UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-K

_________________


(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, ~~2024~~2025.


[_]			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-36769

_____________________

FRP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_____________________


FLORIDA						47-2449198
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

200 W. Forsyth St., 7th Floor, Jacksonville, FL						32202
(Address of principal executive offices)						(Zip Code)

(904) ~~396~~858-~~5733~~9100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Symbol

Name of each exchange on which registered

Common Stock, $.10 par value

FRPH

NASDAQ

Securities registered pursuant to Section 12(g) of the Act: None

_________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [_] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [_] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_]

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [_]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer [_]						Accelerated filer [_]

Non-accelerated filer [X]						Smaller reporting company [X]

						Emerging growth company [_]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [_]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. [_]

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). [_]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [_] No [X]

The number of shares of the registrant’s common stock outstanding as of ~~March~~April 1714, ~~2025~~2026 was 19,~~087~~169,~~334~~835. The aggregate market value of the shares of Common Stock held by non-affiliates of the registrant as of June 2830, ~~2024~~2025, the last day of business of our most recently completed second fiscal quarter, was $~~415~~390,~~362~~316,~~228~~985. Solely for purposes of this calculation, the registrant has assumed that all directors, officers and ten percent (10%) shareholders of the Company are affiliates of the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the FRP Holdings, Inc. ~~2024~~2025 Annual Report to Shareholders are incorporated by reference in Parts I and II.

Portions of the FRP Holdings, Inc. Proxy Statement which will be filed with the Securities and Exchange Commission not later than ~~March~~April 3130, ~~2025~~2026 are incorporated by reference in Part III.

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FRP HOLDINGS, INC.

FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2024~~2025

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	5
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	1113
Item 1C.	Cybersecurity	1213
Item 2.	Properties	1214
Item 3.	Legal Proceedings	1715
Item 4.	Mine Safety Disclosures	1715
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1816
Item 6.	[Reserved]	1816
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1917
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	1917
Item 8.	Financial Statements and Supplementary Data	1917
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1917
Item 9A.	Controls and Procedures	1917
Item 9B.	Other Information	2119
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	2119
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2220
Item 11.	Executive Compensation	2220
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2220
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2321
Item 14.	Principal Accounting Fees and Services	2321
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	2422
Item 16.	Form 10-K Summary	2422
Signatures		2523

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Preliminary Note Regarding Forward-Looking Statements.

Certain matters discussed in the report contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words or phrases “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions identify forward-looking statements. Such statements reflect management’s current views with respect to financial results related to future events and are based on assumptions and expectations that may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial or otherwise, may differ, perhaps materially, from the results discussed in the forward-looking statements. Risk factors discussed in Item 1A of this Form 10-K and other factors that might cause differences, some of which could be material, include, but are not limited to: the possibility that we may be unable to find appropriate investment opportunities; levels of construction activity in the markets served by our mining properties; demand for flexible warehouse/office facilities in ~~the~~our ~~MidAtlantic and Florida~~markets; multifamily demand in Washington D.C., and Greenville, South Carolina; our ability to obtain zoning and entitlements necessary for property development; the impact of lending and capital market conditions on our liquidity, our ability to finance projects or repay our debt; general real estate investment and development risks; risks arising from doing business through joint ventures; vacancies in our properties; risks associated with developing and managing properties in partnership with others; competition; our ability to renew leases or re-lease spaces as leases expire; illiquidity of real estate investments; bankruptcy or defaults of tenants; the impact of restrictions imposed by our credit facility; the level and volatility of interest rates; environmental liabilities; inflation risks; cyber security risks; the impact of tariffs on our industrial tenants and construction costs; as well as other risks listed from time to time in our SEC filings, including but not limited to, our annual and quarterly reports. We have no obligation to revise or update any forward-looking statements, other than as imposed by law, as a result of future events or new information. Readers are cautioned not to place undue reliance on such forward-looking statements. Additional information regarding these and other risk factors may be found in the Company’s other filings made from time to time with the Securities and Exchange Commission.

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PART I

Item 1. BUSINESS.

