Was the FRP Holdings (FRPH) COO’s 548-share Form 4 transaction a sale?

No, the 548-share transaction was not a sale. It is coded as a disposition to the issuer at $0.00 per share, reflecting forfeited restricted stock tied to performance criteria, rather than an open-market purchase or sale of FRP Holdings shares.

FRP Holdings COO forfeits 548 restricted shares

Accepted by SEC EDGAR 03/12/2026 - 03:57 PM EDT

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Rhea-AI Filing Summary

FRP Holdings, Inc. President & COO David H. deVilliers III reported the forfeiture of 548 shares of Common Stock on March 10, 2026. The shares were returned to the issuer at $0.00 per share as a disposition to the company, not an open-market sale.

According to a footnote, the forfeited shares were restricted stock originally granted on January 1, 2024 after the company did not achieve target performance criteria. Following this adjustment, he holds 67,088 shares directly and 1,296 shares indirectly through a 401(k) account.

Insider Trade Summary

Disposition: 548 shares

Disposition 1 txn

Insider deVilliers David H III

Role President & COO

Type	Security	Shares	Price	Value
Disposition	Common Stock	548	$0.00	$0.00
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 67,088 shares (Direct); Common Stock — 1,296 shares (Indirect, Held in 401k)

Footnotes (1)

F1. Represents the forfeiture of restricted stock originally granted to the Reporting Person on January 1, 2024 due to the Issuer not achieving the target performance criteria.

FAQ

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What insider transaction did FRP Holdings (FRPH) report for David H. deVilliers III?

FRP Holdings reported that President & COO David H. deVilliers III forfeited 548 shares of Common Stock on March 10, 2026. The shares were returned to the issuer at $0.00 per share as a disposition, not an open-market trade.

Why were 548 FRP Holdings (FRPH) shares forfeited by the COO?

The 548 shares were forfeited because FRP Holdings did not achieve target performance criteria tied to the award. A footnote states they were restricted stock originally granted on January 1, 2024, and were surrendered back to the company when those goals were not met.

How many FRP Holdings (FRPH) shares does the COO hold after the forfeiture?

After the forfeiture, David H. deVilliers III holds 67,088 FRP Holdings Common Stock shares directly. He also has 1,296 shares reported as indirectly owned through a 401(k) account, according to the Form 4 holding entries and ownership details.

What does the Form 4 footnote reveal about FRP Holdings (FRPH) restricted stock?

The footnote explains the 548 shares were restricted stock granted on January 1, 2024, subject to company performance targets. Because FRP Holdings did not achieve the target performance criteria, those restricted shares were forfeited and returned to the issuer at no cash value.

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Form 4 Insider Transactions: What Each Field Means →

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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
Estimated average burden
hours per response:			0.5

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^*

deVilliers David H III

(Last)

(First)

(Middle)

200 WEST FORSYTH STREET

7TH FLOOR

(Street)

JACKSONVILLE

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & COO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								1,296	I	Held in 401k
Common Stock	03/10/2026		D⁽¹⁾		548	D	$0	67,088	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

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

	Kelly D. Waters, as Attorney-in-Fact for David H. deVilliers III	03/12/2026
	** 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.

Source: View Original Filing on SEC EDGAR