FRP Holdings, Inc. Files Form 12b-25 Notification of Late Filing

FRP Holdings (NASDAQ:FRPH) filed a Form 12b-25 on March 31, 2026, notifying a late Form 10-K for the year ended December 31, 2025, while finalizing consolidated financial statements and completing the audit.

Rhea-AI Summary

FRP Holdings (NASDAQ:FRPH) filed a Form 12b-25 on March 31, 2026, notifying a late Form 10-K for the year ended December 31, 2025, while finalizing consolidated financial statements and completing the audit. The company expects to file within the 15-day Rule 12b-25 grace period and will reschedule its earnings release and call once the 10-K filing date is confirmed.

FRP expects a $1.3M Q4 2025 net income decline ($0.4M vs $1.7M) and a $3.1M full-year net income decrease ($3.3M vs $6.4M), driven primarily by $2.5M of Altman Logistics acquisition expenses, higher G&A, asset underperformance and added depreciation, partly offset by higher mining royalties and improved joint venture results.

Positive

• Higher mining royalties improved results in 2025
• Improved results in equity of joint ventures
• Company expects to file Form 10-K inside 15-day Rule 12b-25 window

Negative

• Full-year Net Income down $3.1M year-over-year
• Q4 Net Income down $1.3M versus Q4 2024
• $2.5M of expenses tied to Altman Logistics acquisition
• Increased G&A and underperformance at Dock and Maren

Argus Apr 1 session

+0.55% close to close Open Argus

Details

News Market Reaction – FRPH

In the Apr 1 session, FRPH gained 0.55%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a Form 12b-25 filing for the 2025 Form 10-K and previews weaker results, i...

Analysis

This announcement details a Form 12b-25 filing for the 2025 Form 10-K and previews weaker results, including a $1.3M Q4 and $3.1M full-year net income decrease, mainly from $2.5M of Altman-related expenses. It follows earlier communications about earnings timing and the Altman acquisition’s impact. Investors may track the actual Form 10-K filing, updated earnings release scheduling, and future disclosures on integration progress, operating performance, and any changes in real estate demand across FRP’s key markets.

Key Figures

Q4 2025 net income: $0.4M Q4 net income change: $1.3M decrease Full-year 2025 net income: $3.3M +5 more

Q4 2025 net income

$0.4M

Versus $1.7M in Q4 2024; company-cited preliminary figure

Q4 net income change

$1.3M decrease

Q4 2025 vs Q4 2024 net income

Full-year 2025 net income

$3.3M

Versus $6.4M in 2024; company-cited preliminary figure

Full-year net income change

$3.1M decrease

2025 vs 2024 net income

Altman expenses Q4

$0.5M

Q4 2025 expenses related to Altman Logistics platform acquisition

Altman expenses full-year

$2.5M

Full-year 2025 expenses tied to Altman Logistics platform acquisition

Share price

$21.88

Pre-news price; <b>26.31%</b> below 52-week high of $29.69

Market cap

$425,893,830

Equity value before the Form 12b-25 announcement

Historical Context

5 past events · Latest: Mar 03

5 events

1. Mar 03

   Earnings delay notice

   24h Move

   -0.7%

   Extension of 2025 Q4 and full-year earnings release due to audit timing.

2. Feb 26

   Earnings call schedule

   24h Move

   -0.2%

   Announcement of planned Q4 2025 earnings release and conference call details.

3. Nov 05

   Q3 2025 results

   24h Move

   -4.7%

   Reported lower net income and NOI driven by Altman acquisition expenses.

4. Oct 29

   Q3 call schedule

   24h Move

   -3.4%

   Set Q3 2025 earnings release date and conference call logistics.

5. Oct 21

   Altman acquisition

   24h Move

   -0.6%

   Closed Altman Logistics platform acquisition to expand industrial development pipeline.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

form 12b-25, form 10-k, securities and exchange commission, rule 12b-25, +1 more

5 terms

form 12b-25 regulatory

"it has filed a Form 12b-25, Notification of Late Filing, with the"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

form 10-k regulatory

"in connection with its Annual Report on Form 10-K for the fiscal year"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

securities and exchange commission regulatory

"Form 12b-25, Notification of Late Filing, with the Securities and Exchange Commission"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

rule 12b-25 regulatory

"within the fifteen-day grace period provided by Rule 12b-25 under the"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

forward-looking statements regulatory

"any statements in this press release which relate to the future are, by their nature, subject to risks"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

