holdings, Inc.

March 18, 2025

April 15, 2026

Chief Executive Officer

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Officer (Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 18, 2025.

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Chief Executive Officer & Director

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Margaret Wetherbee

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FRP HOLDINGS, INC.

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14.1 Financial Code of Ethical Conduct between the Company, Chief Executive Officers and Financial Managers, adopted December 3, 2014, incorporated herein by reference to Exhibit 14 to the Company’s Form 10-Q filed on November 9, 2017.

19.1 F RP Holdings, Inc.

Securities Trading P olicy

21.1 S u b s i d i a r i e s o f R e g i s t r a n t a t D e c e m b e r 3 1 , 2 0 2 4

23.1 Consent of Hancock Askew & Co., Inc., Independent Registered Public Accounting Firm, appears on page 30 of this Form 10-K.

19.1 FRP Holdings, Inc.

Securities Trading Polic y incorporated herein by reference to the Company's Form 10-K file d on March 18 , 2 025

21.1 Subsidiaries of Registrant at December 31, 2025

23.1 Consent of Hancock Askew & Co., Baker Tilly US, LLP, Independent Registered Public Accounting Firm, appears on page 28 of this Form 10-K.

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23.2 Consent of Baker Tilly US, LLP, Independent Registered Public Accounting Firm, appears on page 28 of this Form 10-K.

31.1 Certification of John D.

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97.1 FRP Holdings, Inc.

Executive Officer Compensation Clawback Policy incorporated her ein by reference t o the Company 's Form 10-k file d on March 2 6 , 2024 .

Executive Officer Compensation Clawback Policy incorporated herein by reference to the Company's Form 10- K filed on March 26, 2024.

101.INS XBRL Instance Document Taxonomy Extension Schema

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104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).

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FRP HOLDINGS, INC.

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All schedules have been omitted, as they are not required under the related instructions, are inapplicable, or because the information required is included in the consolidated financial statements.

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No.

333-216025) of FRP Holdings, Inc.

of our report dated April 15, 2026, relating to the consolidated financial statements, which appears in this Form 10-K for the year ended December 31, 2025.

/s/ Baker Tilly US, LLP

Jacksonville, Florida

April 15, 2026

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FRP Holdings, Inc.

Jacksonville, Florida

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No.

333- 125099, 333-131475 and 333-216025) of FRP Holdings, Inc.

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No.

333-216025) of FRP Holdings, Inc.

of our report dated March 18, 2025, relating to the consolidated financial statements which appear in the Annual Report to Shareholders incorporated by reference herein.

Respectfully submitted,

Hancock Askew & Co., LLP

/s/ Hancock Askew & Co., LLP

Jacksonville, Florida

March 18, 2025

April 15, 2026

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Annual Report 2025

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Gain on sale of real estate and other income $ — 182 (100.0)

Gain (loss) attributable to noncontrolling interest $ 75 (420) (117.9)

Gain (loss) attributable to noncontrolling interest $ (368) 75 N/A

Net income attributable to the Company $ 3,330 6,385 (47.8)

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Emphasis will be placed on generating returns through opportunistic disposition, as well as cash-flow and long-term appreciation.

We strive to improve shareholder value through (1) active engagement with properties and partners to grow asset value, (2) contributing our operating expertise and connections to maximize value and NOI growth, and (3) manage our capital structure in an efficient and responsible manner, with a watchful eye on projected future market conditions and trends to facilitate timely disposition of selected assets, (4) diligent, sustainable growth.

We strive to improve shareholder value through (1) active engagement with properties and partners to grow asset value, (2) contributing our operating expertise and connections to maximize net asset value, cashflow and NOI growth, and (3) manage our capital structure in an efficient and responsible manner, with a watchful eye on projected future market conditions and trends to facilitate timely disposition of selected assets, (4) diligent, sustainable growth.

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To Our Shareholders,

Take yourself back to December 31, 2021.

As you no doubt remember, the country was still very much in the middle of the societal and financial problems of the COVID era.

Beyond that, the Chiefs had taken a break from winning Super Bowls though not from beating the Bills in dramatic fashion, Juan Soto still lived at Dock 79, and probably most importantly, this Company began tracking pro rata Net Operating Income (NOI).

In the three year span following that date we have increased occupancy by 811 units of multifamily product in four different projects, completed 100% industrial occupancy of 247,340 square feet in three new warehouses, and purchased land for another 1,281,420 square feet.

We have earned over $16 million in net income, returned $2 million to shareholders in the form of share repurchases and most remarkably, we have grown NOI from $17.6 million to $38.1 million for a compound annual growth rate of almost 30%, including a 26.2% improvement in NOI in 2024 over 2023.

We were able to accomplish all of this while only reducing our cash on hand from $161.5 million at the end of 2021 to $148.6 million at the end of 2024.

We made mention of this previously, but that level of growth, while remarkable, is also unsustainable.

Due to the timing of construction, delivery, and investment, we expect NOI in 2025 to remain flat if not slightly off of 2024.

In the Industrial and Commercial Segment, 53% of the platform will be vacant and up for renewal.

These vacancies at Cranberry and at our new Chelsea building will take time to lease-up and will have operating expenses that will eat into 2025 NOI when compared to 2024.

The lease-up of three different projects (Verge, Bryant Street, and .408 Jackson) in our Multifamily segment was a huge driver of 2024 NOI growth.

The rapid NOI growth we experienced with the lease-ups will give way in 2025 to more organic growth as we grow rents on already stabilized assets, a particular challenge for the DC assets which will be competing with a glut of new projects.

Mining royalties should remain strong in 2025, though from an NOI perspective, it will be difficult to keep pace with 2024, simply for the fact that we received a considerable back dated minimum payment at one location, which we can’t replicate for obvious reasons.

However, the idea that we are simply catching our breath in 2025 after several years of rapid growth would be inaccurate.

Our development segment should disabuse anyone of that delusion.

In 2025, we will begin construction on our two industrial joint ventures in Florida.

These projects will increase our industrial footprint by 49% to over 1.1 million square feet and add an anticipated $5.3 million ($4.4 million pro-rata) in NOI when they are fully leased and occupied in 2027.

In Maryland, we will continue to entitle our industrial pipeline and have our Crouse and Mechanics Valley sites shovel ready by 2026, while simultaneously pursuing a new land purchase, industrial joint venture, or possibly both.

This is essentially “year zero” for our industrial growth strategy, where through both in-house development and JV’s we plan to build three new industrial projects every two years for the foreseeable future and look to double the size of our

industrial platform over the next five years.

We anticipate moving forward with two multifamily projects outside the DC area, one in South Carolina and the other in Florida.

Assuming these projects meet our return thresholds, they will add 810 units and an anticipated $6 million in pro rata NOI upon stabilization.

While our core focus is industrial development, we believe that putting our money to work in these types of assets in growth markets is both a good use of capital and an effective way to hedge our aggressive industrial strategy through assets classes and partners we understand and believe in.

In short, if you judge 2025 solely on the NOI it produces relative to 2024, and the level of growth we’ve achieved since 2021, you are going to be disappointed.

But in terms of setting the stage for future growth, we believe that 2025 is going to be anything but a disappointment.

Aggressive capital deployment along the lines of the $71 million we anticipate putting into new projects in 2025 is not a prospect we take lightly.

In our capital planning, we have set strict thresholds to never dip below $40 million of cash on hand, and on top of that we will keep additional capital available through our revolving credit facility.

We have jealously guarded our cash and our assets in the past, and we are not about to put at risk the decades of work that both represent.

This remains your Company and as seriously as management takes its responsibility as stewards of your capital, we are equally excited to put that capital to work.

Looking back at this time last year, we communicated that 2025 would likely represent a transitional financial year for the Company.

That expectation largely proved accurate.

Pro rata Net Operating Income (NOI) growth moderated and earnings declined as several multifamily assets moved beyond lease-up, portions of our industrial portfolio entered a new leasing cycle, and broader supply-demand dynamics created headwinds for rent growth and leasing velocity.

These developments were largely anticipated and reflect timing within our development and leasing pipeline rather than any deterioration in asset quality or long-term strategy.

Where we fell short as a Company was setting the company up for growth in 2026.

We expected to lease up our most recent spec warehouse and shore up vacancies in our same store assets and we didn’t.

On top of that, we made an acquisition that while necessary and accretive for the long-term future of the company, also adds additional general and administrative expense, depreciation, and interest expense.

Any growth in NOI in 2026 will be marginal.

Funds From Operations (FFO), which most of our real estate peers use as the best metric for tracking operational cash flow, will be down.

Increased expenses, depressed cash flows- these are not traditionally the ingredients for success in the short term for the performance of a stock.

These metrics also do not tell the full story of everything we set in motion in 2025.

This past year was incredibly important strategically for the long-term performance of the Company.

The acquisition of the Altman Logistics Properties platform expands our operating footprint into Florida and New Jersey — markets with strong demographic trends, logistics demand, and long-term capital interest.

Equally important, the acquisition strengthened our internal talent base, broadened our development pipeline, and expanded relationships with equity partners, lenders, and operating counterparties.

Together, these enhancements position the Company to grow both durable cash flow and net asset value over time.

The increase in expenses are an alternative to expansion via a joint venture strategy that we have pursued in the past.

While minimizing G&A initially, this strategy is paid for through development fees, and far more significantly, with equity in a successful project.

Because of this acquisition, we not only have key personnel who fill roles that were already envisioned as part of our development strategy, but these new employees are based in the markets that we could only enter via our previous joint venture strategy.

We are now able to execute our traditional in-house development as well as take on fee development opportunities, or execute a hybrid of these two models.

This will allow us to generate

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equity in successful projects rather than giving it up.

By acquiring Altman Logistics and its platform, we are in the markets we want to be in, have the people we need to grow, have projects underway capable of carrying the cost of this human capital, and can scale beyond our current size disproportionately to G&A growth.

We have enhanced our flexibility in how we grow, can earn development fees instead of paying them, can generate equity in successful projects instead of giving it up, and compound these savings into additional projects under the same platform.

The combination of development fees and loss in equity on a project can range from 3-15% of total project costs, so reversing that flow of cash and equity is not insignificant to the Company in terms of future financial performance.

This acquisition has refined and augmented a platform and pipeline that management expects will drive earnings and earnings growth, operational cash flow, and net asset value, which we believe we will accomplish through three complementary drivers of value:

(1) durable cash flow from mining royalties, (2) operational execution and same-store growth, and (3) development and disciplined capital deployment.

We are fortunate to have as tenants some of the best operators in the aggregates business.

They have continued to push price aggressively which is why we saw a $1.5 million improvement in royalty revenue in 2025 despite 500,000 fewer tons mined.

Given our market concentration in Florida, I would expect volumes to be flat if not slightly down in 2026 given a relative softening in private construction (with the glaring exception of data centers) and housing starts.

Our royalty agreements are based on the previous year's average sales price, so if pricing growth softens, it won't affect our royalty on the price side for another year.

Historically, the Florida aggregates market is the tail of the whip in terms of market cyclicality, but that's generally a good thing.

We have the utmost confidence in the long term direction of this segment because of the strength of the markets our assets serve and the operating skill of our tenants.

It is for those very reasons that this segment has long been a significant cash flow generator for the company and why we have been able to put money towards development at conservative leverage levels relative to your typical developer.

Improving same-store occupancy and performance across our existing assets remains a near-term priority.

Multifamily performance, particularly within our Washington DC submarkets, has faced supply pressures and regulatory challenges, though early signs of stabilization are emerging.

Industrial vacancies tied to newly delivered buildings or recent move-outs and existing vacancy represent embedded NOI growth as leasing progresses.

Fully occupied at current market rates, the

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vacancies in our current assets represent approximately $3-$3.5 million in NOI growth—growth we can achieve with minimal capital expenditures.

It may take a year, it may take two, but we will have our current industrial assets back to the occupancy levels we have historically enjoyed.

Development, and industrial development in particular, continues to be our primary engine for long-term value creation.

Our expanded industrial pipeline is set to deliver value in two distinct ways.

The merchant development program we acquired from our purchase of Altman Logistics Properties will generate cash from sales upon stabilization.

More in line with our traditional growth model are our industrial assets under development in Lakeland and Broward County and Minneola, FL.

When these assets reach stabilization in approximately 2028, they will represent approximately $9.3 million in NOI attributable to the Company.

As an asset class, industrial has always been an operating business—more so than ever as industrial moves past the covid surge and into a more normalized environment.

Success will require disciplined underwriting and talent in execution, both by leveraging networks to find off market deals in infill locations and developing assets under budget.

If assets are well executed and in the right location, a properly capitalized company that underwrites realistically won’t put themselves in a bad place on the front end and won’t have to force anything in terms of leasing and sales that it will regret five years down the line.

Talent, discipline, location, and capital have always been the ingredients for success in real estate.

Going forward they are an absolute necessity.

Our strategy remains concentrated in Florida, New Jersey, and Maryland — markets we know well and where long-term demand drivers remain intact.

Each benefits from population density, critical infrastructure, and barriers to entry that constrain supply in well-located submarkets.

While near-term conditions vary, these regions serve as essential nodes within the national logistics network, and we invest with that durability in mind.

I have touched on this several times in the past, but anyone who has looked at our sum of the parts valuation will have noticed that the market tends to only give this Company credit for its income producing assets.

Anything under development is essentially free for anyone who buys our stock.

What that tells me is that the market considers us a “show me” story.

Over the next several years, the ratio of our income producing assets to assets under development will shift significantly.

When the assets currently under development are producing cash flows, I refuse to believe that the market will continue to look at this company and say “your dollar is worth sixty cents.” As is typical in real estate development cycles, periods of elevated investment, integration, and leasing activity can temporarily

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pressure reported earnings.

Incremental general and administrative costs, depreciation, financing expenses, and capital deployment associated with newly acquired and developing assets will continue to depress near-term financial results.

GAAP earnings may therefore understate underlying value creation, while FFO may reflect some continued short-term pressure.

Reported results will likely remain mixed until assets under development stabilize, vacancies are leased, and the next phase of earnings and NAV expansion is realized.

Said simply, I know that 2026 is likely to be a mixed bag in much the way 2025 was.

I also know that is frustrating for any shareholder looking for an immediate turn around to this year.

But more important to me is knowing where the Company is headed.

For a public company, even a small-cap public company, management and board ownership of this company is disproportionately large.

Because insider ownership is so prevalent, there can be no doubt regarding alignment between management and shareholders.

When we make capital decisions, we make them based on long-term value creation, even if they come at the expense of short-term results.

Because of where we are and where we are going, our chairman bought 14,971 shares in 2025, and I bought 4,166.

I won’t speak for him, but I intend to buy just as much in 2026.

With the assets, balance sheet, and talent at this Company’s disposal, it is an investment I am only too happy to make, because I am confident that the market will ultimately recognize the value we are set to create with our same store growth and development pipeline.

When we do, it will be hard to ignore.

Chief Executive Officer

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FORWARD LOOKING STATEMENTS

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interest rates, inflation and general economic conditions;

demand for flexible warehouse/office facilities in the MidAtlantic and Florida;

demand for flexible warehouse/office facilities in the Mid-Atlantic and Florida;

multifamily demand in Washington D.C.