FRP Holdings, Inc., a Florida corporation (the “Company”) was incorporated on April 22, 2014 in connection with a corporate reorganization that preceded the Spin-off of Patriot Transportation Holding, Inc. The Company’s predecessor issuer was formed on July 20, 1988. The business of the Company is conducted through our wholly-owned subsidiaries FRP Development Corp., a Maryland corporation, and Florida Rock Properties, Inc., a Florida corporation, and the various subsidiaries and joint ventures of each.

Our Business. ~~The~~FRP ~~Company~~Holdings, Inc. is ~~a holding company~~ engaged in ~~various~~the real estate ~~businesses. Our~~ business, ~~segments~~namely ~~are:~~ (i) leasing and management of industrial and commercial properties (the “Industrial and Commercial Segment”), (ii) leasing and management of mining royalty land owned by the Company (the “Mining Royalty Lands Segment”), (iii) real property acquisition, entitlement, development and construction primarily for ~~multifamily~~apartment, retail, industrial, and ~~commercial~~office (the “Development Segment”), orand ~~residential~~(iv) ~~either~~management ~~alone~~of ormixed-use residential/retail properties owned through joint ventures (the “~~Development~~Multifamily Segment”),. ~~(iv)~~Our ~~ownership,~~investments ~~leasing~~in ~~and~~real ~~management~~estate ofpartnerships ~~apartment~~not ~~buildings~~wholly owned by FRP which are conducted through ~~joint~~limited ~~ventures~~liability ~~(the~~corporations (“~~Multifamily Segment~~LLC”) are also referred to as joint ventures.

The Industrial and Commercial Segment owns, leases and manages in-service commercial properties ~~wholly owned by the Company or through joint ventures~~. Currently this includes ~~eight~~ten warehouses in ~~two~~three business parks, an office building partially occupied by the Company, and two ground leases all wholly owned by the Company. This segment will also include joint ventures of commercial properties when they are stabilized.

Our Mining Royalty Lands Segment owns several properties totaling approximately 16,~~648~~640 acres currently under lease for mining rents or royalties ~~and~~(this andoes ~~additional~~not include the 4,280 acres ~~through~~owned in our Brooksville joint venture 50/50 with Vulcan Materials). Other than one location in Virginia, all of ~~our~~these ~~mining~~ properties are located in Florida and Georgia.

~~Our~~Through our Development Segment, ~~owns~~we own and are continuously ~~monitors~~assessing the highest and best use of several parcels of land that are in various stages of development. ~~The~~Our overall strategy ~~for~~in this segment is to convert all of our non-income producing ~~property~~lands into income~~-producing~~ ~~property~~production through (i) an orderly process of constructing new ~~apartment,~~buildings ~~retail,~~for ~~warehouse,~~us ~~and office buildings~~ to beown ~~operated~~and byoperate ~~the Company~~ or (ii) a sale to, or joint venture with, third parties. Additionally, our Development ~~Segment~~segment will acquire ~~land outright~~ or form joint ventures ~~for~~on new ~~developments~~land onfor ~~land~~development not previously owned by the Company. One of this segment's joint ventures, Camp Lake Venture IA, LLC is consolidated. On October 21, 2025, the Company completed the closing on its Purchase and Sales Agreement to acquire the business operations and development pipeline of Altman Logistics Properties, LLC, an operating platform of BBX Capital. Altman Logistics held minority interests in a portfolio of institutional-grade industrial assets under various stages of development (including the Company’s industrial developments in Lakeland and Broward County, FL) as well as a contract for the purchase of an industrial land parcel.

The Multifamily Segment includes joint ventures which own, lease and manage buildings that have met our initial lease-up criteria. Two Weof ~~intend~~our ~~to transfer additional~~ joint ventures ~~from~~in ~~our~~the ~~Development Segment into this~~ segment, asRiverfront ~~they~~Investment ~~reach~~Partners ~~stabilization.~~I, ~~Stabilization~~LLC ~~occurs~~(“Dock ~~when~~79”) aand ~~minimum~~Riverfront ~~occupancy~~Investment ~~threshold~~Partners ~~has~~II, ~~been~~LLC ~~achieved~~(“The ~~for~~Maren”) aare ~~certain period of time~~consolidated.