JACKSONVILLE, FL / ACCESS Newswire / March 31, 2026 / FRP Holdings, Inc. (NASDAQ:FRPH), today announced that it has filed a Form 12b-25, Notification of Late Filing, with the Securities and Exchange Commission in connection with its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The Company requires additional time to finalize its consolidated financial statements and related disclosures, and the auditor requires additional time to complete the audit of the Company's consolidated financial statements as of and for the year ended December 31, 2025. The Company anticipates that it will file its Form 10-K within the fifteen-day grace period provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended. This delay in filing is not the result of any disagreements with the Company's independent auditors on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

The Company will announce the date and time of the rescheduled earnings release and call once the filing date of its Form 10-K is confirmed.

For the fourth quarter of 2025, the Company expects to report a $1.3M decrease in net income versus the fourth quarter of 2024 ($0.4 million vs $1.7 million) due to expenses related to the Altman Logistics platform acquisition ($0.5 million), increased general and administrative expenses due to the Altman new hires, underperformance at Dock and Maren, industrial vacancies and added depreciation at Chelsea partially offset by higher mining royalties and improved results in Equity in Loss of Joint Ventures.

For the full year, the Company expects to report a $3.1M decrease in Net Income ($3.3 million vs $6.4 million) primarily due to $2.5 million of expenses related to acquiring the Altman Logistics platform.

FRP Holdings, Inc. is a holding company engaged in the real estate business, namely (i) leasing and management of commercial properties owned by the Company, (ii) leasing and management of mining royalty land owned by the Company, (iii) real property acquisition, entitlement, development and construction primarily for apartment, retail, warehouse, and office, (iv) leasing and management of residential apartment buildings.

Investors are cautioned that any statements in this press release which relate to the future are, by their nature, subject to risks and uncertainties that could cause actual results and events to differ materially from those indicated in such forward-looking statements. These include, but are not limited to: the possibility that we may be unable to find appropriate investment opportunities; levels of construction activity in the markets served by our mining properties; demand for flexible warehouse/office facilities in the Baltimore- Washington-Northern Virginia area; demand for apartments in Washington D.C. and Greenville, South Carolina; our ability to obtain zoning and entitlements necessary for property development; the impact of lending and capital market conditions on our liquidity; our ability to finance projects or repay our debt; general real estate investment and development risks; vacancies in our properties; risks associated with developing and managing properties in partnership with others; competition; our ability to renew leases or re-lease spaces as leases expire; illiquidity of real estate investments; bankruptcy or defaults of tenants; the impact of restrictions imposed by our credit facility; the level and volatility of interest rates; environmental liabilities; inflation risks; cybersecurity risks; as well as other risks listed from time to time in our SEC filings; including but not limited to; our annual and quarterly reports. We have no obligation to revise or update any forward-looking statements, other than as imposed by law, as a result of future events or new information. Readers are cautioned not to place undue reliance on such forward-looking statements.

Contact: Matthew C. McNulty
Chief Financial Officer
(904) 858-9100

SOURCE: FRP Holdings, Inc.

View the original press release on ACCESS Newswire

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did FRP Holdings (FRPH) file a Form 12b-25 on March 31, 2026?

They filed because additional time is needed to finalize consolidated financials and complete the audit. According to the company, the auditor requires extra time and the firm anticipates using the 15-day Rule 12b-25 grace period to file the Form 10-K.

How much did FRP Holdings (FRPH) say net income declined for full-year 2025?

FRP expects a $3.1M decline in full-year net income year-over-year. According to the company, this change reflects $2.5M of expenses related to acquiring the Altman Logistics platform and other operational impacts.

What caused the Q4 2025 net income decrease at FRP Holdings (FRPH)?

Q4 2025 net income fell by $1.3M compared with Q4 2024, to $0.4M. According to the company, this was driven by Altman acquisition expenses, higher G&A, underperformance at Dock and Maren, vacancies and added depreciation at Chelsea.

Will FRP Holdings (FRPH) miss SEC deadlines after the Form 12b-25 filing?

The company expects to meet the 15-day extension provided by Rule 12b-25 and not miss the extended deadline. According to the company, it will file the Form 10-K within that grace period and announce the rescheduled earnings release date.

How did the Altman Logistics acquisition affect FRP Holdings' (FRPH) 2025 results?

The company attributed $2.5M of full-year expenses to the Altman Logistics platform acquisition. According to the company, those costs were the primary driver of the year-over-year net income decline.