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The Company owns (predominately in fee simple but also through ownership of interests in joint ventures) approximately 21,485 acres of land in Florida, Georgia, Maryland, Virginia, South Carolina, and the District of Columbia.

This land is generally held by the Company in four distinct segments:

This land is held by the Company in four distinct segments:

(i) Industrial and Commercial Segment (land owned and operated as income producing rental properties in the form of commercial properties), (ii) Mining Royalty Lands Segment (land owned and leased to mining companies for royalties or rents), (iii) Development Segment (land owned or joint ventures held for investment to be further developed for future income production or sales to third parties), and (iv) Multifamily Segment (ownership, leasing and management of buildings through joint ventures).

Industrial and Commercial Segment.

As of December 31, 2024, the Industrial and Commercial Segment includes nine buildings at four commercial properties owned by the Company in fee simple as follows:

As of December 31, 2025, the Industrial and Commercial Segment includes ten buildings at five commercial properties owned by the Company in fee simple as follows:

1) 34 Loveton Circle in suburban Baltimore County, MD consists of one office building totaling 33,708 square feet which is 59.3% occupied (25% of the space is occupied by the Company for use as our Baltimore headquarters).

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The property is subject to commercial leases with various tenants.

4) Hollander 95 Business Park in Baltimore City, MD consists of three industrial buildings totaling 247,340 square feet that are 100.0% leased occupied.

4) Hollander 95 Business Park in Baltimore City, MD consists of three industrial buildings totaling 247,340 square feet that are 100.0% leased and occupied.

5) 755 Chelsea Road in Harford County, MD is a 258,279 square foot speculative industrial building.

Our Development segment completed construction and it moved to this segment as of April 1, 2025.

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Mining Royalty Lands Segment – Mining Properties.

The Company owns a fee simple interest in 14 open pit aggregates quarries located in Florida, Georgia and Virginia, which comprise approximately 16,640 total acres.

The Company’s quarries are subject to mining leases with various tenants, including Vulcan Materials, Martin Marietta, Cemex, Argos, and The Concrete Company.

Aggregates consist of crushed stone, sand, gravel, fill dirt, limestone and calcium and are used primarily in construction applications.

Nine of the Company’s quarries (located in Grandin, FL, Fort Myers, FL, Keuka, FL, Newberry, FL, Astatula, FL, Columbus, GA, Macon, GA, Tyrone, GA, and Manassas, VA;

totaling 13,870 acres) are currently being mined, and five of the Company’s quarries (located in Marion County, FL, Lake Louisa, FL, Astatula, FL, Lake Sand, FL and Forest Park, GA;

The Company’s quarries are subject to mining leases with various tenants, including Vulcan Materials, Martin Marietta, Cemex, Quikrete, and The Concrete Company.

Aggregates consist of crushed stone, sand, gravel, fill dirt, limestone, granite and calcium and are used primarily in construction applications.

Ten of the Company’s quarries (located in Grandin, FL, Fort Myers, FL, Keuka, FL, Newberry, FL, Astatula, FL, Lake Louisa, FL, Columbus, GA, Macon, GA, Tyrone, GA, and Manassas, VA;

totaling 15,058 acres) are currently being mined, and four of the Company’s quarries (located in Marion County, FL, Astatula, FL, Lake Sand, FL and Forest Park, GA;

totaling 1,582 acres) are leased but are not currently being mined.

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In 2006, a subsidiary of the Company entered into a joint venture agreement with Vulcan Materials Company to jointly own and develop approximately 4,280 acres of land near Brooksville, Florida as a mixed-use community.

In April 2011, the Florida Department of Community Affairs issued its final order approving the development of the project consisting of 5,800 residential dwelling units and over 600,000 square feet of commercial and 850,000 of light industrial uses.

Zoning for the project was approved by the County in August 2012.

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The segment also owns an additional 36 acres of investment property in Brooksville, Florida.

Additionally, these locations provide us with opportunities for valuable “second lives” for these assets through proper land planning and entitlement.

Significant “2 nd life” Mining Lands:

Location Acreage Status

Brooksville, FL 4,280 +/- Development of Regional of Impact and County Land Use and Master Zoning in place for 5,800 residential unit, mixed-use development

Myers, FL 1,907 +/- Approval in place for 105, one-acre, waterfront residential lots after mining completed.

Total 6,187 +/-

Development Segment – Industrial and Commercial Land.

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1) 54 acres of land that will be capable of supporting over 635,000 square feet of industrial product located at 1001 Old Philadelphia Road in Aberdeen, MD (Crouse land adjacent to Cranberry Business Park).

2) 17 acres of land in Harford County, MD with a 258,000 square feet speculative warehouse project on Chelsea Road under construction due to be complete in the second quarter of 2025.

3) 170 acres of land Cecil County, MD that can accommodate 900,000 square feet of industrial development.

2) 170 acres of land in Cecil County, MD that can accommodate 900,000 square feet of industrial development.

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Development Segment – Land Held for Development or Sale.

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The approved development includes numerous publicly accessible open spaces and a waterfront esplanade along the Anacostia River.

The first phase (now known as Dock 79), was completed through a joint venture with MRP Realty (MRP), and consisted of a single building with residential and retail uses.

Upon stabilization in July 2017, this building was the first in our fourth business segment now known as the Multifamily Segment.

The second phase (The Maren), also completed through a joint venture with MRP, consists of a single building with residential and retail uses, and was added to the Multifamily Segment effective March 31, 2021.

The final two phases, Phase 3 and Phase 4 remain under a first-stage PUD approval expiring April 5, 2025, permitting 599,545

square feet of hotel and office development with first floor retail.

FRP is in the process of modifying, amending, and extending the existing PUD to allow for residential development with first floor retail.

Phase 1 and 2 (Dock 79 & The Maren) are in the multifamily segment.

The final two phases, Phase 3 and Phase 4 obtained second-stage PUD approval on October 10, 2025, permitting approximately 602,553 square feet of apartments (~590 units) with first floor retail.

The PUD requires Phase 4 construction to commence within 3 years and commencing Phase 3 construction within 3 years after obtaining the Phase 4 certificate of occupancy.

The net book value of this property is $9.0 million.

2) Square 664E:

The Company’s Square 664E property is approximately two acres situated on the Anacostia River at the base of South Capitol Street less than half a mile down river from our Riverfront on the Anacostia property.

This property is currently under lease to Vulcan Materials for use as a concrete batch plant through 2026.

In March 2017, reconstruction of the bulkhead was completed at a cost of $4.2 million in anticipation of future high-rise development.

The net book value of this property is $7.0 million.

3) Hampstead Trade Center:

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We are fully engaged in the formal process of seeking PUD entitlements for this tract, which is now known as “Hampstead Overlook”.

3) Square 664E:

This property is currently under lease to Vulcan Materials for use as a concrete batch plant through 2026.

In March 2017, reconstruction of the bulkhead was completed at a cost of $4.2 million in anticipation of future high-rise development.

This property is classified as Real estate held for investment, at cost on the balance sheet.

4) Windlass Run:

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Construction of the first phase, which includes two office buildings and two retail buildings totaling 100,030-square-feet (inclusive of 27,950 retail), commenced in the fourth quarter of 2017 and was completed in January 2019.

At December 31, 2024 Phase I was 78.6% leased and occupied, the subsequent phases will follow as each phase is stabilized.

At December 31, 2025 Phase I was 87.2% leased and occupied.

In 2024, the partnership agreed to spend up to $1.0 million dollars to amend and modify 218,620 square feet of office and retail development for 153 for rent residential units, up to four (4) one-acre retail lots for ground lease opportunities, and maintain the flexibility to construct a single-story office building totaling 21,760 square feet.

5) Aberdeen Overlook:

In October 2021, the Company entered into a loan agreement with CBR Aberdeen, LLC for $31.1 million in exchange for an interest rate of 10% and a 20% preferred return after which the Company is also entitled to a portion of proceeds from sales from a residential land development in Harford County, MD.

In August 2022, the Company invested $3.6 million for a 16% interest in a joint venture with Woodfield Development to purchase and develop 46 acres in Estero, FL into a mixed-use project with 596 multifamily units, 60,000 square feet of commercial space, 20,000 square feet of office space and a boutique 170-key hotel.

While the joint venture attempts to rezone the property, the Company will receive a preferred return of 8% with an option to roll its investment into equity in the vertical development or exit at that point.

Vertical construction is expected to commence in 2025.

While the joint venture rezoned the property, the Company received a preferred return of 8% with an option to roll its investment into equity in the vertical development or exit at that point.

On September 12, 2025, we secured construction financing for the first phase (296 multifamily units and 28,745 square feet of retail) and agreed to invest $7.7 million to maintain our 16% interest.

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7) Buzzard Point:

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The Company owns 50% of the partnership with MRP.

In August 2023, the Company entered into an agreement with Woodfield Development for the acquisition and development of a mixed-use project known as “Woven” in Greenville, SC, to consist of an estimated 214 multifamily units and 10,000 square feet of retail space.

The joint venture is in the pre-development and pre-closing phase in pursuit of vertical construction closing conditions.

The Company owns 50% at this time with final ownership to be determined based upon contributions by the partners, land contributors, and other investors.

Vertical construction is expected to commence in 2025.

We entered into two new joint venture agreements in early 2024 with Altman Logistics Properties (formerly doing business as BBX Logistics).

The first joint venture is a 200,000 square-foot warehouse development project in Lakeland, FL, and the second joint venture is a 182,000 square-foot warehouse redevelopment project in Broward County, FL.

We anticipate construction to start on both projects in the second quarter of 2025.

In August 2023, the Company entered into an agreement with Woodfield Development for the acquisition and development our third multifamily project in Greenville, SC.

On May 30, 2025, we secured construction financing for the $87.8M project with 214 units and 13,500 square feet of ground floor retail that is eligible to receive South Carolina Textile Rehabilitation Credits upon substantial completion and received Special Source Credits equal to 50% of the real estate taxes for a period of 20 years.

The project broke ground during the 3rd quarter and substantial completion of the project is expected in late 2027.

9) We entered into two new joint venture agreements in early 2024 with Altman Logistics.

The first joint venture is a 201,420 square-foot warehouse development project in Lakeland, FL, and the second joint venture is a two building 183,215 square-foot warehouse redevelopment project in Broward County, FL.

We closed on both construction loans in March, 2025 and construction commenced in the second quarter of 2025.

Substantial completion of both projects is expected in the second quarter of 2026.

On October 21, 2025 we purchased the interests of Altman Logistics in these two joint ventures and now own 100% of both of these projects.

10) Camp Lake:

On July 23, 2025, we entered into a joint venture agreement with Strategic Real Estate Partners (“SREP”), a private real estate development firm which specializes in industrial real estate development, to develop 377,892 square feet in two warehouses in Lake County, Florida near Orlando, with options for investment in additional industrial warehouses on adjacent properties in the future.

Substantial completion of the first warehouse is expected in the first quarter of 2027.

11) Altman Logistics business acquisition:

On October 21, 2025, the Company completed the closing on its Purchase and Sales Agreement to acquire the business operations and development pipeline of Altman Logistics Properties, LLC, an operating platform of BBX Capital.

The following table details the projects purchased and the square feet (SF) of the warehouses:

City Street Address 36’ Clear Height SF Ownership Acquired

Delray Beach, FL 14130 S State Rd.

7 199,476 10%(1) Substantial completion Q1 2026

Delray Beach, FL 14130 S State Rd.

7 392,976 10% (1) Land for 2 warehouses

Hamilton, NJ 600 Horizon Dr.

170,800 8.5% (1) Substantial completion Q1 2026

Parsippany, NJ 8 Lanidex Plaza W.

140,031 10% (1) Substantial completion Q2 2026

Southwest Ranches, FL SW 202 nd Ave.

& Sheridan St.

335,617 Land acquisition contract 2026

(1) General Partner investment, distributions will be based upon waterfall model.

Multifamily Segment.

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In 2014, approximately 2.1 acres (Phase I) of the total 5.8-acres was contributed to a joint venture owned by the Company (77%) and our partner, MRP Realty (23%), and construction commenced in October 2014 on a 305-unit residential apartment building with approximately 14,430 square feet of first floor retail space.

The property is located on Potomac Avenue in Washington, DC,

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across the street from the Nationals Park and is part of a four-phase master development know as Riverfront on the Anacostia.

Lease-up commenced in May 2016 and rent stabilization of the residential units of 90% occupied was achieved in the third quarter of 2017.

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The Company owns 40% of the development.

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6) The Verge:

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Number of employees 25 19 15 13 14

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Quarterly Results (unaudited)

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Operating profit $ 2,325 1,657 1,363 1,683 7,028

Net income $ 1,335 2,059 1,379 1,687 6,460

Net income (loss) $ 1,634 624 565 139 2,962

Net income attributable to the Company $ 1,710 578 662 380 3,330

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This measure is not, and should not be viewed as, a substitute for GAAP financial measures.

Refer to “Non-GAAP Financial Measure” below in this annual report for a more detailed discussion, including reconciliations of this non-GAAP financial measure to its most directly comparable GAAP financial measure.

Refer to “Non-GAAP Financial Measure” below in this annual report

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for a more detailed discussion, including reconciliations of this non-GAAP financial measure to its most directly comparable GAAP financial measure.

Executive Overview

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Residential/mixed-use apartments in Washington, D.C., Greenville, SC, and Florida;

Warehouse or office properties in Maryland and Florida either existing or under development;

Warehouse or office properties in Maryland, New Jersey and Florida either existing or under development;

Mining royalty lands, some of which will have second lives as development properties;

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The major cash outlays incurred in this segment are for property taxes, full service maintenance, property management, utilities and marketing.

The six multifamily properties are as follows:

Property and Occupancy

Method of Accounting

Dock 79, Washington, D.C., 305 apartment units and 14,430 square feet of retail

MRP Realty & Steuart Investment Company

The Maren, Washington, D.C., 264 residential units and 6,811 square feet of retail

MRP Realty & Steuart Investment Company

The Verge, Washington, D.C., 344 apartment units and 8,536 square feet of retail.

Equity Method

Riverside, Greenville, SC, 200 apartment units

Woodfield Development

Equity Method

Bryant Street, Washington D.C., 487 apartment units and 91,520 square feet of retail

Equity Method

.408 Jackson, Greenville, SC, 227 apartment units and 4,539 square feet of retail.

Woodfield Development

Equity Method

Industrial and Commercial Segment.

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All of the commercial warehouse leases are triple net and common area maintenance costs (CAM Revenue) are billed monthly, and insurance and real estate taxes are billed annually.

Office leases are also recognized on a straight-lined basis.

Office leases are also recognized on a straight-

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The major cash outlays incurred in this segment are for operating expenses, real estate taxes, building repairs, lease commissions and other lease closing costs, construction of tenant improvements, capital to acquire existing operating buildings and closing costs related thereto and personnel costs of our property management team.

As of December 31, 2024, the Industrial and Commercial Segment includes nine buildings at four commercial properties owned by the Company in fee simple as follows:

1) 34 Loveton Circle in suburban Baltimore County, MD consists of one office building totaling 33,708 square feet which is 90.8% occupied (16% of the space is occupied by the Company for use as our Baltimore headquarters).

