[8-K] FRP Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

What happened: FRP Holdings announced that it issued a press release reporting its results of operations for the second quarter ended June 30, 2025. The press release is furnished as Exhibit 99.1 to this Form 8-K.

Why it matters: This filing tells investors the company released quarterly results but does not include the press release text or any financial figures in the 8-K itself. The company also states the furnished exhibit is not being treated as "filed" under Section 18 and will not be incorporated by reference into other filings unless explicitly stated. Because no numerical results are included here, readers must review the furnished press release to assess the financial impact.

Positive

• Company furnished a press release announcing second-quarter results
• Disclosure follows standard SEC practice by furnishing the exhibit

Negative

• The 8-K does not include the press release text or any financial figures
• Furnished exhibit is explicitly stated as not "filed" and not incorporated by reference

Insights

Financial Analyst

TL;DR: Routine earnings disclosure provided; no financial details in the 8-K, so impact cannot be determined from this filing alone.

This 8-K merely notifies investors that a press release covering second-quarter results was furnished as Exhibit 99.1. The absence of substantive financial data in the filing prevents any assessment of revenue, profit, margins, or trends. From a market-impact perspective, this is a neutral, transparency-oriented disclosure. Investors need to read the furnished press release or the company’s investor materials to judge performance and update valuations.

Corporate Governance Expert

TL;DR: Standard Form 8-K disclosure practice observed; furnishing an exhibit rather than filing it limits legal incorporation.

The company followed common disclosure protocol by furnishing a press release as an exhibit and explicitly stating it is not "filed" for Section 18 purposes. That preserves limited legal exposure for the exhibit while informing the market. Governance-wise, this is a routine communication and does not signal a governance change or material corporate action. Because the filing lacks the press release content, no governance or risk conclusions about financial performance can be drawn from this document alone.

FALSE000084405900008440592025-08-062025-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 6, 2025

FRP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Florida (State or other jurisdiction of incorporation) 001-36769 (Commission File Number) 47-2449198 (IRS Employer Identification No.)

200 W. FORSYTH STREET, 7TH FLOOR JACKSONVILLE, FL (Address of principal executive offices) 32202 (Zip Code)

(904) 858-9100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			FRPH			Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02. Results of Operations and Financial Condition.

On August 6, 2025, FRP Holdings, Inc. issued a press release announcing results of operations for the second quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1.

The information in this report (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No. Description

99.1 FRP Holdings, Inc. Press Release dated August 6, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						FRP HOLDINGS, INC.
						Registrant
Date:  May 12, 2025			By:			/s/Matthew C. McNulty
						Matthew C. McNulty
						Chief Financial Officer & Treasurer

FAQ

What did FRP Holdings (FRPH) report in this Form 8-K?

FRP Holdings furnished a press release announcing results of operations for the second quarter ended June 30, 2025.

Does the 8-K include financial results or figures for FRPH?

No. The 8-K states the press release is furnished as Exhibit 99.1 but does not include financial details within the filing itself.

Is the furnished press release considered "filed" with the SEC?

No. The company expressly states the information is not being treated as "filed" under Section 18 and is not incorporated by reference into other filings unless expressly stated.

Where can investors find the detailed results for FRPH's second quarter?

Investors should review the furnished Exhibit 99.1 press release or the company’s investor relations materials for full financial details.

Does this 8-K indicate any other material corporate actions?

No. The filing only reports the furnishing of a press release regarding quarterly results and does not disclose other material transactions or corporate changes.