Competition. As a developer, we compete with numerous developers, owners and operators of real estate, many of whom own properties similar to ours in the same submarkets in which our properties are located. Price, location, rental space availability, flexibility of design and property management services are the major factors that affect competition.

Customers. In the Mining Royalty Lands Segment, we have a total of five tenants currently leasing our mining locations, one of which, ~~the~~ Vulcan Materials Company (“Vulcan” or “Vulcan Materials”), accounted for 2326% of the Company’s consolidated revenues in ~~2024~~2025. An event affecting Vulcan’s ability to perform under its lease agreements could materially impact the Company’s results.

Sales and Marketing. We use national brokerage firms to assist us in marketing our vacant properties. Our hands-on in-house management team focuses on tenant satisfaction during the life of the lease. We employ this tactic because of its positive impact on our tenant renewal success rate over the years.

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~~Financial~~Sales ~~Information~~and Marketing. ~~Financial~~We ~~information~~use isnational ~~discussed~~brokerage byfirms ~~industry~~to ~~segment~~assist us in ~~Note~~marketing 10our tovacant ~~the~~properties. ~~consolidated~~Our ~~financial~~hands-on ~~statements~~in-house ~~included~~management inteam focuses on tenant satisfaction during the ~~accompanying~~life ~~2024~~of ~~Annual~~the ~~Report~~lease. We toemploy ~~Shareholders,~~this ~~which~~tactic isbecause ~~incorporated~~of ~~herein~~its bypositive ~~reference~~impact on our tenant renewal success rate over the years.

Financial Information. Financial information is discussed by industry segment in Note 10 to the consolidated financial statements included in the accompanying 2025 Annual Report to Shareholders, which is incorporated herein by reference.

Environmental Matters. The Company incurs costs from time to time to investigate and remediate environmental contamination on its real estate, typically in connection with our Development Segment. The Company's mining leases contain provisions under which the lessee is responsible for environmental liabilities and reclamation of mining sites at least to the extent required by law.

Human Capital. The Company employed 1925 people aton December 31, ~~2024~~2025. Our small but dedicated workforce has extraordinarily low turnover, and excluding the 6 employees from the October 2025 business combination, the average tenure of our ~~employee~~employees is 1516.5 years. We are committed to an inclusive and diverse culture and do not tolerate any sort of discrimination. We maintain a whistleblower hotline allowing employees to report complaints on an anonymous basis.

Company Website. The Company’s website may be accessed at www.frpdev.com. All of our filings with the Securities and Exchange Commission are accessible through our website promptly after filing. This includes annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q, current reports filed or furnished on Form 8-K and all related amendments.

Item 1A. RISK FACTORS.

Our future results may be affected by a number of factors over which we have little or no control. The following issues, uncertainties, and risks, among others, should be considered in evaluating our business and outlook. Also, note that additional risks not currently identified or known to us could also negatively impact our business or financial results.

Risks Relating to our Business

ACurrent economic and market conditions, including, but not limited to, elevated interest rates, new and expanded tariffs, a decline in ~~the~~consumer ~~economic~~confidence and spending, inflationary conditions inthat ~~Baltimore~~have increased the costs of operating our businesses (including raw materials, products, labor, and ~~Washington~~freight), ~~D.C.~~widespread ~~markets~~supply chain disruptions, has and could continue to adversely ~~affect~~impact ~~our~~gross ~~business~~margins, operating margins, and the results of the Company’s operating businesses.