The property is subject to commercial leases with various tenants.

21 st Street in Duval County, FL was an office building property that remains under lease through March 2026.

We permitted the tenant to demolish all structures on the property during 2018.

3) Cranberry Run Business Park in Harford County, MD consists of five industrial buildings totaling 267,737 square feet which are 92.1% leased and occupied.

The property is subject to commercial leases with various tenants.

4) Hollander 95 Business Park in Baltimore City, MD consists of three industrial buildings totaling 247,340 square feet that are 100.0% leased and occupied.

Management focuses on several factors to measure our success on a comparative basis in this segment.

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As such, our costs in this business are very low as a percentage of revenue, are relatively stable and are not affected by increases in production at our locations.

Our current mining tenants are Vulcan Materials, Martin Marietta, Cemex, Summit Materials and The Concrete Company.

Additionally, these locations provide us with opportunities for valuable “second lives” for these assets through proper land planning and entitlement.

Significant “2 nd life” Mining Lands:

Location Acreage Status

Brooksville, FL 4,280 +/- Development of Regional of Impact and County Land Use and Master Zoning in place for 5,800 residential unit, mixed-use development

Myers, FL 1,907 +/- Approval in place for 105, one-acre, waterfront residential lots after mining completed.

Total 6,187 +/-

Our current mining tenants are Vulcan Materials, Martin Marietta, Cemex, Quikrete and The Concrete Company.

In late 2023, the Central Florida Expressway Authority (CFX) used its eminent domain power to take title to approximately 27.6 acres from the southern boundary of a parcel of the Company’s approximately 1,196-acre Lake Louisa property that is leased to Cemex.

As required by Florida law, CFX deposited $2,582,000 into the registry of the Court, representing CFX’s good faith estimate of the value of the condemned property.

As the Company’s tenant, Cemex is claiming a portion of the funds ultimately paid by CFX as business damages.

The Company is litigating with CFX over the value of the condemned property.

The condemnation proceeding is not expected to impact the lease with Cemex.

Development Segment.

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Additionally, our Development segment will purchase land or form joint ventures on new developments of land not previously owned by the Company.

Revenues in this segment are generated predominately from land sales and interim property rents.

The significant cash outlays incurred in this segment are for land acquisition costs, entitlement costs, property taxes, design and permitting, the personnel costs of our in-house management team and horizontal and vertical construction costs.

Development Segment – Industrial and Commercial Land.

At December 31, 2024, this segment owned the following future development parcels:

1) 54 acres of land that will be capable of supporting 635,000 square feet of industrial product located at 1001 Old Philadelphia Road in Aberdeen, MD (Crouse land adjacent to Cranberry Business Park).

2) 17 acres of land in Harford County, MD that can accommodate 258,000 square foot speculative warehouse project on Chelsea Road under construction due to be complete in the second quarter of 2025.

3) 170 acres of land located at 765 Mechanics Valley Road in Cecil County, MD that can accommodate 900,000 square feet of industrial development.

We also have three properties that were either spun-off to us from Florida Rock Industries in 1986 or acquired by us from unrelated third parties.

These properties are being prepared for their highest and best use and will either be sold or contributed as equity in a joint venture.

We are often able to lease these properties on an interim basis for an income stream while we wait for the development market to mature.

Development Segment - Significant Investment Lands Inventory:

Location Approx.

Acreage Status NBV

Riverfront on the Anacostia Phases III-IV 2.3 Conceptual design program ongoing $7,533,000

Hampstead Trade Center, MD 118 Seeking PUD in preparation for sale $11,856,000

Square 664E, on the Anacostia River in DC 2 Under lease to Vulcan Materials as a concrete batch plant through 2026 $7,194,000

Total 122.4 $26,583,000

Development Segment - Investments in Joint Ventures

The third leg of our Development Segment consists of investments in joint ventures for properties in development.

The Company has investments in joint ventures, primarily with other real estate developers which are summarized below:

Brooksville Quarry, LLC near Brooksville, FL

Vulcan Materials Company

Future planned residential development of 4,280 acres which are currently subject to mining lease

BC FRP Realty, LLC for 35 acres in Maryland

St John Properties

329,000 square-foot, multi-building business park 78.6% leased.

Pre-development for 153 single family rental homes, four retail lots, and an office building

Aberdeen Overlook residential development in Harford County, MD

$31.1 million in exchange for an interest rate of 10% and a 20% preferred return after which the Company is also entitled to a portion of proceeds from sale

Woodfield Development

Pre-development activities for a mixed-use project with 596 multifamily units, 60,000 square feet of commercial space, 20,000 square feet of office space and a boutique 170-key hotel.

Construction is expected to commence in 2025.

FRP/MRP Buzzard Point Sponsor, LLC

Pre-development activities for first phase of property owned by Steuart Investment Company (SIC) under a Contribution and Pre-Development Agreement between this partnership and SIC

Woven property in Greensville, SC

Woodfield Development

Pre-development activities for a mixed-use project with approximately 214 multifamily units and 10,000 square feet of retail space.

Vertical construction is expected to commence in 2025.

Altman Logistics Properties (formerly doing business as BBX Logistics)

Pre-development activities for a 200,000 square foot class A warehouse.

We plan to commence construction in the second quarter of 2025 at which time the Company's ownership increases to 90%.

Broward County, FL

Altman Logistics Properties (formerly doing business as BBX Logistics)

Pre-development activities for 182,000 square feet of industrial product.

We plan to commence construction in the second quarter of 2025 at which time the Company's ownership increases to 80%.

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Revenues in this segment are generated from management fee revenues from our joint venture partners and interim property rents.

The significant cash outlays incurred in this segment are for land acquisition costs, entitlement costs, property taxes, design and permitting, and the personnel costs of our in-house management team (included in general and administrative expenses) and horizontal and vertical construction costs.

Joint ventures where FRP is not the primary beneficiary (including those in the Multifamily Segment) are reflected in the line “Investment in joint ventures” on the balance sheet and “Equity in loss of joint ventures” on the income statement.

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Lending ventures — % 14,803 — — —

Industrial Partnerships 9.63 % 8,477 11,551 4,510 —

Greenville Woven 64.85 % 12,231 13,957 1,142 —

Estero Partnership 16.00 % 7,008 10,797 1,318 —

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Total $ 152,253 302,958 166,304 (9,105)

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The major classes of assets, liabilities and equity of the Company’s unconsolidated joint ventures as of December 31, 2025 are summarized in the following two tables (in thousands):

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As of December 31, 2025

Industrial Partnerships Brooksville

Quarry, LLC BC FRP

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Total Liabilities and Capital $ 119,975 $ 14,404 23,759 11,318 492,063 $ 661,519

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The following table presents the calculation of the Company's pro rata share of certain balance sheet items by segment as of December 31, 2025:

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Consolidated shareholder's equity $ 428,513

Executive Summary and Analysis – In the fourth quarter, the Company saw a 21% improvement in pro rata NOI compared to the same period last year, and for the year ended December 31 2024 saw a 26% increase in pro rata NOI ($38.1 million vs $30.2 million) compared to 2023.

This is consistent with the almost 30% compound annual growth rate at which we have grown pro rata NOI since 2021.

We experienced meaningful NOI growth across all segments in 2024 compared to last year including a 17% improvement ($649,000) in Industrial and Commercial NOI;

a 23% increase ($2.7 million) in Mining Royalty lands NOI;

and a 34% increase ($4.6 million) in Multifamily NOI.

While we are proud of this level of growth, as we have mentioned in the past and highlight in our shareholder letter, it is also a pace we cannot possibly sustain, and do not expect to match in 2025.

For a number of reasons, we expect 2025 NOI to be flat if not slightly less than 2024.

In the Industrial Segment, we have vacancies at Cranberry and our new Chelsea building that will take time to lease up and will have operating expenses that will negatively impact NOI compared to 2024.

The lease-up of three

different projects (Verge, Bryant Street, and .408 Jackson) in our Multifamily segment had a profound impact in the growth of our NOI over the last 12 months.

In 2025, these lease-ups will give way to more organic growth as we attempt to improve rents on already stabilized assets, a particular challenge for the DC assets which will be competing with a glut of new projects.

Mining royalty revenue and earnings should remain strong in 2025, though from an NOI perspective, it will be difficult to keep pace with 2024, simply for the fact that we received a $1.9 million one-time minimum payment at one location, which we cannot replicate for obvious reasons.

The flip side of this coin is that while we anticipate our NOI growth to stall in 2025, the driver of most of our future NOI growth will also come in 2025 through an estimated $71 million in equity capital investment.

In 2025, we will begin construction on our two industrial joint ventures in Florida, continue to entitle our existing industrial pipeline in Maryland to have the land shovel ready in 2026, and look to augment our existing pipeline through a land purchase, industrial joint venture, or possibly both.

This is where the rubber hits the road on our pivot to industrial development, and sets the course for our stated goal of delivering three new industrial assets every two years as we look to double the size of this segment over the next five years.

While our core focus is industrial, we will continue to partner on multifamily projects that meet our return thresholds.

We believe these are an effective hedge of our aggressive industrial strategy.

We will always try to exploit our competitive advantage in the asset class we have the most experience in, but real estate can be cyclical and there will almost certainly come a day where the state of the industrial market will make us glad we continued to pursue multifamily development.

In 2025, we anticipate moving forward with two multifamily projects outside the DC area, one in South Carolina and the other in southwest Florida, which will add 810 units and $6 million in pro rata NOI upon stabilization.

Highlights of the year ending 12/31/24 .

• 20% increase in Net Income ($6.4 million vs $5.3 million)

• 26% increase in pro rata NOI ($38.1 million vs $30.2 million)

• The Mining Royalty Lands Segment's pro rata NOI includes a $2.2 million increase in unrealized revenues primarily due to a one-time, $1.9 million minimum royalty payment that applies to the prior twenty-four months as the tenant failed to meet a production requirement contained in the lease.

This revenue was straight-lined over the estimated remaining 20 year life of the lease.

• 34% increase in the Multifamily segment’s pro rata NOI primarily due to lease up of Bryant St., 408 Jackson, and The Verge.

This comparison includes the results for these three projects from the same period last year (when these projects were still in our Development segment).

• Industrial and Commercial revenue increased 5%, and segment NOI increased 17%

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Highlights 2025 compared to 2024:

• 48% decrease in Net Income ($3.3 million vs $6.4 million) mainly due to $2.5 million of expenses related to acquiring the Altman Logistics platform.

Excluding the $2.5 million of Altman acquisition expenses, adjusted Net income was down $1.1 million primarily due to the Industrial and commercial segment's operating profit decline of $1.4 million.

• 0.7% decrease in pro rata NOI ($37.9 million vs $38.1 million) primarily due to a non-recurring $1.85 million minimum royalty payment in last year's third quarter partially offset by a $0.62 million royalty overpayment deduction in the prior year.

The one-time, catch-up payment applied to the prior twenty-four months when the tenant failed to meet a production requirement contained in the lease.

The revenue from this payment was straight-lined over the life of the lease.

Excluding the $1.23 million positive net impact of non-recurring items in last year, adjusted pro rata NOI was up $1.0 million (3%) this year.

• Multifamily segment’s pro rata NOI decreased slightly as improved results at Bryant Street, .408 Jackson and The Verge were offset by reduced occupancy, uncollectable revenue along with higher operating costs and property taxes at Maren and higher than typical maintenance expenses at Dock 79.

• 8% decrease in Industrial and Commercial revenue and 14% decrease in that segment’s NOI due to vacancies following an eviction and lease expirations.

• Mining Royalty Lands' Segment's NOI increased slightly.

Excluding the $1.23 million non-recurring, positive net impact last year, adjusted pro rata NOI in this segment was up $1.5 million or 11% due to higher royalties per ton.

Executive Summary and Analysis

Results for 2025 were in line with the expectations we outlined earlier this year.

Reported net income declined compared to 2024 primarily due to legal expenses associated with the acquisition of Altman Logistics Properties in October 2025.

This acquisition was a critical step and tactical change in how we will execute our development strategy and is crucial to pro rata net operating income growth and expanding our asset base for the rest of this decade.

Pro rata Net Operating Income (NOI) for 2025 was down 0.7% compared to the previous year.

In 2024, the Mining Royalty Lands segment benefitted from two non-recurring events which had a net positive impact to NOI of ~$1.2M.

Adjusting for the $1.2M of non-recurring mining items from 2024, NOI would have been up by ~$1.0M, despite the vacancy and leasing headwinds we faced in our Commercial and Industrial segment.

Looking forward to 2026 and beyond, we will look to generate value in two ways.

The first way, and the more immediate return, is through increasing same store industrial and commercial NOI.

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Absolutely essential to that is resolving our current industrial vacancies (approximately 400,000 square feet) to restore the segment’s occupancy percentages back to the levels it has traditionally enjoyed.

At current market rents, this represents approximately $3-3.5 million in NOI improvement to this segment that can be achieved with minimal capex.

The second way we will generate value is through our development segment.

We have three industrial assets under development in Lakeland and Broward County, FL and Minneola, FL, totaling 762,085 square feet of new, Class A industrial space.

At lease-up stabilization, these assets represent approximately $9.3M in NOI attributable to the Company.

Just as important if not more so was the acquisition of Altman Logistics in late 2025.

This purchase included not only equity interests in joint ventures currently under development, but also key personnel who fill roles that were already envisioned as part of our development strategy.

These new employees broaden our real estate development capabilities and do so in a manner which we expect to be highly accretive to the business.

Prior to this transaction, our only method for expanding outside the Mid-Atlantic was through joint ventures.

We saved the time and money of not having to hire new employees and open a new office, but the tradeoff was development fees and equity in successful projects.

Through this acquisition, we have not only filled roles necessary to future growth with proven talent, but done so with employees based in markets beyond our historic development footprint that we previously needed joint ventures to enter.

The additional cashflows generated from the future sale of our minority interests acquired in the Altman transaction will help fuel our newly expanded development platform.

Far more important in terms of strategy and tactics, is the flexibility this transaction gives the Company.

We are now able to execute both in-house development as well as fee development, or a hybrid of the two, and do so while generating equity for shareholders rather than giving it up.

By acquiring Altman Logistics and its platform, through both the equity interest in projects currently under development and the team that came with it, we are in the markets we want to be in, have the people we need to grow, have projects underway capable of carrying the cost of this human capital, and can scale beyond our current size disproportionately to G&A growth and in lieu of bringing on additional JV partners.

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COMPARATIVE RESULTS OF OPERATIONS

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Mining royalty and rents 14,380 12,852 1,528 11.9 %

Joint venture management fee revenue 214 — 214

Total revenues 42,846 41,774 1,072 2.6 %

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Net income for 2025 was $3,330,000 or $.18 per share versus $6,385,000 or $.34 per share last year.

Excluding the $2.5 million of Altman acquisition expenses, adjusted Net Income was down $1.1 million.

Pro rata NOI for 2025 was $37,863,000 versus $38,139,000 last year.

• Pro rata NOI includes a one-time, minimum royalty payment of $1,853,000 that applies to the prior twenty-four months as the tenant failed to meet a production requirement contained in the lease.

