Trust gift and amended holdings disclosed at FRP Holdings (NASDAQ: FRPH)

Rhea-AI Filing Summary

FRP Holdings director John D. Baker II reported trust-related share transfers in FRP Holdings, Inc. common stock. A grantor retained annuity trust distributed 97,442 shares as a bona fide gift to irrevocable trusts for his children in connection with the trust’s termination.

The amended filing also updates his indirect beneficial ownership to 123,534 shares held in a grantor retained annuity trust and 154,117 shares held in a revocable living trust, reflecting corrected post-distribution amounts.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BAKER JOHN D II

(Last) (First) (Middle)

200 W. FORSYTH STREET

7TH FLOOR

(Street)

JACKSONVILLE FL 32202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FRP HOLDINGS, INC. [ FRPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2026		G		97,442(1)	A	$0	123,534(2)	I	Held in GRAT
Common Stock								154,117(3)	I	Held in Living Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported disposition reflects a distribution of shares in connection with the termination of the Reporting Person's grantor retained annuity trust. The shares were distributed to irrevocable trusts for the benefit of the Reporting Person's children.

2. This item was amended to reflect the correct amount of securities beneficially owned following the reported disposition.

3. This item was amended to reflect that 118,710 shares were distributed to the Reporting Person's Revocable Living Trust in connection with the termination of the Reporting Person's grantor retained annuity trust

	Kelly D. Waters, as Attorney-in-Fact for John D. Baker II	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did FRP Holdings (FRPH) report in this Form 4/A?

The Form 4/A reports trust-related transfers of FRP Holdings common stock by director John D. Baker II. A grantor retained annuity trust distributed 97,442 shares as a bona fide gift and the filing corrects the resulting indirect beneficial ownership balances in related trusts.

How many FRP Holdings (FRPH) shares were transferred as a gift in this filing?

The filing shows a bona fide gift transfer of 97,442 FRP Holdings common shares from a grantor retained annuity trust. These shares were distributed in connection with the trust’s termination to irrevocable trusts established for the reporting person’s children, reflecting estate and trust planning activity.

How did this Form 4/A change John D. Baker II’s reported FRPH share holdings?

The amendment updates his indirect beneficial ownership after the trust distribution. It now reports 123,534 shares held through a grantor retained annuity trust and 154,117 shares held in a revocable living trust, reflecting corrected balances following the termination-related transfers disclosed in the footnotes.

What do the footnotes in the FRP Holdings (FRPH) Form 4/A explain?

The footnotes explain that the disposition reflects a distribution upon termination of a grantor retained annuity trust, with shares going to irrevocable trusts for his children. They also clarify that the items were amended to correct beneficial ownership amounts after these distributions, including transfers to a revocable living trust.

Was the FRP Holdings (FRPH) transaction a sale or a gift?

The transaction was reported as a bona fide gift, not a sale, under code G. Shares were distributed from a grantor retained annuity trust to irrevocable trusts for the reporting person’s children as part of the trust’s termination, with no purchase or sale price disclosed.

Why was this FRP Holdings (FRPH) insider filing amended (Form 4/A)?

The amendment corrects the reported number of securities beneficially owned after the disposition. It notes that 118,710 shares were distributed to a revocable living trust when the grantor retained annuity trust terminated, and updates the indirect ownership figures to reflect these transfers accurately.