~~The~~Current ~~majority~~economic ofand ~~our~~market ~~stabilized~~conditions ~~properties~~ are ~~located~~highly inuncertain ~~the~~and ~~Baltimore~~volatile ~~area~~as ~~and~~a ~~Washington,~~result ~~D.C.~~of Wevarious ~~are~~factors, ~~therefore,~~including ~~subject~~elevated tointerest ~~increased~~rates, ~~exposure~~new toand ~~(positive~~expanded ortariffs, ~~negative)~~a ~~economic~~decline ~~factors~~in consumer confidence and ~~other~~spending, ~~competitive~~inflationary ~~factors~~conditions, ~~specific~~the tothreat ~~markets~~of ingovernment ~~confined~~shut ~~geographic~~downs, ~~areas.~~and ~~Our~~supply ~~operations~~chain ~~may~~disruptions, ~~also~~which behave ~~affected~~been ifexacerbated ~~too~~by ~~many~~the ~~competing~~Russian ~~properties~~invasion ~~are~~of ~~built~~Ukraine, the fighting in ~~these~~the ~~markets.~~Middle AnEast, ~~economic~~as ~~downturn~~well as piracy in ~~these~~shipping ~~markets~~lanes. ~~resulting~~We ~~from~~believe these factors ~~outside~~have ofcreated ~~our~~economic ~~control~~uncertainty ~~could~~which ~~adversely~~may negatively affect our ~~operation.~~operating ~~Such~~results aby, ~~downturn~~among ~~could~~other bethings: ~~triggered~~(i) byincreasing ~~such~~the ~~factors~~cost of raw materials and finished goods such as ~~the~~steel ~~downsizing~~and orlumber ~~relocation~~for ofour ~~government~~development ~~jobs~~projects, ~~crime~~increasing interest expense on variable rate debt and any new debt, ~~acts~~(ii) decreasing gross margins and investment returns due to increased costs of ~~terrorism,~~construction orand ~~natural~~maintenance, ~~disasters.~~(iii) Wereducing ~~cannot~~the beavailability ~~sure~~of ~~that~~debt ~~these~~and ~~markets~~equity ~~will~~capital ~~continue~~for tonew ~~grow~~real orestate ~~demand~~investments and the ~~type~~number of ~~assets~~real estate development projects meeting the Company’s investment criteria and (iv) increasing overall operating expenses due to increases in labor and service costs. These factors also may impact our ~~portfolio~~industrial tenants by increasing their borrowing costs, reducing consumer demand for certain imported products and increasing labor and service costs.

The Trump administration has created an initiative known as the Department of Governmental Efficiency focused on reducing government expenditures. The initiative is expected to lead to a reduction of a significant number of government jobs in the Washington, D.C. region; however, the potential impact of this initiative on the demand for our residential properties in the region cannot be determined at this time.

We conduct a significant portion of our operations through joint ventures, which may lead to disagreements with our joint venture partners and adversely affect our interests in the joint ventures.

We currently are a party to several joint ventures and we may enter into additional joint ventures in the future. In each of our existing joint ventures, the consent of our joint venture partner is required to take certain actions, and in some cases will share equal voting control. Our joint venture partners, as well as future partners, may have interests that are different from ours which may result in conflicting views as to the conduct of the joint ventures. In the event that we have a disagreement with a joint venture partner as to the resolution of a particular issue to come before the joint venture, or as to the conduct or management of the joint venture generally, we

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~~may~~The ~~not~~Company behas ~~able~~experienced tosignificant ~~resolve~~increases ~~such~~in ~~disagreement~~commodity inand ~~our~~labor ~~favor~~prices and insurance costs, and such aincreases ~~disagreement~~may ~~could~~be ~~have~~further aimpacted ~~material~~by ~~adverse~~the ~~effect~~implementation of additional tariffs on ~~our~~building materials sourced from international markets. In addition, higher interest inrates have increased the ~~joint~~cost ~~venture~~of orthe Company’s outstanding indebtedness and the costs of financing for new development projects. Higher rates have also had an adverse impact on the ~~business~~availability of financing, and the ~~joint~~anticipated ~~venture~~profitability of development projects, as capitalization rates related to multifamily apartment communities are generally impacted by interest rates. These factors may have an adverse impact on the Company’s operating results in future periods, particularly if higher development and construction costs continue and debt and equity financing is not available for new projects or is only available on less attractive terms.

Contracted labor is one of the primary components of our expenses. Several factors may adversely affect the labor force available to our contractors or increase their labor costs, including labor shortages, increased competition for qualified employees, and laws and regulations related to minimum wages, including the potential implementation of increases in the statutory minimum salary requirements for employees who are not required to be paid overtime compensation. A sustained labor shortage or increased turnover rates, whether caused by wage inflation or general economic conditions, natural disasters or other factors, could lead to increased costs for future development projects, which could in turn negatively affect our operations or adversely impact our business and results.

In addition, electricity prices have been increasing and are expected to continue to increase due to the rapid expansion of data centers for artificial intelligence.