This revenue was straight-lined over the estimated remaining 20 year life of the lease.

• General and administrative expense increased $1,305,000 over the same period last year due primarily to the implementation of our executive succession and transition plan that commenced in May, 2024.

• Net investment income increased $215,000 due to increased earnings on cash equivalents ($1,321,000) and increased income from our lending ventures ($1,059,000), partially offset by decreased preferred interest ($2,165,000) due to the conversion of FRP preferred equity to common equity at Bryant Street.

• Interest expense decreased $1,165,000 compared to the same period last year as we capitalized $1,296,000 more interest, partially offset by increased costs related to the increase in our line of credit with Wells Fargo.

More interest was capitalized due to increased in-house and joint venture projects under development this quarter compared to last year.

Excluding the $1.23 million positive net impact of non-recurring items in last year, adjusted pro rata NOI was up $1.0 million (3%) this year.

The following items impacted the comparative results:

• Operating profit decreased $4,676,000 impacted by $2,505,000 of expenses related to the Altman Logistics platform acquisition and higher General and administrative expense ($1,041,000 net of $214,000 Development fee revenue and $124,000 of acquisition expenses).

General and administrative expense increased primarily due to overlapping compensation as a result of the implementation of our executive succession and transition plan that commenced in June, 2024 along with the new employees from the acquisition.

Operating profit at our consolidated Multifamily segment (Dock & Maren only) decreased $1,164,000 due to lower occupancy and higher bad debts along with higher than typical maintenance expenses to upgrade our tenants' experience.

Industrial and commercial segment's operating

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profit declined $1,372,000 because of a $652,000 increase in depreciation expense from completion of our new Chelsea warehouse, as well as lower occupancy due to a tenant default and non-renewing leases.

Mining Royalty Land's segment operating profit increased $1,400,000 due to higher per ton royalty revenues and the prior year's overpayment deduction of $619,000.

• Net investment income decreased $2,288,000 due to reduced earnings on cash equivalents ($1,956,000) and reduced income from our lending ventures ($332,000) primarily due to fewer residential lot sales.

• Interest expense decreased $183,000 compared to the same period last year as we capitalized $182,000 more interest.

More interest was capitalized due to increased in-house and joint venture projects under development this year compared to last year.

• Equity in loss of Joint Ventures improved $2,254,000 due to improved results at our unconsolidated joint ventures.

Results improved at The Verge ($2,445,000) and .408 Jackson ($259,000) but that improvement was mostly offset by a $2,255,000 increase in loan guarantee expense.

The Company recorded a gain on loan guarantee of $1,886,000 in December 2023 as the guarantee liability was relieved upon the refinancing of the Bryant Street debt versus an expense of $496,000 in 2024 stemming from the guarantee of the new Bryant Street loan.

Results improved $719,000 at Windlass Run Business Park due to improved occupancy, lower variable interest rates ($246,000) and a $302,000 write-off of prior entitlement costs due to the change in use.

Bryant Street results improved $1,059,000 due to lower variable interest rates ($732,000) along with a $305,000 improved NOI.

Results improved $487,000 at The Verge primarily due to $284,000 lower interest expense following the refinancing in 2024 along with a $131,000 improvement in NOI.

Multifamily Segment (pro rata consolidated and pro rata unconsolidated)

For ease of comparison all the figures in the tables below include the results for Bryant Street, .408 Jackson, and The Verge from the prior period (when these projects were still in our Development segment).

Twelve Months Ended December 31,

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Net operating income $ 18,110 54.5 % 18,177 56.1 % (67) -.4 %

The combined consolidated and unconsolidated pro rata net operating income this year for this segment was $18,177,000, up $4,634,000 or 34% compared to $13,543,000 last year.

Most of this increase was from the lease up of Bryant Street, .408 Jackson, and The Verge.

These three projects contributed $9,740,000 of pro rata NOI to this segment compared to $5,466,000 in the Development segment last year, an increase of $4,274,000.

Same store NOI (Dock, Maren & Riverside) increased $360,000 or 4.5%.

The combined consolidated and unconsolidated pro rata net operating income this year for this segment was $18,110,000, down $67,000 compared to $18,177,000 last year.

NOI at Dock 79 was down $160,000 (4%) due to higher than typical maintenance expenses to improve our tenants' experience.

Maren NOI was down $457,000 (12%) due to lower occupancy and bad debts ($224,000), higher property taxes ($99,000), and higher than typical maintenance expenses.

Bryant Street NOI increased $305,000 (5%) primarily due to improved occupancy, lower bad debts and higher retail revenues.

Riverside NOI decreased $29,000 (3%) primarily due to higher property taxes ($53,000).

NOI at .408 Jackson increased $143,000 (11%) primarily due to improved rental rates.

The Verge NOI increased $131,000 (5%) primarily due to higher occupancy and reduced rent concessions more than offsetting a $128,000 increase in property taxes.

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Apartment Building Units Pro rata NOI

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$ 4,661 21.3 % 5,825 26.4 % (1,164) -20.0 %

Total revenues for our two consolidated joint ventures (Dock & Maren) were $22,096,000, an increase of $272,000 versus $21,824,000 last year.

Total operating profit before G&A for the consolidated joint ventures was $5,825,000, an increase of $1,285,000, or 28% versus $4,540,000 last year primarily due to lower depreciation and operating expense.

Depreciation decreased as some of the assets became fully depreciated.

Operating expenses decreased due to lower maintenance, utilities, insurance and marketing costs.

Total revenues for our two consolidated joint ventures (Dock & Maren) were $21,852,000, a decrease of $244,000 versus $22,096,000 last year.

Revenues increased $60,000 at Dock 79 due to improved retail billings and Maren revenues decreased $304,000 due to lower occupancy and higher bad debts.

Operating expenses increased at both properties due to higher than typical maintenance expenses to upgrade our tenants' experience and higher property taxes.

Total operating profit before G&A for the consolidated joint ventures was $4,661,000, down $1,164,000, or 20% versus $5,825,000 last year.

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Multifamily Segment (Pro rata unconsolidated)

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Operating profit before G&A $ 2,165 10.1 % 1,605 7.9 % 560 34.9 %

For our four unconsolidated joint ventures, pro rata revenues were $20,335,000, an increase of $5,635,000 or 38% compared to $14,700,000 in the same period last year.

Pro rata operating profit before G&A was $1,609,000 versus a loss of $1,542,000 last year, an increase of $3,151,000.

For our four unconsolidated joint ventures, pro rata revenues were $21,348,000, an increase of $1,012,000 or 5% compared to $20,336,000 in the same period last year as all four projects experienced revenue improvement.

Revenues improved at the Verge (up $446,000) due to higher occupancy and lower rent concessions, at Bryant Street (up $262,000) due to improved occupancy, lower bad debts and higher retail revenues, at .408 Jackson (up $229,000) due to improved rates, and at Riverside (up $76,000).

Depreciation increased $220,000 primarily due to the write-off of water damaged fixed assets as a result of two small accidental fires.

Pro rata operating profit before G&A was $2,165,000 versus $1,605,000 last year, an increase of $560,000 or 35%.

Industrial and Commercial Segment

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Net operating income $ 3,928 76.3 % $ 4,547 80.9 % $ (619) (13.6 %)

Total revenues in this segment were $5,621,000, up $267,000 or 5%, over last year.

Operating profit before G&A was $3,110,000, up $30,000 or 1% from $3,080,000 last year.

Revenues and operating profit are up because of full occupancy at 1841 62nd Street (which had only $11,000 of revenue in the first quarter last year) and the addition of 1941 62nd Street to this segment in March 2023 less $222,000 of allowance for uncollectible revenue on one tenant in the process of eviction.

We were 95.6% leased and occupied during 2024 inclusive of the uncollectable space leased.

Net operating income in this segment was $4,547,000, up $649,000 or 17% compared to last year partially due to $549,000 more unrealized rental revenue in the prior year due to rent abatements that expired in 2023.

Total revenues in this segment were $5,150,000, down $471,000 or 8%, over last year.

Operating profit before G&A was $1,738,000, down $1,372,000 or 44% from $3,110,000 last year.

Depreciation and amortization

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increased $652,000 primarily due to last April's completion of our 258,000 square foot speculative Chelsea warehouse.

Net operating income in this segment was $3,928,000, down $619,000 or 14% compared to last year.

Cranberry NOI was down $509,000 due to average occupancy of 58% compared to 92% last year.

Chelsea NOI was negative $118,000 due to carry costs.

NOI at 34 Loveton was down $67,000 due to average occupancy of 81% compared to 91% last year.

Hollander NOI increased $77,000 while it remained fully occupied.

Mining Royalty Lands Segment Results

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Net operating income $ 14,613 101.6 % $ 14,396 112.0 % $ 217 1.5 %

Total revenues in this segment were $12,852,000, an increase of $325,000 or 3% versus $12,527,000 last year despite a 3% decrease in royalty tons sold compared to 2023.

Royalty revenues were impacted by the deduction of royalties to resolve an $842,000 overpayment.

During the year, the tenant withheld $619,000 in royalties otherwise due to the Company with the remainder ($223,000) withheld in the fourth quarter of 2023.

There are no further amounts to be withheld moving forward.

Total revenues in this segment were $14,380,000, an increase of $1,528,000 or 12% versus $12,852,000 last year.

Royalty revenues in the prior year were impacted by the deduction of royalties to resolve an $842,000 overpayment which we referenced previously.

During 2024, the tenant withheld $619,000 in royalties otherwise due to the Company.

Royalty tons were down 5% primarily due to a decrease at one location that had one-time project specific rail shipments in the prior year.

The revenue reduction from the decreased volume was more than offset by (i) increased royalties per ton (up 12.8% excluding the prior year payment deduction) and (ii) the overpayment reduction in the prior year.

Total operating profit before G&A in this segment was $13,253,000, an increase of $1,400,000 versus $11,853,000 last year.

Net operating income in this segment was $14,396,000, up $2,676,000 or 23% compared to last year mostly due to a one-time, minimum royalty payment at one location which is straight-lined across the estimated remaining 20 year life of the lease for GAAP revenue purposes.

Net operating income in this segment was $14,613,000, up only $217,000 compared to last year as the higher revenues this year were nearly offset by the $1.23M non-recurring, net positive impact in last year.

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Development Segment Results

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Lease revenue $ 1,250 1,205 45

Joint venture management fee revenue 214 — 214

Total revenues 1,464 1,205 259

Depreciation, depletion and amortization 171 171 —

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Cost of operations 3,433 1,013 2,420

Operating profit before G&A $ 192 517 (325)

Operating (loss) profit before G&A $ (1,969) 192 (2,161)

Joint venture management fee revenues are fees paid to the Company primarily from our three minority ownership warehouse projects acquired October 21, 2025.

Development segment operating expenses included $2,381,000 of expenses related to the Altman Logistics platform acquisition.

With respect to ongoing Development Segment projects:

▪ We entered into two new joint venture agreements in early 2024 with Altman Logistics Properties (formerly doing business as BBX Logistics).

We anticipate construction to start on both projects in the second quarter of 2025.

▪ Last summer we broke ground on a new speculative warehouse project in Aberdeen, MD on Chelsea Road.

This Class A, 258,000 square foot building is due to be completed in the 2nd quarter of 2025.

▪ We are the principal capital source to develop 344 residential lots on 110 acres in Harford County, MD.

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A national homebuilder is under contract to purchase all 222 townhome lots and 122 single family lots.

At year end, 100 lots have been sold and $15.3 million of preferred interest and principal has been returned to the Company of which $4.0 million was booked as profit to the Company.

At quarter-end, 195 lots have been sold and $26.4 million has been returned to the company of which $6.4 million was booked as profit to the Company.

▪ We entered into two new joint venture agreements in early 2024 with Altman Logistics.

We closed on both construction loans in March, 2025 and construction commenced in the second quarter of 2025.

Substantial completion of both projects is expected in the second quarter of 2026.

On October 21, 2025 we purchased the interests of Altman Logistics.

▪ On May 30, 2025, we secured construction financing for our multifamily joint venture with Woodfield Development, known as Woven.

This is our third multifamily project in Greenville, SC.

This is an $87.8M project with 214 units and 13,500 square feet of ground floor retail that is eligible to receive South Carolina Textile Rehabilitation Credits upon substantial completion and received Special Source Credits equal to 50% of the real estate taxes for a period of 20 years.

The project broke ground during the 3rd quarter and substantial completion of the project is expected in late 2027.

▪ On July 23,2025, we entered into a joint venture agreement with Strategic Real Estate Partners (“SREP”), a private real estate development firm which specializes in industrial real estate development, to develop 377,892 square feet in two warehouses in Lake County, Florida near Orlando, with options for investment in additional industrial warehouses on adjacent properties in the future.

Substantial completion of the first warehouse is expected in the first quarter of 2027,

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▪ On September 12, 2025, we secured construction financing for the first phase (296 multifamily units and 28,745 square feet of retail) of our Estero joint venture with Woodfield Development, located between Naples and Ft.

Substantial completion is expected late 2027.

▪ On October 21, 2025, the Company completed the closing on its Purchase and Sales Agreement to acquire the business operations and development pipeline of Altman Logistics Properties, LLC, an operating platform of BBX Capital.

In conjunction with the acquisition, the Company hired six of Altman Logistic's employees.

The following table details the projects purchased and the square feet (SF) of the warehouses:

City Street Address 36’ Clear Height SF Ownership Acquired

Delray Beach, FL 14130 S State Rd.

7 199,476 10%(1) Substantial completion Q1 2026

Delray Beach, FL 14130 S State Rd.

7 392,976 10% (1) Land for 2 warehouses

Hamilton, NJ 600 Horizon Dr.

170,800 8.5% (1) Substantial completion Q1 2026

Parsippany, NJ 8 Lanidex Plaza W.

140,031 10% (1) Substantial completion Q2 2026

Southwest Ranches, FL SW 202 nd Ave.

& Sheridan St.

335,617 Land acquisition contract 2026

(1) General Partner investment, distributions will be based upon waterfall model.

Liquidity and Capital Resources.

The growth of the Company’s businesses requires significant cash needs to acquire and develop land or operating buildings and to construct new buildings and tenant improvements.

As of December 31, 2024, we had $148,620,000 of cash and cash equivalents.

The growth of the Company’s businesses requires significant cash to acquire and develop land or operating buildings and to construct new buildings and tenant improvements.

As of December 31, 2025, we had $105,361,000 of cash, cash equivalents, and restricted cash.

As of December 31, 2025 we had no debt borrowed under our $50 million Wells Fargo revolver, $410,000 outstanding under letters of credit and $49,590,000 available to borrow under the revolver.

On March 19, 2021, the Company refinanced Dock 79 and The Maren projects pursuant to separate Loan Agreements and Deed of Trust Notes entered into with Teachers Insurance and Annuity Association of America, LLC.

Dock 79 and The Maren borrowed principal sums of $92,070,000 and $88,000,000 respectively, in connection with the refinancing.

Cash Flows - The following table summarizes our cash flows from operating, investing and financing activities for each of the periods presented (in thousands of dollars):

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Outstanding debt at the end of the period 192,554 178,853

Operating Activities - Net cash provided by operating activities for the year ended December 31, 2024 was $28,986,000 versus $32,971,000 last year.

