FRP Holdings (FRPH) CEO Baker III records 48,721-share gift transfer in Form 4

Rhea-AI Filing Summary

FRP Holdings CEO John D. Baker III, a director and officer of the company, reported a bona fide gift transfer involving its common stock. In connection with the termination of John D. Baker II's grantor retained annuity trust, 48,721 shares of common stock were distributed to the John D. Baker II 2018 Irrevocable Trust FBO John D. Baker III, where he serves as co-trustee and is the sole beneficiary.

Following the reported transactions, Baker III holds 44,936 common shares directly, 268,518 common shares indirectly through a living trust, and 48,721 common shares indirectly through the irrevocable trust. The reported gift involved no cash consideration, with a stated price of $0 per share.

Insights

Equity ownership & insider-transactions analyst

Filing records an internal trust-related share transfer with no open-market activity.

This Form 4 shows John D. Baker III, CEO and director of FRP Holdings, reporting a bona fide gift of 48,721 common shares tied to the termination of a grantor retained annuity trust. The shares moved into an irrevocable trust for his benefit, at a stated price of $0 per share.

The disclosure clarifies how Baker III’s economic interest is held: 44,936 shares directly, 268,518 shares indirectly via a living trust, and 48,721 shares indirectly via the irrevocable trust. This rearranges reported beneficial ownership among trusts rather than reflecting open-market buying or selling.

Because the transaction is characterized as a gift and occurs within an estate-planning context, it does not itself indicate a change in company fundamentals or strategy. Future ownership tables in company filings will incorporate these updated direct and indirect holdings, but the impact on the broader shareholder base is minimal.

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)
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								268,518	I	Held in Living Trust
Common Stock	02/12/2026		G		48,721	A	$0	48,721	I	See footnote(1)
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. In connection with the termination of John D. Baker II's grantor retained annuity trust, 48,721 shares were distributed to 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.

	Kelly D. Waters, as Attorney-in-Fact for John D. Baker III	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did FRP (FRPH) report for John D. Baker III?

FRP CEO John D. Baker III reported a bona fide gift transfer of 48,721 common shares. The shares were distributed from a terminated grantor retained annuity trust into an irrevocable trust established for his benefit, with no cash consideration involved.

How many FRP Holdings (FRPH) shares were involved in the reported gift?

The filing shows 48,721 FRP Holdings common shares involved in a bona fide gift transaction. These shares were distributed to the John D. Baker II 2018 Irrevocable Trust FBO John D. Baker III as part of the termination of a grantor retained annuity trust.

How many FRP (FRPH) shares does John D. Baker III own directly and indirectly after this filing?

After the reported transactions, John D. Baker III holds 44,936 FRP common shares directly. Indirectly, he holds 268,518 shares through a living trust and 48,721 shares through an irrevocable trust for his benefit, according to the Form 4 disclosure.

Was there any cash consideration in the FRP (FRPH) insider share transfer?

No cash consideration was involved in the reported transaction. The Form 4 lists a price of $0 per share for the 48,721 common shares, reflecting that the movement of shares was a bona fide gift rather than a market purchase or sale.

What is the role of trusts in John D. Baker III’s FRP (FRPH) holdings?

A significant portion of Baker III’s FRP holdings is held through trusts. He holds 268,518 shares via a living trust and 48,721 shares via an irrevocable trust where he is co-trustee and sole beneficiary, illustrating an estate-planning structure for his beneficial ownership.

Does the FRP (FRPH) Form 4 indicate open-market buying or selling by the CEO?

The Form 4 does not show open-market buying or selling. It records a bona fide gift transfer of 48,721 shares into an irrevocable trust, at a stated price of $0 per share, reflecting an internal ownership and estate-planning adjustment rather than market trading activity.