FRP Holdings (FRPH) director moves FRPH shares via GRAT and family trusts

Rhea-AI Filing Summary

FRP Holdings director and 10% owner John D. Baker II reported estate-planning transfers involving his FRP Holdings common stock. In connection with terminating a grantor retained annuity trust, 110,710 shares were distributed to his revocable living trust, and a separate bona fide gift of 97,442 shares moved from the same trust to irrevocable trusts for his children. Following these transactions, he reports indirect holdings including 146,117 shares in a living trust, 131,534 shares in a GRAT, 20,050 shares in an IRA, and 7,578 shares in his wife's living trust, plus 2,571,775 shares in a separate trust where he serves as co‑trustee and sole income beneficiary and disclaims beneficial ownership except for his pecuniary interest.

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)

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								146,117(1)	I	Held in Living Trust
Common Stock	02/12/2026		G		97,442(2)	D	$0	131,534	I	Held in GRAT
Common Stock								20,556	D
Common Stock								2,571,775	I	See footnote(3)
Common Stock								20,050	I	Held in IRA
Common Stock								7,578	I	Held in Wife's 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. In connection with the termination of the Reporting Person's grantor retained annuity trust, 110,710 shares were distributed to the Reporting Person's Revocable Living Trust.

2. 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.

3. Shares are held by the Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965, for which the Reporting Person serves as co-trustee, and of which the Reporting Person is the sole income beneficiary. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

	Kelly D. Waters, as Attorney-in-Fact for John D. Baker II	02/17/2026
	** 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).
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FAQ

What insider activity did FRPH Form 4 report for John D. Baker II?

The Form 4 reports trust-related transfers of FRP Holdings common stock by entities associated with John D. Baker II, including a grantor retained annuity trust termination and a bona fide gift to family trusts, reflecting estate-planning moves rather than open-market stock sales.

How many FRPH shares were gifted in the reported transaction?

The filing shows a bona fide gift of 97,442 FRP Holdings common shares from a grantor retained annuity trust to irrevocable trusts for the benefit of John D. Baker II’s children, recorded at a per-share price of $0 as it is a non-cash gift transfer.

What happened when John D. Baker II’s grantor retained annuity trust terminated?

When the grantor retained annuity trust terminated, 110,710 FRPH shares were distributed to John D. Baker II’s revocable living trust. Separately, 97,442 shares from the same trust were distributed to irrevocable trusts established for his children, according to the Form 4 footnotes.

How many FRPH shares does John D. Baker II report in key personal and retirement accounts?

After the reported transactions, he lists 146,117 shares held in a living trust, 20,050 shares in an IRA, and 7,578 shares in his wife’s living trust, in addition to other indirect and direct holdings disclosed in the Form 4 tables.

What is the large FRPH holding where John D. Baker II disclaims full beneficial ownership?

The Form 4 notes 2,571,775 FRPH shares held by a trust for his benefit where he is co‑trustee and sole income beneficiary. He formally disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in that trust.

Did John D. Baker II sell FRPH stock for cash in this Form 4?

No cash sale is reported. The only coded transaction is a bona fide gift of 97,442 FRPH shares from a grantor retained annuity trust to irrevocable trusts for his children, recorded at a transaction price of $0 per share as a non-cash transfer.

What is John D. Baker II’s relationship to FRP Holdings (FRPH)?

The Form 4 lists John D. Baker II as a director and 10% owner of FRP Holdings, Inc. He reports a mix of direct and indirect holdings through various personal, family, and fiduciary trusts, each described with separate ownership classifications and footnotes.