Income and NOI increased substantially but net cash provided by operating activities of the Company excludes the unconsolidated joint ventures where much of the increase occurred.

In addition, income tax payments increased $1,863,000 and accounts payable and accrued liabilities in the prior year increased $3,028,000 primarily due to the phase of construction of our latest warehouse.

Investing Activities - Net cash used in investing activities for the year ended December 31, 2024 was $50,621,000 versus $48,747,000 in the same period last year.

The $1.9 million increase was primarily due to a $40.0 million increase in property due to $31.7 million invested by the Company and Altman Logistics Properties (formerly doing business as BBX Logistics) in the consolidated warehouse joint ventures and active Company warehouse construction mostly offset by a $30.3 million decrease in investments in joint ventures due to lower capital calls and lending activity, and an $8.0 million increase in return of capital from joint ventures due to permanent financing at .408 Jackson and higher lending venture returns.

Financing Activities – Net cash provided by financing activities was $12,700,000 versus $4,166,000 required in the same period last year primarily due to $15.7 million of contributions from Altman Logistics Properties (formerly doing business as BBX Logistics) toward our consolidated partnerships versus the same period last year including $2.0 million repurchase of stock partially offset by the exercise of employee stock options.

Credit Facilities - On December 22, 2023, the Company entered into a 2023 Amended and Restated Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, N.A.

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Operating Activities - Net cash provided by operating activities for the year ended December 31, 2025 was $30 million versus $29 million last year.

The increase was primarily due to increased accounts payables and depreciation mostly offset by a $3.5 million decrease in net income and a $1.7 million increase in deferred and current income taxes.

Investing Activities - Net cash used in investing activities for the year ended December 31, 2025 was $74 million versus $50 million in the same period last year.

The $24 million increase was primarily due to the $23.5 million Altman Logistics platform acquisition.

Financing Activities – Net cash used in financing activities was $581,000 versus $13 million provided in the same period last year.

The contributions from noncontrolling interests decreased $14 million reflecting Altman Logistics contributions at the higher ownership level prior to the loan closings.

We repurchased $464,000 of Company stock in 2025 related to the vesting of equity compensation.

Credit Facilities - On July 21, 2025, the Company entered into a 2025 Amended and Restated Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, N.A.

(“Wells Fargo”).

The Credit Agreement modifies the Company’s prior $20 million Credit Agreement with Wells Fargo, dated January 30, 2015.

The Credit Agreement modifies the Company’s prior Credit Agreement with Wells Fargo, dated December 22, 2023.

The Credit Agreement establishes a three-year revolving credit facility with a maximum facility amount of $50 million.

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Dock 79 and The Maren borrowed principal sums of $92,070,000 and $88,000,000 respectively, in connection with the refinancing.

The loans are separately secured by the Dock 79 and The Maren real

property and improvements, bear a fixed interest rate of 3.03% per annum, and require monthly payments of interest only with the principal in full due April 1, 2033.

Either loan may be prepaid subject to yield maintenance premiums.

Either loan may be transferred to a qualified buyer as part of a one-time sale subject to a 60% loan to value, minimum of 7.5% debt yield and a 0.75% transfer fee.

The loans bear a fixed interest rate of 3.03% per annum, and require monthly payments of interest only with the principal in full due April 1, 2033.

On July 25, 2022 the Greenville partnership at Riverside secured a $32,000,000 loan with a fixed rate of 4.92% from Synovus Bank, replacing the $22,800,000 loan with Truist Bank.

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The opportunity zone holding period lapses in 2030, when a sale could take place and the tax on gain is forgiven.

Cash Requirements – The Company expects to invest $62 million into our existing real estate holdings and joint ventures during 2025 and $153 million beyond 2025 for projects currently in our pipeline, with such capital being funded from cash and investments on hand, cash generated from operations, property sales, distributions from joint ventures, or borrowings through credit facilities.

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On March 7, 2025 the Lakeland partnership secured a $16.0 million loan with a floating rate equal to SOFR plus 2.75% from Seacoast National Bank.

It is a three-year construction/stabilization loan with a 2-year conditional extension at SOFR plus 2.50% with an interest rate swap conversion.

On March 13, 2025 the Davie partnership secured a $31.9 million loan with a floating rate equal to SOFR plus 2.75% from Synovus National Bank.

It is a three-year construction/stabilization loan with a 2-year conditional extension at SOFR plus 2.25%.

On May 30, 2025 the Woven partnership secured a $42.9 million loan with a floating rate equal to SOFR plus 2.85% from Bank of Texas and First Horizon Bank.

It is a four-year construction/stabilization loan and includes a one-year conditional extension with principal and interest payments.

On June 16, 2025 the BC Realty partnership refinanced our FRP provided floating rate construction loans on our two office buildings with Symetra Life Insurance Company.

This is a 10 year, fully amortizing $10.5M permanent loan, at a fixed interest rate of 6.40%.

On July 23, 2025 the Camp Lake partnership secured a $33.0 million loan at SOFR plus 2.75% from Pinnacle Bank.

It is a three-year construction/stabilization loan with two one-year conditional extensions.

On September 15, 2025 the Estero partnership secured a $81.5 million loan at SOFR plus 2.75% from Santander Bank.

It is a four-year construction/stabilization loan with two one-year conditional extensions.

In addition, there is an $8 million loan at SOFR plus 4.25% from Santander Bank related to future phases.

On October 21, 2025 as part of the Altman Logistics platform acquisition the Company assumed minority equity ownership interests in three joint ventures which had existing construction debt agreements.

Delray partnership secured a $23.8 million loan at SOFR plus 3.50% from City National Bank.

It is a two-year construction loan issued April 4, 2024 with two one-year conditional extensions.

The Delray partnership also secured a two-year $7.5 million loan at SOFR plus 3.75% on April 4, 2024 from City National for the land for future phases of the project, also with two one-year conditional extensions.

Parsippany partnership secured a $22.0 million loan at SOFR plus 2.75% from Truist Bank.

It is a three-year construction loan issued January 15, 2025 with a one-year conditional extension.

Hamilton partnership secured a $20.5 million loan at SOFR plus 3.50% from the joint venture partner effective for three years from May 22, 2025 with two one-year conditional extensions.

Cash Requirements – The Company expects to invest cash of $75 million into our existing real estate holdings and joint ventures during 2026 and $114 million beyond 2026 for projects currently in our pipeline, with such capital being funded from cash and investments on hand, cash generated from operations, property sales, distributions from joint ventures, or borrowings through credit facilities.

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Non-GAAP Financial Measures.

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Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes.

We provide pro rata net operating income (NOI) because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP.

This measure is not, and should not be viewed as, a substitute for GAAP financial measures.

For ease of comparison all the figures in the tables below include the results for Bryant Street, .408 Jackson, and The Verge in the Multifamily segment for all periods shown.

We provide Pro rata net operating income (NOI), adjusted Pro rata net operating income, and adjusted Net income because we believe they assist investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP.

We provided an adjusted Net Income to adjust for the impact of one-time expenses of the Altman Logistics acquisition, which is a material business combination unlike our historical real estate acquisitions or joint ventures where expenses are capitalized.

We also provided adjusted net operating income to adjust for the impact of the one-time material royalty payment in the third quarter of 2024 to better depict the comparable results.

Management believes these adjustments provide a more accurate comparison of our on-going business operations and results over time due to the non-recurring, material and unusual nature of these two specific items.

These measures are not, and should not be viewed as, a substitute for GAAP financial measures.

For ease of comparison all the figures in the tables below include the results for The Verge in the Multifamily segment for all periods shown.

Pro Rata Net Operating Income Reconciliation

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Income (loss) before income taxes 1,738 1,660 (7,557) 13,208 (5,269) 3,780

Unrealized rents 7 — — — — 7

Gain on sale of real estate — — — 182 — 182

Management fee revenue 214 — 214

Interest income 3,243 18 5,563 8,824

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Pro rata net operating income $ 3,928 1,212 18,110 14,613 — 37,863

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Pro Rata Net Operating Income Reconciliation

Twelve months ended 12/31/24 (in thousands)

Industrial and

Segment Development

6 unchanged sentences

Unrealized rents 7 — — — — 7

Gain on sale of real estate and other income — — 46 10 — 56

Gain on sale of real estate — — — 182 — 182

Interest income — 3,574 — — 7,538 11,112

Loss on sale of real estate 2 — 1 — — 3

Unrealized rents — — 10 1,907 — 1,917

Professional fees — — 85 — — 85

Equity in loss of joint ventures — 2,049 9,266 44 — 11,359

Professional fees - other — — 60 — — 60

Interest expense — — 2,972 — 178 3,150

Depreciation/amortization 1,444 171 7,936 636 — 10,187

Management Co.

Indirect 529 2,471 444 525 — 3,969

Allocated Corporate Expenses 787 2,387 379 449 — 4,002

Net Operating Income 3,898 699 13,358 11,720 — 29,675

General and administrative 1,203 5,767 1,059 1,247 — 9,276

Net operating income (loss) 4,547 363 13,856 14,396 — 33,162

NOI of noncontrolling interest — — (6,326) — — (6,326)

Pro rata NOI from unconsolidated joint ventures — 656 10,647 — — 11,303

Pro rata net operating income $ 4,547 1,019 18,177 14,396 — 38,139

Three Months Ended

December 31 Years Ended December 31

2025 2024 2025 2024

Reconciliation of net Income to adjusted net income:

Net income attributable to the Company $ 380 $ 1,679 $ 3,330 $ 6,385

Adjustments related to Altman acquisition expenses:

Operating expenses 431 — 2,381 —

General and administrative 81 — 124 —

Total adjustments to net income before income taxes 512 — 2,505 —

Income tax effect on non-GAAP adjustment (120) — (589) —

Adjusted net income attributable to the Company $ 772 $ 1,679 $ 5,246 $ 6,385

Reconciliation of NOI to adjusted NOI:

Pro rata net operating income $ 9,288 $ 9,103 $ 37,863 $ 38,139

Minimum royalty payment applicable to prior 24 months — — — (1,853)

Deduction to resolve royalty overpayment — — — 619

Adjusted pro rata net operating income $ 9,288 $ 9,103 $ 37,863 $ 36,905

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OFF-BALANCE SHEET ARRANGEMENTS

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Management of the Company considers the following accounting policies critical to the reported operations of the Company:

Accounts Receivable and Unrealized Rents Valuation .

The Company is subject to customer credit risk that could affect the collection of outstanding accounts receivable and unrealized rents, that is rents recorded on a straight-lined basis.

To mitigate these risks, the Company performs credit reviews on all new customers and periodic credit reviews on existing customers.

A detailed analysis of late and slow pay customers is prepared monthly and reviewed by senior management.

The overall collectability of outstanding receivables and straight-lined rents is evaluated and allowances are recorded as appropriate.

Significant changes in customer credit could require increased allowances and affect cash flows.

Net Real Estate Investments and Impairment of Assets .

Net real estate investments are recorded at cost less accumulated depreciation and depletion.

Depletion expense of is computed on the basis of units of production in relation to estimated sand and stone deposits.

Depletion expense is computed on the basis of units of production in relation to estimated sand and stone deposits.

Provision for depreciation of Net real estate investments is computed using the straight-line method based on the following estimated useful lives:

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Significant judgment is required in determining and assessing the impact of complex tax laws and certain tax-related contingencies on the provision for income taxes.

As part of the calculation of the provision for income taxes, we assess whether the benefits of our tax positions are at least more likely than not of being sustained upon audit based on the technical merits of the tax position.

As part of the calculation of the provision for income taxes, we assess whether the benefits of our tax positions are at least

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more likely than not of being sustained upon audit based on the technical merits of the tax position.

For tax positions that are more likely than not of being sustained upon audit, we accrue the largest amount of the benefit that is more likely than not of being sustained in our consolidated financial statements.

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Substantially all lease agreements provide escalation provisions.

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CONSOLIDATED STATEMENTS OF INCOME – Years ended December 31

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Mining royalty and rents

14,380 12,852 12,527

Joint venture management fee revenue

Total revenues

42,846 41,774 41,506

Cost of operations:

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See accompanying notes.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – Years ended December 31

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Unrealized gain (loss) on investments, net of income tax effect of $ — , $ 49 and $ 563

52 1,341 ( 1,358 )

Minimum pension liability, net of income tax effect of $( 10 ), $( 10 ) and $( 12 )

4 unchanged sentences

See accompanying notes.

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CONSOLIDATED BALANCE SHEETS – As of December 31

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Net real estate investments 614,252 573,060

Cash and cash equivalents 148,620 157,555

Cash held in escrow 1,315 860

Cash, cash equivalents and restricted cash including $ 11,394 and $ 1,315 of restricted cash at December 31, 2025 and 2024, respectively

105,361 149,935

Accounts receivable, net 1,874 1,352

23 unchanged sentences

See accompanying notes.

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CONSOLIDATED STATEMENTS OF CASH FLOWS – Years ended December 31

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Return of capital from investments in joint ventures 21,344 17,176 9,210

Proceeds from sales of investments available for sale — — 4,317

Cash held in escrow ( 455 ) ( 63 ) ( 45 )

Logistics platform business combination, net of cash acquired

( 23,513 ) — —

Proceeds from sale of assets 16 224 16

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Cash flows from financing activities:

Proceeds from long-term debt 13,888 — —

Debt issue costs ( 2,037 ) — —

Contribution from noncontrolling interest 1,234 15,706 —

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Net cash (used in) provided by financing activities ( 581 ) 12,700 ( 4,166 )

Net (decrease) increase in cash and cash equivalents ( 8,935 ) ( 19,942 ) 15,976

Cash and cash equivalents at beginning of year 157,555 177,497 161,521

Cash and cash equivalents at end of the year $ 148,620 157,555 177,497

Net (decrease) in cash, cash equivalents, and restricted cash ( 44,574 ) ( 8,480 ) ( 19,879 )

Cash, cash equivalents and restricted cash at beginning of year 149,935 158,415 178,294

Cash, cash equivalents and restricted cash at end of the year $ 105,361 149,935 158,415

Supplemental disclosures of cash flow information:

Cash paid (received) during the year for:

Interest $ 2,971 4,165 2,893

Income taxes $ 2,790 927 ( 1,761 )

Interest, net of amounts capitalized

$ 2,727 2,971 4,165

Income taxes, federal

$ 2,999 2,590 508

Income taxes, state

$ 239 200 419

Noncash items:

Profits interest equity grant associated with business combination

See accompanying notes.

