FRP Holdings delays 10‑K, to file within 15 days

FRP Holdings, Inc. notified the SEC it cannot file its Annual Report on Form 10-K for the year ended December 31, 2025 by the prescribed due date and expects to file within the fifteen‑day grace period under Rule 12b‑25.

Rhea-AI Filing Summary

FRP Holdings, Inc. notified the SEC it cannot file its Annual Report on Form 10-K for the year ended December 31, 2025 by the prescribed due date and expects to file within the fifteen‑day grace period under Rule 12b‑25. The delay reflects additional time needed to finalize consolidated financial statements and for the auditor to complete the audit; the company states there are no disagreements with its independent auditors.

The company expects fourth‑quarter 2025 net income of $0.4 million versus $1.7 million in Q4 2024 (a $1.3 million decrease) and full‑year 2025 net income of $3.3 million versus $6.4 million in 2024 (a $3.1 million decrease). The filings attribute the declines mainly to expenses related to the Altman Logistics platform acquisition ($0.5 million in Q4; $2.5 million for the year), higher G&A from new hires, operating underperformance at Dock and Maren, industrial vacancies, and added depreciation at Chelsea, partly offset by higher mining royalties and improved equity in joint ventures.

Positive

• None.

Negative

• Material earnings decline: full‑year net income expected to fall from $6.4 million to $3.3 million, driven primarily by $2.5 million of acquisition expenses.

Insights

Corporate Finance Analyst

Delay driven by audit finalization and acquisition-related costs; results show a material earnings decline.

The company cites the need to complete consolidated financial statements and for auditors to finish year‑end procedures before filing the Form 10‑K. The registrant expects to use the fifteen‑day Rule 12b‑25 grace period.

Reported year‑over‑year net income fell from $6.4 million to $3.3 million, largely due to $2.5 million of acquisition-related charges for the Altman Logistics platform. Subsequent disclosures in the filed 10‑K will be required to confirm the timing and nature of those charges and any audit adjustments.

Key Figures

Q4 2025 Net Income: $0.4 million Q4 2024 Net Income: $1.7 million Full‑year 2025 Net Income: $3.3 million +4 more

7 metrics

Q4 2025 Net Income $0.4 million fourth quarter 2025 expected

Q4 2024 Net Income $1.7 million fourth quarter 2024 comparative

Full‑year 2025 Net Income $3.3 million year ended December 31, 2025 expected

Full‑year 2024 Net Income $6.4 million year ended December 31, 2024 comparative

Altman acquisition expense (Q4) $0.5 million fourth quarter 2025 acquisition‑related expense

Altman acquisition expense (Full Year) $2.5 million full year 2025 acquisition‑related expense

NT 10‑K filing notice date March 31, 2026 notification signature date

Key Terms

Rule 12b-25, Form 10-K, consolidated financial statements, Altman Logistics platform acquisition

4 terms

Rule 12b-25 regulatory

"expects to file its Form 10-K within the fifteen-day grace period provided by Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K regulatory

"unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

consolidated financial statements financial

"requires additional time to finalize its consolidated financial statements and related disclosures"

Consolidated financial statements combine the financial results of a parent company and all the companies it controls into one set of reports, like showing the whole family’s budget instead of each person’s separate accounts. For investors this matters because it gives a complete picture of assets, debts, revenue and cash flow across the entire group, helping assess true size, risk and profitability without missing or double-counting related activity.

Altman Logistics platform acquisition market

"expenses related to the Altman Logistics platform acquisition ($0.5 million)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did FRP Holdings (FRPH) miss its Form 10-K deadline?

FRP missed the deadline to allow completion of consolidated financial statements and the auditor's year‑end audit. The company says additional audit work and finalization of disclosures require more time and it will use the 15‑day Rule 12b‑25 grace period.

When will FRP Holdings file the delayed 2025 Form 10-K?

The company expects to file within the fifteen‑day grace period provided by Rule 12b‑25. The notification states the Form 10‑K will be filed no later than the fifteenth calendar day following the prescribed due date.

How did FRP Holdings' net income change in 2025 versus 2024?

Full‑year net income is expected to decline to $3.3 million from $6.4 million in 2024. The filing attributes the $3.1 million decrease primarily to $2.5 million of acquisition‑related expenses for Altman Logistics.

What caused the fourth‑quarter 2025 earnings drop at FRP Holdings?

Q4 2025 net income is expected at $0.4 million versus $1.7 million a year earlier. Drivers include $0.5 million of Altman acquisition expenses, higher G&A for new hires, underperformance at Dock and Maren, and added depreciation at Chelsea.

Did FRP Holdings report any audit disagreements with auditors?

No — the company explicitly states the delay is not due to any disagreements with its independent auditors. The notification affirms there are no disputes over accounting principles, disclosure, or auditing scope or procedures.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 03/31/2026 - 05:01 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):     ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q     ☐ Form 10-D    ☐ Form N-CEN

☐ Form N-CSR

Commission File Number: 001-36769

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transaction Period Ended: __________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

FRP HOLDINGS, INC.

Full Name of Registrant

N/A

Former Name if Applicable

200 W. Forsyth Street, 7th Floor

Address of Principal Executive Office (Street and Number)

Jacksonville, Florida 32202

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒ (a)The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; (b)The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and (c)The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.

FRP Holdings, Inc. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) by the prescribed due date. The Company requires additional time to finalize its consolidated financial statements and related disclosures, and the auditor requires additional time to complete the audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2025. The Company anticipates that it will file its Form 10-K within the fifteen-day grace period provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended. This delay in filing is not the result of any disagreements with the Company’s independent auditors on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Registrant will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date.

PART IV — OTHER INFORMATION

(1)     Name and telephone number of person to contact in regard to this notification

Matthew McNulty

904

858-9100

(Name)

(Area Code)

(Telephone Number)

(2)     Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

☒ Yes ☐ No

(3)     Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

For the fourth quarter of 2025, the Company expects to report a $1.3M decrease in net income versus the fourth quarter of 2024 ($0.4 million vs $1.7 million) due to expenses related to the Altman Logistics platform acquisition ($0.5 million), increased general and administrative expenses due to the Altman new hires,

underperformance at Dock and Maren, industrial vacancies and added depreciation at Chelsea partially offset by higher mining royalties and improved results in Equity in Loss of Joint Ventures.

For the full year, the Company expects to report a $3.1M decrease in Net Income ($3.3 million vs $6.4 million) primarily due to $2.5 million of expenses related to acquiring the Altman Logistics platform.

FRP Holdings, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:			March 31, 2026			By:			/s/ Matthew McNulty
									Name: Matthew McNulty Title: Chief Financial Officer