Investments by the Company in real estate developments directly or through joint ventures expose it to market and economic risks inherent in the real estate construction and development industry.

The real estate construction and development industry is highly competitive and subject to numerous risks which may be beyond management’s control. The success of the Company’s investments in real estate developments is dependent on many factors, including:

•Changes in capitalization rates impacting real estate values;

•Availability and reasonable pricing of labor;

•Availability and reasonable pricing of construction materials, such as steel, lumber, framing, concrete and other building materials, including increases associated with tariffs and supply chain disruptions;

•Changes in laws and regulations for new construction and land entitlements, including environmental and zoning laws and regulations;

•Natural disasters and severe weather conditions increasing costs, delaying construction, causing uninsured losses or reducing demand;

•Availability and cost of insurance;

•Availability of land in desirable locations at prices that result in an economically viable project;

•Delays and costs associated with obtaining permits, approvals or licenses necessary to develop property;

•Availability of property for development at attractive prices;

•Availability and cost of financing;

•Risk of losses resulting from cost overrun guarantees in joint venture projects sponsored by the Company or the failure of such properties to achieve profitability or a profitable exit; and

•Real estate market values and general economic conditions.

Any of these factors could give rise to delays in the start or completion of a project, increase the cost of developing a project, or result in reduced prices and values and significant losses.

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A decline in the economic conditions in our core markets could adversely affect our business.

The majority of our stabilized properties are located in the Baltimore area, Washington, D.C., and Greenville, South Carolina. We are, therefore, subject to increased exposure to (positive or negative) economic factors and other competitive factors specific to markets in confined geographic areas. Our operations may also be affected if too many competing properties are built in these markets. An economic downturn in these markets resulting from factors outside of our control could adversely affect our operation. Such a downturn could be triggered by such factors as the downsizing or relocation of government jobs, crime, acts of terrorism, or natural disasters. We cannot be sure that these markets will continue to grow or demand the type of assets in our portfolio.

We conduct a significant portion of our operations through joint ventures, which may lead to disagreements with our joint venture partners and adversely affect our interests in the joint ventures, may expose us to liability under completion guarantees and impose development management responsibilities on us in certain joint ventures in which we are a minority partner.

Moreover, in certain cases the Company is exposed to potential liability under repayment, construction completion and cost overrun guarantees made by the Company. Also, with our recent acquisition of Altman Logistics, we have assumed development management responsibilities for management projects in which we have a minority interest, which may create additional risks if we fail to perform to the satisfaction of our joint venture partners.

Our business may be adversely affected by seasonal factors and harsh weather conditions.

The Mining Royalty Lands Segment and the Development Segment could be adversely affected by reduced construction and mining activity during periods of inclement weather. These factors could cause our operating results to fluctuate from quarter to quarter. An occurrence of unusually harsh or long-lasting inclement weather such as hurricanes, tornadoes, excessive rainfall, and heavy snowfalls could have an adverse effect on our operations and profitability.

Our business could be negatively impacted by cyberattacks targeting our computer and telecommunications systems and infrastructure, or targeting those of our third-party service providers.

Our business, like other companies in our industry, has become increasingly dependent on digital technologies, including technologies that are managed by third-party service providers on whom we rely to help us collect, host or process information. Such technologies are integrated into our business operations. Use of the internet and other public networks for communications, services, and storage, including "cloud" computing, exposes all users (including our business) to cybersecurity risks.

While we and our third-party service providers commit resources to the design, implementation, and monitoring of our information systems, there is no guarantee that our security measures will provide absolute security. Despite these security measures, we may not be able to anticipate, detect, or prevent cyberattacks, particularly because the methodologies used by attackers change frequently or may not be recognized until launched, and because attackers are increasingly using techniques designed to circumvent controls and avoid detection. We and our third-party service providers may therefore be vulnerable to security events that are beyond our control, and we may be the target of cyber-attacks, as well as physical attacks, which could result in information security breaches and significant disruption to our business.

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because the methodologies used by attackers change frequently or may not be recognized until launched, and because attackers are increasingly using techniques designed to circumvent controls and avoid detection. We and our third-party service providers may therefore be vulnerable to security events that are beyond our control, and we may be the target of cyber-attacks, as well as physical attacks, which could result in information security breaches and significant disruption to our business.