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

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Balance at January 1, 2023

18,919,372 $ 1,892 $ 64,212 $ 342,317 $ ( 1,276 ) $ 407,145 $ 37,066 $ 444,211

Exercise of stock options 49,710 5 1,019 — — 1,024 — 1,024

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Restricted stock award 50,568 5 ( 5 ) — — — — —

Forfeiture of restricted stock award ( 2,726 ) — — — — — — —

Shares purchased and cancelled ( 73,818 ) ( 7 ) ( 256 ) ( 1,737 ) — ( 2,000 ) — ( 2,000 )

Net income — — — 5,302 — 5,302 ( 420 ) 4,882

Contributions from partner — — — — — — 27,894 27,894

Reallocation of partners’ interest — — 7,665 — — 7,665 ( 7,665 ) —

Reallocation income tax expense — — ( 2,100 ) — — ( 2,100 ) — ( 2,100 )

Distributions to partners — — — — — — ( 3,190 ) ( 3,190 )

Minimum pension liability, net — — — — ( 30 ) ( 30 ) — ( 30 )

Unrealized loss on investment, net — — — — ( 1,358 ) ( 1,358 ) — ( 1,358 )

Unrealized gains on investment, net

— — — — 1,341 1,341 — 1,341

Balance at December 31, 2023 18,968,448 $ 1,897 $ 66,706 $ 345,882 $ 35 $ 414,520 $ 33,456 $ 447,976

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Restricted stock compensation — — 1,279 — — 1,279 — 1,279

Shares granted to Employee 1,856 — 50 — — 50 — 50

Shares granted to Directors 19,356 2 598 — — 600 — 600

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Net income — — — 6,385 — 6,385 75 6,460

Contributions from partner — — — — — — 15,706 15,706

Distributions to partners — — — — — — ( 3,227 ) ( 3,227 )

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Restricted stock compensation — — 1,329 — — 1,329 — 1,329

Shares granted to Employee 220 — 5 — — 5 — 5

Shares granted to Directors 21,900 2 598 — — 600 — 600

Restricted stock award 45,968 5 ( 5 ) — — — — —

Shares purchased and cancelled ( 20,281 ) ( 2 ) ( 75 ) ( 387 ) — ( 464 ) — ( 464 )

Net income — — — 3,330 — 3,330 ( 368 ) 2,962

1 unchanged sentence

Distributions to partners — — ( 89 ) — — ( 89 ) ( 19,732 ) ( 19,821 )

Profits interest equity grant

— — 344 — — 344 — 344

Minimum pension liability, net — — — — ( 32 ) ( 32 ) — ( 32 )

1 unchanged sentence

Balance at December 31, 2025 19,109,541 $ 1,911 $ 71,368 $ 355,210 $ 24 $ 428,513 $ 27,144 $ 455,657

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Our investments in real estate partnerships not wholly owned by FRP which are conducted through limited liability corporations (“LLC”) are also referred to as joint ventures.

ALTMAN LOGISTICS PLATFORM ACQUISITION - On October 21, 2025, the Company completed the closing on its Purchase and Sales Agreement to acquire the business operations and development pipeline of Altman Logistics Properties, LLC, an operating platform of BBX Capital.

Altman Logistics held minority interests in a portfolio of institutional-grade industrial assets under various stages of development (including the Company’s industrial developments in Lakeland and Davie, FL) as well as a contract for the purchase of an industrial land parcel.

In conjunction with the acquisition, the Company hired six of Altman Logistic's employees.

See Footnote 17.

COMMON STOCK SPLIT - On April 12, 2024, the Company effected a 2 -for-1 forward split of its common stock in the nature of a dividend.

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CONSOLIDATION - The accompanying consolidated financial statements include the accounts of FRP Holdings, Inc.

inclusive of our wholly owned operating real estate subsidiaries, FRP Development Corp., Florida Rock Properties, Inc., and consolidated partnerships Riverfront Investment Partners I, LLC, Riverfront Investment Partners II, LLC, Lakeland Logistics Park Venture, LLC, and Davie Logistics Park Venture, LLC.

inclusive of our wholly owned operating real estate subsidiaries, FRP Development Corp., Florida Rock Properties, Inc., and consolidated partnerships Riverfront Investment Partners I, LLC, Riverfront Investment Partners II, LLC, Camp Lake Venture IA, LLC, Lakeland Logistics Park Venture, LLC, and Davie Logistics Park Venture, LLC.

Investments in real estate joint ventures not controlled by the Company are accounted for under the equity or cost method of accounting as appropriate (See Note 2).

All significant intercompany balances and transactions are eliminated in the consolidated financial statements.

Certain items in the 2024 and 2023 financial statements have been reclassified for comparability purposes with the 2025 financials.

These reclassifications had no effect on previously reported net income or equity.

The Company consolidates properties that are wholly-owned and joint ventures where it owns less than 100% but has control over the activities most important to the overall success of the partnership.

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Our investments accounted for under the equity method of accounting are detailed in Note 2.

Our ownership of Riverfront Investment Partners I, LLC, Riverfront Investment Partners II, LLC, Lakeland Logistics Park Venture, LLC, and Davie Logistics Park Venture, LLC includes a non-controlling interest representing the ownership of our partners.

CASH AND CASH EQUIVALENTS - The Company considers all Treasury bills available for sale regardless of maturity and other highly liquid debt instruments with maturities of three months or less at time of purchase to be cash equivalents.

Our ownership of Riverfront Investment Partners I, LLC, Riverfront Investment Partners II, LLC and Camp Lake Venture IA, LLC includes a non-controlling interest representing the ownership of our partners.

Lakeland Logistics Park

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Venture, LLC and Davie Logistics Park Venture, LLC included a non-controlling interest representing the ownership of our partners in from their formation in 2024 through October 21, 2025 when we purchased the noncontrolling interest from our partner.

As of December 31, 2025, the consolidated assets of the Company’s consolidated real estate entities with a noncontrolling interest were $ 253.7 million, and consolidated liabilities were $ 182.3 million after intercompany eliminations.

As of December 31, 2024, the consolidated assets of the Company’s consolidated real estate entities with a noncontrolling interest were $ 278.0 million, and consolidated liabilities were $ 181.4 million after intercompany eliminations.

The Company classifies distributions received from equity method investments using the cumulative earnings approach.

Distributions received in excess of cumulative equity in earnings are classified as cash flows from investing activities as a return of the Company's investment.

CASH, CASH EQUIVALENTS & RESTRICTED CASH - The Company considers all Treasury bills available for sale regardless of maturity and other highly liquid debt instruments with maturities of three months or less at time of purchase to be cash equivalents.

Bank overdrafts consist of outstanding checks not yet presented to a bank for settlement, net of cash held in accounts with right of offset.

Restricted cash in 2025 includes $ 10 million held by a special purpose entity that is the guarantor of construction debt.

The balance of the restricted cash is mortgage loan escrow accounts.

INVESTMENTS AVAILABLE FOR SALE - The Company determines the appropriate classification of its investments in debt securities at the time of purchase and reevaluates such determinations at each balance sheet date.

Debt securities are classified as held to maturity when the Company has the positive intent and ability to

hold the securities to maturity.

Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity.

Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings.

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Reimbursements of expenses, when provided in the lease, are recognized in the period that the expenses are incurred.

In conjunction with the Logistics platform acquisition, the Company assumed contracts with its real estate joint ventures to provide management services during development, construction, lease up, and stabilization.

During development and construction, the Company recognizes Joint venture management fee revenues, net of intercompany amounts, over time using the percentage completion method based upon costs incurred to date relative to total estimated costs.

The joint venture agreements provide for promote distributions in excess of the Company's percentage ownership based upon total return of the investments over certain financial hurdles (waterfalls).

Promote revenues are recognized when earned under the waterfall provisions.

Mining royalty revenues are recognized when the performance obligation is satisfied which is when the sand or stone mined and processed by the lessee is sold and removed from the property.

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Mining royalties deferred revenue liabilities were $ 2,250,000 , $ 1,908,000 and $ 325,000 at December 31, 2025, 2024 and 2023 respectively.

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Sales of real estate are recognized when the collection of the sales price is reasonably assured and when the Company has fulfilled substantially all of its obligations, which are typically as of the closing date.

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The Company recorded depreciation and depletion expenses for fiscal year 2025, 2024 and 2023, of $ 10,912,000 , $ 10,004,000 and $ 10,668,000 , respectively.

All direct and indirect costs, including interest and real estate taxes, associated with the development, construction, leasing or expansion of real estate investments are capitalized as a cost of the property.

Included in indirect costs is an allocation of internal costs associated with development of real estate investments.

All direct and indirect costs, including interest, related loan fees, and real estate taxes, associated with the predevelopment, development, construction, or redevelopment of real estate investments are capitalized as a cost of the property.

Included in indirect costs is an allocation of the Company's project management staff costs associated with development of real estate investments.

The cost of routine repairs and maintenance to property and equipment is expensed as incurred.

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• the fair value of above and below-market in-place leases based on the present value (using a discount rate that reflects the risks associated with the acquired leases) of the difference between contractual rent amounts to be paid under the assumed lease and the estimated market lease rates for the corresponding spaces over the remaining non-cancelable terms of the related leases;

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• the fair value of intangible tenant or customer relationships.

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These estimates and assumptions affect the rental revenue, and depreciation and amortization expense recognized for these leases and associated intangible assets and liabilities.

INVESTMENTS IN JOINT VENTURES - The Company uses the equity method to account for its investments in Brooksville, BC FRP Realty, Estero, FRP/MRP Buzzard Point Sponsor, and Greenville/Woodfield, in which it has a voting interest of 50 % or less and has significant influence but does not have control.

INVESTMENTS IN JOINT VENTURES - The Company uses the equity method to account for its investments in Brooksville, BC FRP Realty, Estero, FRP/MRP Buzzard Point Sponsor, Greenville/Woodfield, Delray, Hamilton & Parsippany, in which it has a voting interest of 50 % or less and has significant influence but does not have control.

The Company uses the equity method to account for its investment in the Bryant Street Partnerships and The Verge at 1800 Half Street, in which it has a voting interest in excess of 50 % because all major decisions are shared equally.

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The second step is to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement.

It is inherently difficult and subjective to estimate such amounts, as the amounts rely upon the determination of the

probability of various possible outcomes.

It is inherently difficult and subjective to estimate such amounts, as the amounts rely upon the determination of the probability of various possible outcomes.

The Company reevaluates these uncertain tax positions on a quarterly basis.

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Diluted earnings per common share are based on the weighted average number of common shares and potential dilution of securities that could share in earnings.

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The differences between basic and diluted shares used for the calculation are the effect of employee and director stock options and restricted stock.

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RECENTLY ISSUED ACCOUNTING STANDARDS – In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023 - 07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures," which requires disclosure of the significant segment expense categories that are regularly provided to the chief operating decision maker (CODM) and disclosure of

the individual or committee identified as the CODM beginning with our 10-K for 2024.

We adopted this ASU retrospectively on December 31, 2024.

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The ASU requires additional information about the effective tax rate reconciliation and income taxes paid beginning with our 10-K for 2025.

We are evaluating the impact of this standard on our income tax disclosures.

We adopted this ASU retrospectively beginning with this 10K.

Refer to Note 8 for inclusion of the new required disclosures.

In November 2024, the FASB issued ASU No.

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The Company has investments in joint ventures, primarily with other real estate developers.

Joint ventures where FRP is not the primary beneficiary are reflected in the line “Investment in joint ventures” on the balance sheet and “Equity in loss of joint ventures” on the income statement.

Joint ventures where FRP is not the primary beneficiary are reflected in the line “Investment in joint ventures” along with $ 831,000 in Other liabilities on the balance sheet and “Equity in loss of joint ventures” on the income statement.

The assets of these joint ventures are restricted to use by the joint ventures and their obligations can only be settled by their assets or additional contributions by the partners.

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The Company has contracts with its real estate joint ventures to provide management services during development, construction, lease up, and stabilization.

These fee revenues, net of intercompany amounts, are recorded as Joint venture management fee revenue on the face of the consolidated statements of income.

The following table summarizes the Company’s investments in unconsolidated joint ventures (in thousands):

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Lending ventures 14,803 11,318 — —

Industrial Partnerships

9.63 % 8,477 119,975 — —

Estero Partnership 16.00 % 7,008 67,484 — —

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Greenville Partnerships 58.01 % 13,293 111,058 ( 2,925 ) ( 1,170 )

Total $ 153,899 517,039 ( 17,338 ) ( 11,359 )

$ 152,253 661,519 ( 13,665 ) ( 9,105 )

As of December 31, 2024

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Total $ 153,899 517,039 ( 17,338 ) ( 11,359 )

The Company completed negotiations with MRP concerning the ownership adjustment related to the Bryant Street stabilization and conversion of FRP preferred equity to common equity resulting in FRP ownership of 72.10 % effective in 2024 compared to 61.36 % prior ownership.

See Note 12 regarding debt guarantee gain included in the Company's share of loss of Bryant Street Partnership in 2023.

The major classes of assets, liabilities and equity of the Company’s unconcolidated partnerships as of December 31, 2024, are summarized in the following two tables (in thousands):

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The major classes of assets, liabilities and equity of the Company’s unconsolidated partnerships as of December 31, 2025, are summarized in the following two tables (in thousands):

As of December 31, 2025

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As of December 31, 2025

Industrial Partnerships Brooksville

Quarry, LLC BC FRP

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The Company’s capital recorded by the unconsolidated Joint Ventures is $ 7,343,000 less than the Investment in Joint Ventures reported in the Company’s consolidated balance sheet due primarily to capitalized interest.

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The major classes of assets, liabilities and equity of the Company’s Investments in Joint Ventures as of December 31, 2024 are summarized in the following two tables (in thousands):

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The amount of consolidated retained earnings (accumulated deficit) for these joint ventures was $( 37,478,000 ) and $( 30,513,000 ) as of December 31, 2025 and December 31, 2024, respectively.

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The income statements of the Bryant Street Partnerships are as follows (in thousands):

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2025 2024 2025 2024

Rental Revenue $ 13,675 $ 12,633 $ 9,857 $ 7,751

Revenue – other 2,134 2,237 1,538 1,373

Total Revenues 15,809 14,870 11,395 9,124

Cost of operations:

Lease revenues 16,172 15,809 11,658 11,395

Depreciation and amortization 7,025 6,825 5,064 4,919

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Property taxes 1,374 1,411 989 1,017

Total cost of operations 14,484 13,890 10,440 8,523

Total operating profit/(loss) 1,325 980 955 601

Cost of operations 14,401 14,484 10,386 10,440

Total operating profit 1,771 1,325 1,272 955

Interest expense ( 8,934 ) ( 9,956 ) ( 6,934 ) ( 7,676 )

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2025 2024 2025 2024

Rental Revenue $ 8,918 $ 7,058 $ 3,567 $ 2,823

Revenue – other 800 572 320 229

Total Revenues 9,718 7,630 3,887 3,052

Cost of operations:

Lease revenues 10,481 9,718 4,192 3,887

Depreciation and amortization 3,516 3,502 1,406 1,401

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Property taxes 1,946 1,670 778 668

Total cost of operations 7,807 7,327 3,123 2,931

Total operating profit/(loss) 1,911 303 764 121

Cost of operations 8,354 7,807 3,341 3,123

Total operating profit 2,127 1,911 851 764

Interest expense ( 5,052 ) ( 4,811 ) ( 2,021 ) ( 1,924 )

Net loss before tax $ ( 2,925 ) $ ( 2,900 ) $ ( 1,170 ) $ ( 1,160 )

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The income statements of the Verge Partnership are as follows (in thousands):

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2025 2024 2025 2024

Rental Revenue $ 7,252 $ 3,575 $ 4,451 $ 2,194

Revenue – other 981 537 602 330

Total Revenues 8,233 4,112 5,053 2,524

Cost of operations:

Lease revenues 8,959 8,233 5,498 5,053

Depreciation and amortization 4,416 4,302 2,710 2,640

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Property taxes 1,341 1,059 823 650

Total cost of operations 8,412 7,801 5,163 4,788

Total operating loss ( 179 ) ( 3,689 ) ( 110 ) ( 2,264 )

Cost of operations 8,892 8,412 5,457 5,163

Total operating profit/(loss) 67 ( 179 ) 41 ( 110 )

Interest expense ( 4,328 ) ( 4,876 ) ( 2,656 ) ( 2,992 )

Net loss before tax $ ( 4,261 ) $ ( 5,055 ) $ ( 2,615 ) $ ( 3,102 )

Related Party Transactions.

