FRP HOLDINGS, INC. SEC Filings

FRP Holdings reported a small net loss for Q1 2026 as higher costs and softer property performance offset growth in mining royalties. Net income attributable to the company was a loss of $687,000, or $(0.04) per share, versus income of $1.71 million, or $0.09 per share, in Q1 2025.

Total revenues rose 2.8% to $10.6 million, driven by a 14.9% increase in mining royalty and rent revenue to $3.72 million and new joint venture management fees, while lease revenue declined 5.1%. Pro rata NOI fell 5% to $8.9 million as multifamily and industrial NOI declined.

Multifamily pro rata NOI decreased 11.8% to $4.08 million with portfolio occupancy down to 92.1%, led by weaker Washington, D.C. assets. Industrial and Commercial NOI dropped 33.5% to $758,000, reflecting vacancies at the Chelsea Road warehouse. Mining royalty NOI increased 15.2% to $3.78 million with higher volumes and pricing. General and administrative expenses climbed 58.5% to $4.09 million, largely tied to integrating the Altman Logistics acquisition.

FRP Holdings, Inc. is soliciting proxies for its virtual 2026 Annual Meeting on May 12, 2026 to (i) elect nine director nominees, (ii) seek shareholder approval of the 2026 Equity Incentive Plan, and (iii) hold a non-binding advisory vote on executive compensation. The record date was March 16, 2026, with 19,171,625 shares outstanding as of that date. This filing is Amendment No. 1 to clarify that abstentions and broker non-votes are counted for quorum purposes but are not votes cast and therefore have no effect on the Proposals.

FRP Holdings, Inc. is asking shareholders to vote at its virtual annual meeting on May 12, 2026 at 11:00 a.m. Eastern. Owners of its common stock as of March 16, 2026, when 19,171,625 shares were outstanding, may participate and vote.

Shareholders are being asked to elect nine directors for one-year terms, approve a new 2026 Equity Incentive Plan authorizing up to 1,500,000 shares, and approve on an advisory basis the compensation of named executive officers. Directors and executive officers collectively hold about 24% of outstanding shares and intend to vote in favor of all three proposals.

FRP Holdings, Inc. reports modest revenue growth but sharply lower earnings for 2025 while advancing a long-term real estate expansion strategy. Revenues rose to $42.8 million from $41.8 million, but net income attributable to the company fell to $3.3 million from $6.4 million as operating profit declined and joint ventures generated losses.

The company operates four segments: industrial and commercial properties, mining royalty lands, development projects, and multifamily joint ventures. Mining royalties remained a key cash generator, with Vulcan Materials accounting for 26% of consolidated revenues and royalty revenue increasing despite lower aggregate volumes.

FRP expanded its industrial development platform by acquiring Altman Logistics Properties, gaining projects in Florida and New Jersey and increasing general and administrative, depreciation, and interest expenses. Management expects only marginal NOI growth and lower Funds From Operations in 2026 as vacancies are leased and major industrial projects in Florida move toward expected stabilization around 2028.

FRP Holdings, Inc. reported weaker earnings for the fourth quarter and full year 2025 as it absorbed costs from a strategic logistics platform acquisition and faced vacancies in its industrial portfolio. Fourth-quarter net income attributable to the company fell to $380,000 ($0.02 per share) from $1.68 million ($0.09 per share) a year earlier, even though total revenues rose 3.6% to $10.9 million. Pro rata net operating income (NOI) for the quarter inched up to $9.29 million from $9.10 million, showing underlying operating stability despite higher expenses.

For 2025, net income attributable to the company declined to $3.33 million ($0.18 per share) from $6.39 million ($0.34 per share), largely due to $2.5 million of expenses tied to acquiring the Altman Logistics platform and higher general and administrative costs. Lease revenue slipped modestly while mining royalty and rents grew 11.9% to $14.38 million, helping lift total revenues 2.6% to $42.85 million. Pro rata NOI for the year was broadly flat at $37.86 million, but management noted it would have increased about 3% after adjusting for a large, non-recurring royalty item in 2024.

The Altman Logistics acquisition is reshaping FRP’s development strategy. The company gained minority stakes in multiple institutional-grade warehouse projects and hired six Altman employees, expanding its in-house development capabilities in key Florida and Mid-Atlantic markets. Management highlighted roughly 400,000 square feet of current industrial vacancies, which it believes could add $3.0–$3.5 million in NOI at market rents with limited capital spending once leased. FRP also has three industrial assets totaling 762,085 square feet under development in Florida that are expected to contribute about $9 million of NOI to the company at stabilization, alongside several multifamily and industrial joint venture projects scheduled for substantial completion between 2026 and 2027.

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.

FRP Holdings director and 10% owner John D. Baker II reported an indirect open-market purchase of 478,468 shares of Common Stock at $20.90 per share. The shares are held by a trust for his benefit, where he serves as co-trustee and sole income beneficiary.

After this purchase, that trust holds 3,050,243 shares indirectly. Separate living trusts for Baker and his spouse hold 278,040 and 7,578 shares, respectively. Baker disclaims beneficial ownership of the trust-held shares except to the extent of his pecuniary interest.

FRP Holdings major shareholders led by John D. Baker II and Edward L. Baker II filed Amendment No. 3 to their Schedule 13D, reporting collective beneficial ownership of 3,717,481 common shares, or 19.4% of the outstanding stock.

The filing details several 2025–2026 transactions, including an award of 1,356 shares to John D. Baker II, open-market purchases of 6,608 and 8,363 shares through his living trust, and multiple gifts and trust distributions to family trusts. On March 23, 2026, the JDB Trust purchased 478,468 shares from CLB 1965, LLC, an affiliate of a family member, for approximately $10,000,000 using funds on hand.

The reporting persons state they currently hold the shares for investment purposes and, aside from general flexibility to buy or sell in the future, report no present plans for mergers, asset sales, board changes, or other major corporate actions at FRP Holdings.