Our revenues depend in part on construction sector activity, which tends to be cyclical.

Our Mining Royalty Lands Segment revenues are derived from royalties on construction aggregates mined on our properties. Thus, our results depend in part on residential, commercial and infrastructure construction activity and spending levels. The construction industry in our markets tends to be cyclical. Construction activity and spending levels vary across our markets and are influenced by interest rates, inflation, consumer spending habits, demographic shifts, environmental laws and regulations, employment levels and the availability of funds for public infrastructure projects. Economic downturns may lead to recessions in the construction industry, either in individual markets or nationally.

Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.

Liability for environmental contamination on real property owned by the Company may include the following costs, without limitation: investigation and feasibility study costs, remediation costs, litigation costs, oversight costs, monitoring costs, institutional control costs, penalties from state and federal agencies and third-party claims. These costs could be substantial and in extreme cases could exceed the value of the contaminated property. Moreover, on-site operations may be suspended until certain environmental contamination is remediated and/or permits are received, and governmental agencies can impose permanent restrictions on the manner in which a property may be used depending on the extent and nature of the contamination. This may result in a breach of the terms of the lease entered into with our tenants. Governmental agencies also may create liens on contaminated sites for damages it incurred to address such contamination. In addition, the presence of hazardous substances at, on, under or from a property may adversely affect our ability to sell the property or borrow funds using the property as collateral, thus harming our financial condition.

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The presence of contaminated material at our Riverfront on the Anacostia development site will subject us to substantial environmental liability and costs as construction proceeds.

With respect to Phases III and IV of the Riverfront on the Anacostia site in Washington, D.C., preliminary environmental testing has indicated the presence of contaminated material that will have to be specially handled in excavation in conjunction with construction. We have recovered partial reimbursement for these costs from neighboring property owners reducing our basis in the property. The Company has no obligation to remediate this contamination on Phases III and IV of the development until such time as it makes a commitment to commence construction on each phase. Upon development the remediation costs will be capitalized.

The geographic concentration of our properties makes our business more vulnerable to severe weather conditions, natural disasters and climate change.

Climate change presents an array of risks to real estate companies due to sea level rise, flooding, extreme weather, ~~stronger~~changing ~~storms~~weather patterns and ocean currents, stronger storms, human migration, and supply chain disruptions. A significant number of our properties are located in areas that are susceptible to hurricanes, tropical storms, flooding, sea level rise and other natural disasters. We have accounted for the risk of flooding and sea level rise in the design of our Riverfront on the Anacostia development. Future developments, including potential “second life” uses of our mining properties, could be impacted by these factors and the impacts that they have on human behavior. Weather conditions could disrupt the business of our tenants, which may affect the ability of some tenants to pay rent and/or their willingness to remain in or move to affected areas. [Additionally, the cost of insurance associated with our properties has increased, and future weather conditions may cause premiums to increase in the future.]

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Uninsured losses could significantly reduce our earnings.

We self-insure for claims exposure outside of our coverage ~~resulting~~ from property damage, workers’ compensation, auto liability, general liability and employees’ health insurance. We also are responsible for our legal expenses relating to such claims. We maintain insurance above the amounts for which we self-insure with licensed insurance carriers. Although we believe the aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that one or more claims could exceed our aggregate coverage limits. Additionally, there are certain losses, such as losses from hurricanes, terrorism, wars or earthquakes, where insurance is limited or not economically justifiable. If the Company experiences an uninsured loss of real property, we could lose both the invested capital and anticipated revenues associated with such property. We accrue currently for estimated incurred losses and expenses and periodically evaluate and adjust our claims’ accrued liability to reflect our experience. However, ultimate results may differ from our estimates, which could result in losses greater than accrued amounts.

We may be unable to renew leases or re-lease properties as leases expire.

When a lease expires, a tenant may elect not to renew it. If that occurs, we may not be able to lease the property on similar terms. The terms of renewal or re-lease (including the cost of required renovations and concessions to tenants) may be less favorable than the prior lease. If we are unable to lease all or substantially all of our properties, or if the rental rates upon such re-leasing are significantly lower than expected rates, our cash generated may be adversely affected.