The Company is a party to an Administrative Services Agreement which resulted from our January 30, 2015 spin-off of Patriot Transportation Holding, Inc.

Related Party Arrangements.

The Company was a party to an Administrative Services Agreement which resulted from our January 30, 2015 spin-off of Patriot Transportation Holding, Inc.

The Administrative Services Agreement sets forth the terms on which Patriot provided FRP certain services that were shared prior to the Spin-off, including the services of certain employees and executive officers.

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The previously shared executive officers became FRP employees as of January 1, 2024 ending the Administrative Services Agreement.

The consolidated statements of income reflect charges and/or allocation from Patriot for these services of $ 925,000 and $ 893,000 for 2023 and 2022, respectively.

The consolidated statements of income reflect charges and/or allocation from Patriot for these services of $ 925,000 for 2023.

These charges are reflected as part of general and administrative expense.

To determine these allocations between FRP and Patriot as set forth in the Administrative Services Agreement, we employ an allocation method to allocate said expenses and thus we believe that the allocations to FRP are a reasonable approximation of the costs related to FRP’s operations, but any such related-party transactions cannot be presumed to be carried out on an arm’s-length basis.

To determine these allocations between FRP and Patriot as set forth in the Administrative Services Agreement, we employed an allocation method to allocate said expenses and thus we believe that the allocations to FRP were a reasonable approximation of the costs related to FRP’s operations, but any such related-party transactions cannot be presumed to be carried out on an arm’s-length basis.

Additionally, see Note 2 for transactions with our unconsolidated joint venture partners.

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Debt is summarized as follows (in thousands):

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$ 180,070 180,070

Variable rate construction/stabilization loans 13,888 —

Unamortized debt issuance costs ( 1,404 ) ( 1,217 )

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$ 192,554 178,853

Unamortized debt issuance costs - undrawn loans included in Deferred costs in the Company's consolidated balance sheets

The aggregate amount of principal payments, excluding the revolving credit, due subsequent to December 31, 2025 is:

2028 - $ 13,888,000 ;

2030 and subsequent years - $ 180,070,000 .

On December 22, 2023, the Company entered into a 2023 Amended and Restated Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A.

(“Wells Fargo”), effective December 22, 2023.

On July 21, 2025, the Company entered into a 2025 Amended and Restated Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A.

(“Wells Fargo”), effective July 21, 2025.

The Credit Agreement modifies the Company’s prior $ 35 million Credit Agreement with Wells Fargo dated January 22, 2023.

The Credit Agreement establishes a three-year revolving credit facility with a maximum facility amount of $ 35 million.

The Credit Agreement establishes a 5-year revolving credit facility with a maximum facility amount of $ 50 million.

The interest rate under the Credit Agreement will be 2.25 % over the Daily Simple SOFR in effect.

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Most of the letters of credit are irrevocable for a period of one year and typically are automatically extended for additional one-year periods.

The letter of credit fee is 2.25 % and applicable interest rate would have been 6.71 % on December 31, 2024.

The letter of credit fee is 2.25 % and the applicable interest rate would have been 6.02 % on December 31, 2025.

The credit agreement contains affirmative financial covenants and negative covenants including a minimum tangible net worth.

As of December 31, 2024, these covenants would have limited our ability to pay dividends to a maximum of $ 105,000,000 combined.

As of December 31, 2025, these covenants would have limited our ability to pay dividends to a maximum of $ 87 million combined.

Effective March 31, 2021, the Company consolidated the assets (at current fair value), liabilities and operating results of our Riverfront Investment Partners II, LLC partnership (“The Maren”) which was previously accounted for under the equity method.

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Either loan may be transferred to a qualified buyer as part of a one-time sale subject to a 60 % loan to value, minimum of 7.5 % debt yield and a 0.75 % transfer fee.

On March 7, 2025 the Lakeland partnership secured a $ 16.0 million loan with a floating rate equal to SOFR plus 2.75 % from Seacoast National Bank.

It is a three-year construction/stabilization loan with a 2-year conditional extension at SOFR plus 2.50 % with an interest rate swap conversion option.

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On March 13, 2025 the Davie partnership secured a $ 31.9 million loan with a floating rate equal to SOFR plus 2.75 % from Synovus National Bank.

The applicable rate at December 31, 2025 was 6.50 %.

It is a three-year construction/stabilization loan with a 2-year conditional extension at SOFR plus 2.25 %.

On July 23, 2025 the Camp Lake partnership secured a $ 33.0 million loan at SOFR plus 2.75 % from Pinnacle Bank.

It is a three-year construction/stabilization loan with two 1-year conditional extensions.

Debt cost amortization of $ 240,000 and $ 179,000 was recorded in 2025 and 2024, respectively.

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2031 and subsequent years $ 27,284,000 .

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Earnings per Share.

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Weighted average common shares outstanding during the period – shares used for basic earnings per common share 18,967 18,882 18,840

Common shares issuable under share based payments plans which are potentially dilutive 88 82 98

Common shares issuable under share based payments plans which are potentially dilutive using the treasury stock method 48 88 82

Common shares used for diluted earnings per common share 19,015 18,970 18,922

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-diluted $ 0.18 0.34 0.28

For 2024 the Company had 32,530 shares attributable to outstanding stock options that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

For 2025 and 2024 the Company had 85,886 and 32,530 shares, respectively attributable to outstanding stock options that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

During 2025 the Company repurchased 20,281 shares at an average cost of $ 22.89 .

During 2023 the Company repurchased 73,818 shares at an average cost of $ 27.10 .

Stock-Based Compensation Plans.

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The risk-free interest rate is based on the U.S.

Treasury constant maturity interest rate at the date of grant with a term consistent with the expected life of the

options granted.

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Treasury constant maturity interest rate at the date of grant with a term consistent with the expected life of the options granted.

The expected life calculation is based on the observed and expected time to exercise options by the employees.

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In January 2025, 20,010 shares of stock options were granted to an employee as part of a long-term incentive plan that will vest over the next five years .

In January and October 2025, 20,872 shares of restricted stock were granted to employees that will vest over the next four years .

In January 2025, 19,096 shares of restricted stock were granted to employees as part of a long-term incentive plan that will vest over the next five years .

In March 2025, 6,000 shares of restricted stock were granted to employees under the terms of the 2023 long-term incentive plan.

In January 2024, 12,200 shares of stock options were granted to an employee that will vest over the next four years .

In January 2024, 20,330 shares of stock options were granted to an employee as part of a long-term incentive plan that will vest over the next five years .

In January and May 2024, 12,780 shares of restricted stock were granted to employees that will vest over the next four years .

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In March 2023, 4,544 shares of restricted stock were granted to employees under the terms of the 2021 long-term incentive plan.

In January 2022, 14,896 shares of restricted stock were granted to employees that will vest over the next four years .

In January 2022, 28,032 shares of restricted stock were granted to employees as part of a long-term incentive plan that will vest over the next five years .

In December 2025 and January 2023, 220 and 1,856 shares of stock, respectively, were granted to employees.

The number of common shares available for future issuance was 473,242 at December 31, 2025.

In January 2023 and January 2022, 1,856 and 1,730 shares of stock, respectively, were granted to employees.

The Company recorded the following stock compensation expense in its consolidated statements of income (in thousands):

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$ 2,089 1,957 1,738

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A summary of changes in outstanding options is presented below (in thousands, except share and per share amounts):

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December 31, 2023 126,880 $ 20.00 3.5 $ 981

Granted 32,530 $ 31.44 9.0 $ 400

Exercised ( 16,420 ) $ 13.48 $ ( 100 )

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71,620 22.66 2.5

$ 23.00 - $ 31.44

64,545 31.04 8.5

Total 160,166 $ 25.52 4.7 Years

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Gains of $ 231,000 were realized by option holders during the year ended December 31, 2025.

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A summary of changes in restricted stock awards is presented below (in thousands, except share and per share amounts):

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Performance-based awards granted 34,608 26.96 933

Forfeited ( 2,726 ) 23.15 ( 63 )

Vested ( 42,106 ) 24.03 ( 1,012 )

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Total tax expense $ 808 2,068 2,067

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The provision for income taxes (income tax benefit) consists of the following (in thousands):

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These taxes are deferred until the earlier of the sale of the related investments or April 15, 2027 and 10% of gains are excluded from tax once the investments are held five years plus an additional 5% is excluded at seven years.

A reconciliation between the amount of tax shown above and the amount computed at the statutory Federal income tax rate follows (in thousands):

A reconciliation between the amount of tax shown above and the amount computed at the statutory Federal income tax rate (in thousands) in addition to the resulting effective tax rates:

Year Ended December 31

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Amount computed at statutory

Federal rate $ 1,807 1,812 924

federal statutory tax rate

$ 871 21.0 % 1,768 21.0 % 1,431 21.0 %

State income taxes (net of Federal income tax benefit) 16 0.4 % 376 4.5 % 39 0.6 %

Other, net 110 77 121

Nontaxable or nondeductible items

( 10 ) ( 0.3 ) % ( 47 ) ( 0.6 ) % ( 84 ) ( 1.3 ) %

Other adjustments:

Provision to return and deferred true-ups

( 59 ) ( 1.4 ) % ( 40 ) ( 0.5 ) % 131 1.9 %

— — % ( 28 ) ( 0.3 ) % ( 1 ) — %

Provision for income taxes $ 818 19.7 % 2,029 24.1 % 1,516 22.2 %

In this reconciliation, the category “Other, net” consists of permanent tax differences related to non-deductible expenses, special tax rates and tax credits, interest paid and penalties, and adjustments to prior year estimates.

State taxes in District of Columbia, Florida, Georgia, and Maryland made up the majority (greater than 50%) of the tax effect in the State income taxes (net of Federal income tax benefit) category.

The effective state income tax rate in each year was favorably impacted both by apportioned interest income in Florida and taxable losses in states with higher income tax rates.

The table above has been restated retrospectively to reflect the adoption of ASU No.

2023-09, Improvements to Income Tax Disclosures (Topic 740).

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The types of temporary differences and their related tax effects that give rise to deferred tax assets and deferred tax liabilities are presented below (in thousands):

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State tax loss carryforwards 1,474 1,351 6,012

Employee benefits and other — 9 921

Transaction costs and other

Gross deferred tax assets 2,022 1,351 9,174

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The Company has no unrecognized tax benefits.

The federal and state income taxes paid each year are presented on the Consolidated Statements of Cash Flows.

No state taxes paid exceeded 5% of total payments in any year except in 2023 which included $ 90,000 payments to Maryland and $ 295,000 payments to Georgia.

FRP tax returns in the U.S.

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Life insurance on his life has been purchased to partially fund this benefit and the Company is the owner and beneficiary of that policy.

The expense for 2024 and 2023, was $ 14,000 and $ 12,000 , respectively.

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expense for 2025 and 2024, was $ 17,000 and $ 14,000 , respectively.

The accrued benefit under this plan as of December 31, 2025 and December 31, 2024 was $ 1,524,000 and $ 1,465,000 , respectively.

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The Industrial and Commercial Segment owns, leases and manages in-service commercial properties.

Currently this includes nine warehouses in two business parks, an office building partially occupied by the Company, and two ground leases all wholly owned by the Company.

Currently this includes ten warehouses in three business parks, an office building partially occupied by the Company, and two ground leases all wholly owned by the Company.

This segment will also include joint ventures of commercial properties when they are stabilized.

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Additionally, our Development segment will form joint ventures on new developments of land not previously owned by the Company.

Two of our joint ventures in the segment, Lakeland Logistics Park Venture, LLC ("Lakeland") and Davie Logistics Park Venture, LLC ("Davie") are consolidated.

Three of our joint ventures in the segment, Lakeland Logistics Park Venture, LLC ("Lakeland"), Davie Logistics Park Venture, LLC ("Davie"), and Camp Lake Venture IA ("Camp Lake", LLC were consolidated until we purchased the noncontrolling interest of Lakeland and Davie as part of the Altman Logistics acquisition on October 21, 2025.

In conjunction with this acquisition, the Company assumed contracts with its real estate joint ventures to provide management services during development, construction, lease up, and stabilization.

The Company recognizes Joint venture management fee revenues, net of intercompany amounts, over time using the percentage completion method based upon costs incurred to date relative to total estimated costs.

The joint venture agreements provide for promote distributions in excess of the Company's percentage ownership based upon total return of the investments over certain financial hurdles (waterfalls).

Promote revenues are recognized when earned under the waterfall provisions.

The Multifamily Segment includes joint ventures which own, lease and manage buildings that have met our initial lease-up criteria.

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Operating results and certain other financial data for the Company’s business segments are as follows (in thousands):

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Years Ended December 31,

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$ 10,959 10,187 10,821

Operating expenses:

Industrial and Commercial $ 913 803 653

Mining royalty lands 65 69 68

Development 2,606 251 358

Multifamily 6,713 6,047 6,285

$ 10,297 7,170 7,364

Property taxes:

Industrial and Commercial $ 403 264 247

Mining royalty lands 310 294 428

Development 656 591 744

Multifamily 2,538 2,288 2,231

$ 3,907 3,437 3,650

Capital expenditures:

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$ 51,137 51,194 11,217

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Identifiable net assets at end of period:

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Level 3 means the use of inputs are those that are unobservable and significant to the overall fair value measurement.

At December 31, 2024, the Company was invested in U.S.

Treasury notes valued at $ 10,000,000 maturing through mid-2024.

The unrealized gain on these investments of $ 2,782 was recorded as part of comprehensive income and was based on the estimated market value by Wells Fargo Bank, N.A.

At December 31, 2024 and 2023, the carrying amount reported in the consolidated balance sheets for cash and cash equivalents including U.S.

Treasury notes was adjusted to fair value as described above.

The fair values of the Company’s other mortgage notes payable were estimated based on current rates available to the Company for debt of the same remaining maturities.

The fair values of the Company’s fixed rate mortgage notes payable were estimated based on current rates available to the Company for debt of the same remaining maturities.

At December 31, 2025, the carrying amount and fair value of such other long-term debt was $ 180,070,000 and $ 148,736,000 , respectively.

At December 31, 2024, the carrying amount and fair value of such other long-term debt was $ 180,070,000 and $ 141,302,000 , respectively.

Contingent Liabilities.

Contingencies.

The Company may be involved in litigation on a number of matters and is subject to certain claims which arise in the normal course of business.

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This amount is included as part of the Company’s investment basis and was amortized to expense over the 48 months.

