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FRP Holdings (NASDAQ: FRPH) appoints Forvis Mazars as auditor

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FRP Holdings, Inc. reported that its Audit Committee completed a competitive process to select the independent registered public accounting firm for the fiscal year ending December 31, 2026, appointing Forvis Mazars, LLP and having this choice ratified by the Board. As a result, Baker Tilly US, LLP, which had served as auditor since May 2025, was dismissed effective May 15, 2026.

The company states that Baker Tilly’s audit report on the 2025 financial statements was unqualified and that there were no disagreements or reportable events under Item 304 of Regulation S-K through May 15, 2026. FRP also notes that while Forvis Mazars previously provided tax provision, valuation, and technical accounting advisory services for 2025 periods audited by the predecessor auditor, management retained responsibility for related decisions and oversight.

Positive

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Negative

  • None.
Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New audit fiscal year Fiscal year ending December 31, 2026 Period Forvis Mazars engaged as independent auditor
Baker Tilly dismissal date May 15, 2026 Effective date Baker Tilly ceased as auditor
Baker Tilly audit year Fiscal year ended December 31, 2025 Year for which Baker Tilly issued an unqualified opinion
Baker Tilly tenure start May 1, 2025 Start of Baker Tilly’s service as FRP’s auditor
independent registered public accounting firm financial
"determine the Company's independent registered public accounting firm for the fiscal year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
reportable events regulatory
"no "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K"
Item 304(a)(1)(iv) of Regulation S-K regulatory
"no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K"
income tax provision preparation services financial
"engaged Forvis Mazars for income tax provision preparation services, valuation services"
valuation services financial
"Forvis Mazars for income tax provision preparation services, valuation services, and technical accounting advisory services"
technical accounting advisory services financial
"valuation services, and technical accounting advisory services for the year ended December 31, 2025"
Understanding 8-K Material Events →
FALSE000084405900008440592025-05-152025-05-15

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) May 15, 2026
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 4.01. Changes in the Registrant's Certifying Accountant.

The Audit Committee of the Board of Directors of FRP Holdings, Inc. recently conducted a competitive selection process to determine the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The Audit Committee invited several of the largest U.S. public accounting firms to participate in this process, including Baker Tilly US, LLP ("Baker Tilly"), the Company's independent registered public accounting firm for the fiscal year ended December 31, 2025. As a result of this process, on May 12, 2026, the Audit Committee approved and the Board ratified the appointment of Forvis Mazars, LLP ("Forvis Mazars") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. In light of the appointment of Forvis Mazars, Baker Tilly was dismissed as the Company's independent registered public accounting firm, effective as of May 15, 2026.
Baker Tilly has served as the Company's independent registered public accounting firm since May 1, 2025. The audit report of Baker Tilly on the Company's consolidated financial statements for the fiscal year ended December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal year ended December 31, 2025 and during the interim period through May 15, 2026, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and Baker Tilly on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, and (ii) no "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company provided Baker Tilly with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Baker Tilly furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of such letter provided by Baker Tilly dated May 15, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm
On May 12, 2026, the Audit Committee approved and the Board ratified the engagement of Forvis Mazars as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. During the Company's two most recent fiscal years ended December 31, 2025 and December 31, 2024, and the subsequent interim period prior to engagement, the Company did not consult with Forvis Mazars regarding: (a) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that Forvis Mazars concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as defined in Items 304(a)(1)(v) of Regulation S-K). The Company engaged Forvis Mazars for income tax provision preparation services, valuation services, and technical accounting advisory services for the year ended December 31, 2025. These services were completed and related solely to financial statement periods audited by the predecessor auditor. Management assumed responsibility in connection with these services, including decision-making, supervision, and ongoing monitoring.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. Description
16.1 Baker Tilly US, LLP. Letter dated May 15, 2026



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 15, 2026
By:
/s/Matthew C. McNulty
Matthew C. McNulty
Chief Financial Officer & Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What auditor did FRP Holdings (FRPH) appoint for the 2026 fiscal year?

FRP Holdings appointed Forvis Mazars, LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2026. The Audit Committee led a competitive selection process, and the Board of Directors ratified this engagement.

Why was Baker Tilly dismissed as FRP Holdings (FRPH) auditor?

Baker Tilly was dismissed because FRP Holdings selected Forvis Mazars after a competitive process for the 2026 audit. Baker Tilly’s prior 2025 audit report was unqualified, and the company reports no disagreements or reportable events under Item 304 of Regulation S-K.

Did FRP Holdings (FRPH) report any disagreements with Baker Tilly?

FRP Holdings reports no disagreements with Baker Tilly on accounting principles, financial statement disclosure, or auditing scope or procedure, and no reportable events as defined in Item 304(a)(1) of Regulation S-K during 2025 and through May 15, 2026.

What prior services did Forvis Mazars provide to FRP Holdings (FRPH)?

Forvis Mazars previously provided income tax provision preparation, valuation services, and technical accounting advisory services for the year ended December 31, 2025. These services related only to periods audited by the predecessor auditor, and FRP management retained full responsibility and oversight.

How long did Baker Tilly serve as FRP Holdings (FRPH) auditor?

Baker Tilly served as FRP Holdings’ independent registered public accounting firm from May 1, 2025 until its dismissal effective May 15, 2026. During that time, it audited the company’s consolidated financial statements for the fiscal year ended December 31, 2025.

Did FRP Holdings (FRPH) consult Forvis Mazars on audit opinions before engagement?

FRP Holdings states it did not consult Forvis Mazars on applying accounting principles to specific transactions or on potential audit opinions for its financial statements during 2024, 2025, or the interim period before engagement as auditor.

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