FRP Holdings (FRPH) CEO forfeits 2,733 performance options after targets missed

Rhea-AI Filing Summary

FRP Holdings CEO John D. Baker III reported a forfeiture of stock options tied to performance goals. On this Form 4, he disposed of options to buy 2,733 shares of common stock back to the company at an exercise price of $31.44 per share as a disposition to the issuer. These options, originally granted on January 1, 2024, were forfeited because the company did not achieve the target performance criteria, leaving him with 14,864 options following the transaction. The filing also updates indirect common stock holdings held through various trusts, including 48,721 shares, 4,029 shares, and 296,791 shares, where he serves as trustee or beneficiary.

Insights

Equity compensation analyst

CEO forfeits performance options after targets were not achieved.

The Form 4 shows John D. Baker III, CEO of FRP Holdings, forfeiting options to buy 2,733 shares of common stock. The options had a $31.44 exercise price and were originally granted on January 1, 2024 as performance-based equity.

The footnote explains the forfeiture occurred because the issuer did not achieve the target performance criteria. This is a non-cash disposition back to the company, coded as a disposition to issuer, and indicates performance hurdles set for this award were not met in the relevant measurement period.

After this forfeiture, Baker holds 14,864 options and substantial indirect common stock positions via trusts, including 296,791 shares in a living trust and additional shares in trusts for his benefit and for his children. The filing mainly updates equity compensation status rather than signaling open-market buying or selling.

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

OMB APPROVAL

OMB Number:			3235-0287
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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. III

(Last) (First) (Middle)

FRP HOLDINGS, INC.

200 WEST 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		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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

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								48,721	I	See footnote(2)
Common Stock								4,029	I	See footnote(3)
Common Stock								296,791	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
Option to Buy	$31.44	03/10/2026		D(1)			2,733	12/31/2024	12/31/2034	Common Stock	2,733	$0	14,864	D

Explanation of Responses:

1. Represents the forfeiture of options originally granted to the Reporting Person on January 1, 2024 due to the Issuer not achieving the target performance criteria.

2. Held in the John D Baker II 2018 Irrevocable Trust FBO John D Baker III. The Reporting Person serves as co-trustee and is the sole beneficiary of such trust.

3. Shares held in trusts for the benefit of the Reporting Person's children, of which Reporting Person serves as trustee.

	Kelly D. Waters, as Attorney-in-Fact for John D. Baker III	03/12/2026
	** Signature of Reporting Person	Date
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