In December 2023 this loan was paid in full with proceeds from another lender and contributions by the Company and MRP.

In December 2023 this loan was paid in full with proceeds from another lender and contributions by the

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Company and MRP.

The Company recorded a gain of $ 1.9 million in December 2023 as the guarantee liability was relieved.

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The Company will evaluate the guarantee liability based upon the success of the project and assuming no payments are made under the guarantee, the Company will have a gain for $ 1.5 million when the loan is paid in full.

On October 21, 2025 in conjunction with the Altman Logistics platform acquisition, FRP Guaranty, LLC (wholly owned by the Company) provided repayment, construction completion, and cost overrun guarantees to the construction lenders at Lakeland, Davie, Delray, Hamilton and Parsippany and the joint venture partners at Delray, Hamilton and Parsippany.

As of December 31, 2025, the maximum amount of future payments that FRP Guaranty, LLC could be required to make under its repayment guarantees is $ 48.8 million on aggregate joint venture indebtedness of $ 101.2 million.

FRP Guaranty, LLC would be required to perform on the guarantees upon a default on a construction loan by a joint venture or to ensure the completion of the construction of a joint venture project.

As of December 31, 2025, FRP Guaranty, LLC has been funded with $ 10.0 million in cash and cash equivalents.

The Company believes that the fair values of these guarantees are minimal based on various factors, including the collateral values securing the loans, the status of the applicable development projects, and current expectations regarding the probability of payments being made pursuant to such guarantees.

In November 2023, the Central Florida Expressway Authority (CFX) used its eminent domain power to take title to approximately 27.6 acres from the southern boundary of a parcel of the Company’s approximately 1,196 -acre Lake Louisa property that is leased to Cemex.

As required by Florida law, CFX deposited $ 2,582,000 into the registry of the Court, representing CFX’s good faith estimate of the value of the condemned property.

As the Company’s tenant, Cemex is claiming a portion of the funds ultimately paid by CFX as business damages.

The Company is litigating with CFX over the value of the condemned property.

The condemnation proceeding is not expected to impact the lease with Cemex.

Management believes that the Company is entitled to compensation in excess of the carrying value of the property.

Under the applicable accounting guidance, the Company has not recognized any gain related to this matter in the consolidated financial statements.

The ultimate amount and timing of any gain will depend on the final settlement with CFX and Cemex.

The Company will recognize the transactions in the period in which the compensation is realized or realizable.

The Company, at December 31, 2025, had entered into various contracts to develop and maintain real estate with remaining commitments totaling $ 56.1 million.

As of December 31, 2024, we had additional financing commitments to our residential development lending ventures totaling $ 4.7 million.

As of December 31, 2025, we had financing commitments to our lending ventures totaling $ 13.6 million.

Concentrations.

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At times, such amounts may exceed FDIC limits.

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Unusual or Infrequent Items Impacting Results.

See Note 12 regarding guarantee liability expense.

See Note 12 regarding guarantee liability expense and the related gain and Note 17 regarding expenses of business combination.

Intangible Assets.

The Company has allocated the purchase price of property acquisitions based upon the fair value of the assets acquired, consisting of land, buildings and intangible assets, including in-place leases and below market leases.

These deferred leasing intangible assets are recorded within Deferred Costs and Deferred lease intangible, net in the consolidated balance sheets.

These deferred leasing intangible assets are recorded within Deferred Costs in the consolidated balance sheets.

The value of the in-place lease intangibles will be amortized over the remaining lease terms.

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lease intangibles

Altman Logistics Platform Acquisition

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FL) as well as a contract for the purchase of an industrial land parcel.

In conjunction with the acquisition, the Company hired six of Altman Logistic's employees.

City Street Address 36’ Clear Height SF Ownership Acquired

Delray Beach, FL 14130 S State Rd.

7 199,476 10 %(1)

Substantial completion Q1 2026

Delray Beach, FL 14130 S State Rd.

7 392,976 10 %1)

Land for 2 warehouses

Hamilton, NJ 600 Horizon Dr.

170,800 8.5 %1)

Substantial completion Q1 2026

Parsippany, NJ 8 Lanidex Plaza W.

140,031 10 %(1)

Substantial completion Q2 2026

Lakeland, FL 8161 State Rd.

33 201,420 10 %(1)

Substantial completion Q2 2026

Davie, FL 6900 W.

State Rd 84 182,773 20 %(1)

Substantial completion Q2 2026

Southwest Ranches, FL SW 202 nd Ave.

& Sheridan St.

335,617 Land acquisition contract 2026

(1) General Partner investment, distributions will be based upon waterfall model.

(2) FRP already owned the remaining portion.

The purchase price was $ 33.5 million in cash and $ 344,000 of equity, which included a $ 10.0 million reimbursement to Altman for the assignment of a bank account held by a special purpose entity that is the guarantor for $ 48.8 million of the $ 101.2 million in construction debt.

As a result, the net cash requirement was $ 23.5 million.

At closing, $ 45.3 million of the total construction financing had been drawn, resulting in a $ 5.2 million share of debt attributable to the Company.

The Company incurred expenses of $ 2.5 million in conjunction with this business combination which is primarily included in development segment operating expenses.

The acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations.

The Company offered the hired Altman employees a project profit share that can be settled in Company stock at the Company’s discretion.

These interests were valued by a 3rd party specialist at $ 796,000 of which $ 344,000 was earned prior to the acquisition.

The goodwill is a reflection of the projects, pipeline, and personnel from this acquisition that are expected to provide the Company development fees, operating cash flows, promote revenues, and proceeds from sales.

The goodwill is tax deductible over 15 years.

The purchase price was allocated with the assistance of the same third-party specialist for the land and warehouses owned by the joint ventures as follows (in thousands):

Purchase Price Allocation

Investments in unconsolidated real estate partnerships $ 8,427

Acquisition of noncontrolling interests 6,388

Contract for purchase of real estate and pipeline 1,782

Cash held by Guaranty LLC 10,022

Receivables related to development agreements 457

Vacation liabilities for hired employees ( 90 )

Goodwill development segment 6,893

Total purchase price $ 33,879

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Contributions from partners.

On November 4, 2022 the Company sold a 20 % ownership interest in tenancy-in-common (TIC) of Dock 79 and The Maren for $ 65.3 million to a new partner Steuart Investment Company (SIC).

Net of the mortgage assumption of $ 36.0 million and the Company’s share of transfer taxes and other transactions costs of $ 1.4 million the net contribution was $ 27.9 million.

Of this amount $ 9.3 million was distributed to MRP and $ 18.6 million to the Company.

A reallocation of partners’ interest of $ 7.7 million was recorded to Capital in excess of par value for the difference between the $ 18.6 million consideration received by the Company and the net book value of the Company’s share of assets sold.

Deferred income tax expense of $ 2.1 million was recorded to Capital in excess of par value on the Company’s reallocation.

The Company continues to consolidate both properties because of continued control over major decisions for both properties.

The Company entered into two new warehouse development partnership agreements in early 2024 with Altman Logistics Properties (formerly doing business as BBX Logistics) (Lakeland Logistics Park Venture, LLC, and Davie Logistics Park Venture, LLC).

Altman Logistic Properties' contributions towards the partnerships in 2024 were $ 15.7 million which is reflected as noncontrolling interest.

The Company consolidates these partnerships because it is the primary beneficiary.

The Company consolidated these partnerships because it was the primary beneficiary (see Note 17).

Subsequent Events.

On March 7, 2025 the Lakeland partnership secured a $ 16.0 million loan with a floating rate equal to SOFR plus 2.75 % from Seacoast National Bank.

It is a three-year construction/stabilization loan with a two-year conditional extension at SOFR plus 2.50 % with an interest rate swap conversion.

On March 13, 2025 the Davie partnership secured a $ 31.9 million loan with a floating rate equal to SOFR plus 2.75 % from Synovus National Bank.

It is a three-year construction/stabilization loan with a two-year conditional extension at SOFR plus 2.25 %.

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Report of Management

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Based on this assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2025.

The Company's independent auditors, Hancock Askew& Co., LLP, a registered public accounting firm, are appointed by the Audit Committee of the Company's Board of Directors, subject to ratification by our Company's shareholders.

Hancock Askew & Co., LLP has audited and reported on the consolidated financial statements of FRP Holdings, Inc.

The Company's independent auditors, Baker Tilly US, LLP, a registered public accounting firm, are appointed by the Audit Committee of the Company's Board of Directors, subject to ratification by our Company's shareholders.

Baker Tilly US, LLP has audited and reported on the consolidated financial statements of FRP Holdings, Inc.

The report of the independent auditors is contained in this annual report.

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Our Audit Committee's Report can be found in the Company's Proxy Statement.

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Report of Independent Registered Public Accounting Firm

The Shareholders and Board of Directors FRP Holdings, Inc.

To the Shareholders and the Board of Directors of FRP Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of FRP Holdings, Inc.

(the “Company”) as of December 31, 2024 and 2023 , and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024 , and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 , and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024 , in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheet of FRP Holdings, Inc.

(the “Company”) as of December 31, 2025 , the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 , and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We also audited the adjustments to the 2024 and 2023 consolidated financial statements to retrospectively adopt ASU 2023-09 as described in Note 1.

In our opinion, such adjustments are appropriate and have been properly applied.

However, we were not engaged to audit, review or apply any procedures to the 2024 and 2023 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2024 and 2023 consolidated financial statements taken as a whole.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Consolidation Analysis of New Joint Ventures

Critical Audit Matter Description

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As described in Note 1 to the consolidated financial statements as of December 31, 2025, the Company enters into joint venture arrangements for real estate investments and evaluates whether these entities should be consolidated under applicable guidance in ASC 810.

This assessment includes determining whether a joint venture is a variable interest entity (“VIE”) and, if so, whether the Company is the primary beneficiary.

For entities that are not VIEs, the Company evaluates whether it has a controlling financial interest under the voting interest model.

Determining whether a joint venture should be consolidated requires significant judgment, particularly in evaluating (i) which activities most significantly impact the entity’s economic performance and (ii) whether the Company has the power to direct those activities, as well as the obligation to absorb losses or the right to receive benefits that could be significant.

These conclusions are based on the interpretation of complex joint venture agreements and governance provisions.

We identified the Company’s consolidation accounting conclusions with respect to its interest in the joint ventures as a critical audit matter because of the significant auditor judgment related to management’s determination of the primary beneficiary.

How We Addressed the Matter in Our Audit

Our audit procedures related to the Company’s consolidation analyses for new joint ventures included the following, among others:

• We read joint venture agreements and related documents to understand the governance structure, including decision-making rights and the nature of participating and protective rights.

• We assessed management’s technical accounting analysis and determination of whether the entity is a VIE, including evaluating whether the entity has sufficient equity at risk and whether the equity holders have the characteristics of a controlling financial interest.

• For entities determined to be VIEs, we evaluated management’s conclusion regarding whether the Company is the primary beneficiary by assessing (i) whether the Company has the power to direct the activities that most significantly impact the entity’s economic performance and (ii) whether the Company has the obligation to absorb losses or the right to receive benefits that could be significant to the entity.

• We assessed the related disclosures for conformity with U.S.

Accounting for Acquisition of Altman Logistics Properties as a Business Combination

Critical Audit Matter Description

As described in Note 17 to the consolidated financial statements as of December 31, 2025, the Company completed the acquisition of the business operations and development pipeline of Altman Logistics Properties, LLC on October 21, 2025.

The Company accounted for this transaction as a business combination under ASC 805.

Auditing management’s conclusion that the acquired set of assets and activities constitutes a business required significant auditor judgment due to the complexity and subjectivity involved in applying the guidance in ASC 805.

Specifically, this included evaluating (i) whether substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset or group of similar identifiable assets, and (ii) whether the acquired set included inputs and substantive processes that together significantly contribute to the ability to create outputs.

The determination required judgment in assessing the nature and composition of the acquired assets, including minority interests in multiple development projects and contractual rights, as well as evaluating whether the acquired workforce and related processes represent a substantive process under ASC 805.

How We Addressed the Matter in Our Audit

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The primary procedures we performed to address this critical audit matter included:

• We obtained and reviewed the purchase agreement and other relevant transaction documents.

• We evaluated management’s analysis of whether the transaction represented a business combination or asset acquisition, including assessing whether the fair value of the gross assets acquired was concentrated in a single identifiable asset or group of similar assets.

• We evaluated management’s conclusion that the acquired processes were substantive, including assessing whether the acquired workforce, property management activities, and leasing activities represent substantive processes that are critical to the ability to generate outputs.

• We assessed whether management’s conclusions were consistent with the requirements of ASC 805.

/s/ Baker Tilly US, LLP

Jacksonville, Florida

April 15, 2026

We have served as the Company’s auditor since 2025.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of FRP Holdings, Inc.

Opinion on the Consolidated Financial Statements

We have audited, before the effects of the adjustments to retrospectively apply the change in accounting discussed in Note 1 to the consolidated financial statements, the accompanying consolidated balance sheet of FRP Holdings, Inc.

(the Company) as of December 31, 2024 , and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024 , and the related notes (collectively referred to as the consolidated financial statements) ( the 2024 and 2023 financial statements before the effects of the retrospective adjustments discussed in Note 1 to the financial statements are not presented herein).

In our opinion, the 2024 and 2023 consolidated financial statements, before the effects of the adjustments to retrospectively apply the change in accounting discussed in Note 1 to the consolidated financial statements, present fairly, in all material respects, the financial position of the Company as of December 31, 2024 , and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024 , in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in accounting discussed in Note 1 to the financial statements, and accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied.

Those retrospective adjustments were audited by the successor auditor.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

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required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

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We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant controls over the Company’s qualitative analysis that determines whether the Company has control over the venture, through influence, voting interest or through the presence of a variable interest in a real estate venture that would require consolidation.

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For all investments in real estate ventures, our procedures include reading the operating agreements and other relevant documents and evaluating the structure and terms of the agreements and reviewing management’s evaluation of control over the entity and the applicability of the variable interest model as compared to the voting interest model.

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We take into consideration evidence obtained in other areas of the audit, such as review of board minutes and status of the projects development to determine if any reconsideration of the findings is necessary.

Hancock Askew & Co., LLP

We have served as the Company’s auditor since 2006.

/s/ Hancock Askew & Co., LLP

We began serving as the Company’s auditor in 2006.

In 2025, we became the predecessor auditor.

Jacksonville, Florida

March 18, 2025

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DIRECTORS AND OFFICERS

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Controller and Chief Accounting Officer

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FRP Holdings, Inc.

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Annual Meeting

Shareholders are cordially invited to attend the 2025 annual meeting of shareholders on Monday, May 12, 2024 at 11:00 a.m., Eastern Daylight Time.

Shareholders are cordially invited to attend the 2026 annual meeting of shareholders on Tuesday, May 12, 2026 at 11:00 a.m., Eastern Daylight Time.

This year’s meeting will be held virtually.

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Transfer Agent

59 Maiden Lane

Equiniti Trust Company, LLC

28 Liberty Street, Floor 53

New York, NY 10005

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Independent Registered Public Accounting Firm

Hancock Askew & Co., LLP

Baker Tilly US, LLP

Jacksonville, Florida

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures