FRP Holdings, Inc. Files Form 12b-25 Notification of Late Filing
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
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.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Mar 03 | Earnings delay notice | Negative | -0.7% | Extension of 2025 Q4 and full-year earnings release due to audit timing. |
| Feb 26 | Earnings call schedule | Neutral | -0.2% | Announcement of planned Q4 2025 earnings release and conference call details. |
| Nov 05 | Q3 2025 results | Negative | -4.7% | Reported lower net income and NOI driven by Altman acquisition expenses. |
| Oct 29 | Q3 call schedule | Neutral | -3.4% | Set Q3 2025 earnings release date and conference call logistics. |
| Oct 21 | Altman acquisition | Positive | -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.
Recent company-specific news, especially around Altman-related expenses and timing of results, has often coincided with modest share price declines.
Over the past six months, FRP’s news flow has centered on timing of earnings releases, the Altman Logistics platform acquisition, and its financial impact. Q3 2025 results showed lower net income tied to Altman expenses, while the October 21, 2025 acquisition announcement emphasized strategic expansion. Multiple releases in early 2026 addressed scheduling and then extending deadlines for 2025 results. Today’s Form 12b-25 and preliminary net income figures continue that narrative of integration costs and timing delays weighing on reported earnings.
Key Terms
form 12b-25 regulatory
form 10-k regulatory
securities and exchange commission regulatory
rule 12b-25 regulatory
forward-looking statements regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
For the full year, the Company expects to report a
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