We may be unable to lease currently vacant properties.

If we are unable to obtain leases sufficient to cover carrying costs, then our cash flows may be adversely affected.

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The bankruptcy or insolvency of significant tenants with long-term leases may adversely affect income produced by our properties.

Should tenants default on their obligations, our cash flow would be adversely affected, and we may not be able to find another tenant to occupy the space under similar terms or may have to make expenditures to retrofit or divide the space. Additionally, we may have to incur a non-cash expense for a significant amount of deferred rent revenue generated from the accounting requirement to straight-line rental revenues. The bankruptcy or insolvency of a major tenant may also adversely affect the income produced by a property. If any of our tenants become a debtor in a case under the U.S. Bankruptcy Code, we cannot evict that tenant solely because of its bankruptcy. The bankruptcy court may authorize the tenant to reject and terminate its lease with the Company. Our claim against such a tenant for unpaid future rent would be subject to a statutory limitation that may be substantially less than the remaining rent actually owed to us under the tenant’s lease. Any shortfall in rent payments could adversely affect our cash flow.

Our inability to obtain necessary approvals for property development could adversely affect our profitability.

We may be unable to obtain, or incur delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations, which could result in increased costs or abandonment of certain projects. Before we can develop a property, we must obtain a variety of approvals from local and state governments with respect to such matters as zoning, density, parking, subdivision, site planning and environmental issues. Legislation could impose moratoriums on new real estate development or land-use conversions from mining to development. These factors may reduce our profit or growth and may limit the value of these properties.

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Real estate investments are not as liquid as other types of assets.

The illiquid nature of real estate investments may limit our ability to react promptly to changes in economic or other conditions. In addition, significant expenditures associated with real estate investments, such as mortgage payments, real estate taxes and maintenance costs, are generally not reduced when circumstances cause a reduction in income from the investments. Thus, the illiquid nature of our real estate investments could adversely affect our profitability under certain economic conditions.

Our debt service obligations may have adverse consequences on our business operations.

We use debt to finance our operations, including acquisitions of properties. As of December 31, ~~2024~~2025, we had outstanding ~~non-recourse~~consolidated ~~mortgage~~ indebtedness of $~~180~~193,~~070~~958,000, secured by developed real estate properties having a carrying value of $~~239~~276,~~436~~460,000. Our use of debt may have adverse consequences, including the following:

•Our cash flows from operations may not be sufficient to meet required payments of principal and interest.

•We may be forced to dispose of one or more of our properties, possibly on disadvantageous terms, to make payments on our debt.

•We may default on our debt obligations, and the lenders may foreclose on our properties that collateralize those loans.

•A foreclosure on one of our properties could create taxable income without any accompanying cash proceeds to pay the tax.

•We may not be able to refinance or extend our existing debt.

•The terms of any refinancing or extension may not be as favorable as the terms of our existing debt.

•We may not be able to issue debt on unencumbered properties under reasonable terms to finance growth of our portfolio of properties.

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•We may be subject to a significant increase in the variable interest rates on our unsecured and secured lines of credit, which could adversely impact our operations.

•Our debt agreements have yield maintenance requirements that result in a penalty if we prepay loans.

Our uncollateralized revolving credit agreement restricts our ability to engage in some business activities.

Our uncollateralized revolving credit agreement contains customary negative covenants and other financial and operating covenants that, among other things:

•limits our ability to incur certain additional indebtedness;

•limits our ability to make certain investments;

•limits our ability to merge with another company;

•limits our ability to pay dividends;

•requires us to maintain financial coverage ratios; and

•limits our ability to encumber certain assets except as approved by the lenders.

We face competition from numerous sources.

As a developer of apartments, retail, flexible warehouse and office space, we compete with numerous developers, owners and operators of real estate, many of whom own properties similar to ours in the same submarkets in which our properties are located. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose potential tenants and we may be pressured to reduce our rental rates to an amount lower than we currently charge in order to retain tenants when our tenants’ leases expire. As a result, our financial condition, results of operations, cash flow and ability to satisfy our debt service obligations could be materially adversely affected.

