48,721 FRP Holdings (FRPH) shares gifted via Baker family trusts

Rhea-AI Filing Summary

FRP Holdings, Inc. director and large shareholder John D. Baker II reported an indirect disposition of 48,721 shares of common stock. The shares were transferred at $0.00 per share as a bona fide gift from a grantor retained annuity trust.

According to the filing, this distribution occurred in connection with the termination of the grantor retained annuity trust and the shares were distributed to irrevocable trusts for the benefit of his children. Following these transactions, Baker reports direct and indirect holdings across personal, IRA and trust accounts, including a large indirect position held in a trust for his benefit.

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)
02/19/2026

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								20,556	D
Common Stock								2,571,775	I	See footnote(1)
Common Stock								20,050	I	Held in IRA
Common Stock								7,578	I	Held in Living Trust
Common Stock								154,117	I	Held in Living Trust
Common Stock	02/19/2026		G		48,721(2)	D	$0	74,813	I	Held in GRAT

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. 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.

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.

	Kelly D. Waters, as Attorney-in-Fact for John D. Baker II	02/20/2026
	** 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 Holdings (FRPH) report for John D. Baker II?

FRP Holdings reported that John D. Baker II was involved in an indirect disposition of 48,721 shares of common stock. The transaction was structured as a bona fide gift, executed at $0.00 per share through a grantor retained annuity trust.

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

The insider transaction was reported as a bona fide gift, not a sale. A grantor retained annuity trust distributed 48,721 shares of FRP Holdings common stock to irrevocable trusts for the benefit of John D. Baker II’s children at $0.00 per share.

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

A total of 48,721 shares of FRP Holdings common stock were transferred. The filing describes this as a distribution from a terminated grantor retained annuity trust to irrevocable trusts benefiting the reporting person’s children, and it was executed as a bona fide gift.

How is the FRP Holdings (FRPH) gift transaction structured legally?

The disposition reflects a distribution of shares upon termination of a grantor retained annuity trust. The shares moved from that trust to irrevocable trusts for the benefit of John D. Baker II’s children, and the Form 4 classifies the transfer as a bona fide gift at no consideration.

Does John D. Baker II fully own all FRP Holdings (FRPH) shares reported indirectly?

No. The filing states that a large block of shares is held by a trust for his benefit, where he serves as co-trustee and sole income beneficiary, and he disclaims beneficial ownership except to the extent of his pecuniary interest in those shares.

What types of accounts hold FRP Holdings (FRPH) shares for John D. Baker II?

The Form 4 shows FRP Holdings shares held directly and indirectly through several vehicles. These include personal direct holdings, an IRA, living trusts, and a separate trust for his benefit, reflecting a diversified estate and trust-based ownership structure.