Gift lifts FRP Holdings (FRPH) CEO Baker’s overall share stake

Rhea-AI Filing Summary

FRP Holdings, Inc. CEO and director John D. Baker III reported an insider stock gift. On January 27, 2026, a family member gifted 54,824 shares of FRP Holdings common stock to a living trust associated with him, at a stated price of $0 per share.

After this transaction, Baker beneficially owns 268,518 shares indirectly through the living trust and 44,936 shares directly. The filing characterizes the event as a gift rather than an open-market purchase or sale.

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. 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)
01/27/2026

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	01/27/2026		G(1)		54,824	A	$0	268,518	I	Held in Living Trust
Common Stock								44,936	D

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 Reporting Person was gifted shares by a family member.

	Kelly D. Waters, as Attorney-in-Fact for John D. Baker III	01/29/2026
	** 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 transaction did FRPH CEO John D. Baker III report?

FRP Holdings CEO John D. Baker III reported receiving 54,824 common shares as a family gift. The shares were added to a living trust associated with him, classified as an indirect holding, and reported at a price of $0 per share on January 27, 2026.

How many FRP Holdings (FRPH) shares did the CEO receive as a gift?

The CEO received 54,824 FRP Holdings common shares as a gift from a family member. These shares are held indirectly in a living trust and were reported with a transaction code G, which identifies the transaction as a gift rather than a market trade.

How many FRPH shares does John D. Baker III beneficially own after the gift?

After the reported gift, John D. Baker III beneficially owns 268,518 FRP Holdings shares indirectly in a living trust and 44,936 shares directly. These figures come from the post-transaction balances disclosed in the Form 4’s non-derivative securities ownership table.

Was the FRPH CEO’s Form 4 transaction a purchase or a gift?

The Form 4 reports the FRP Holdings CEO’s transaction as a gift, not a purchase or sale. It uses transaction code G and notes that a family member gifted 54,824 common shares, which were added to his indirect holdings in a living trust at zero consideration.

How are the gifted FRP Holdings shares held by the CEO after the transaction?

The 54,824 gifted FRP Holdings shares are held indirectly in a living trust associated with the CEO. The filing lists these indirect holdings separately from his 44,936 directly held shares, clarifying the nature of ownership but attributing beneficial ownership to John D. Baker III.