~~Construction costs may be higher than anticipated.~~11

~~Our~~Table ~~long-term business plan includes a number~~ of construction projects. The construction costs of these projects may exceed original estimates and possibly make the completion of a property uneconomical. The imposition of tariffs on foreign building materials such as lumber, building material commodity shortages, supply chain disruptions, construction delays or stoppages or rapidly escalating construction costs may out-pace market rents, which would adversely affect our profits. The market environment may not allow us to raise rents to cover these higher costs.contents

Unexpected events, such as public health issues, natural disasters, geopolitical conflicts, civil unrest, severe weather and terrorist activities, may disrupt the Company’s operations and increase our costs.

The occurrence of one or more unexpected events, including public health issues, tsunamis, hurricanes, earthquakes, floods and other forms of severe weather or civil unrest, geopolitical conflicts (including the conflict between Ukraine and Russia as well as the conflict in the Middle East) and/or terrorist activities in countries or regions in which our customers, assets, suppliers or our operating businesses are located could adversely affect our operations and financial performance.

Risks Relating to our Common Stock

Certain shareholders have effective control of a significant percentage of FRP's common stock and would have significant influence on the outcome of any shareholder vote.

As of December 31, ~~2024~~2025, our Executive Chairman, John D. Baker II beneficially owned approximately 1716.59% of the outstanding shares of our common stock (7781% of which are held in trusts under which voting power is shared with other family members) and members of his family who are (i) officers or directors of the Company, (ii) required to report their beneficial ownership on Schedule 13D or Schedule 13G, or (iii) are members of his immediate family beneficially own, collectively, an additional 1718.82% of the outstanding shares of our common stock. As a result, these individuals effectively may have the ability to direct the election of all members of our board of directors and to exercise a controlling influence over its business and affairs, including any determinations with respect to mergers or other business combinations involving the Company, its acquisition or disposition of assets, its borrowing of monies, its issuance of any additional securities, its repurchase of common stock and its payment of dividends.

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Provisions in our articles of incorporation and bylaws and certain provisions of Florida law could delay or prevent a change in control of FRP.

The existence of some provisions of our articles of incorporation and bylaws and Florida law could discourage, delay or prevent a change in control of FRP that a shareholder may consider favorable. These include provisions:

•providing that directors may be removed by our shareholders only for cause;

•authorizing a large number of shares of stock that are not yet issued, which would allow FRP’s board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of its management, or which could be used to dilute the stock ownership of persons seeking to obtain control of FRP;

•requiring the written demand of 50% of all votes entitled to be cast on a particular issue in order for shareholders to call a special meeting;

•prohibiting shareholders from taking action by written consent; and

•imposing advance notice requirements for nominations of candidates for election to our board of directors at the annual shareholder meetings.

These provisions apply even if a takeover offer may be considered beneficial by some shareholders.

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FRP may issue preferred stock with terms that could dilute the voting power or reduce the value of our common stock.

Our articles of incorporation authorize us to issue, without the approval of our shareholders, one or more classes or series of preferred stock having such designations, powers, preferences and relative, participating, optional and other rights, and such qualifications, limitations or restrictions as our board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of FRP's common stock. For example, FRP could grant holders of preferred stock the right to elect some number of its directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or dividend, distribution or liquidation preferences FRP could assign to holders of preferred stock could affect the residual value of the common stock.

Institutional investor focus on environmental, social and governance issues may impact our stock price.

Many large institutional investors focus on sustainability in managing investment risks, portfolio design and dealing with companies in which they invest. This focus extends to climate change and the plan for transitioning to a net-zero economy, diversity and inclusion and other human resource matters, and social and governance issues and corporate social responsibility. Many of these issues lie at the heart of what the Company considers to be best practices, but a failure to adequately demonstrate our commitment to them might dissuade institutional investors from holding our stock, which would result in downward pressure on our stock price.

The Company’s Bylaws contain an exclusive forum provision, which could impair the ability of shareholders to obtain a favorable judicial forum for certain disputes with the Company or its directors, officers or other employees and be cost-prohibitive to shareholders.

The Company’s Bylaws contain an exclusive forum provision which provides that, unless its Board of Directors consents to the selection of an alternative forum, the Circuit Court located in Duval County, Florida or the federal district court for the Middle District of Florida will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the corporation to the corporation or the corporation’s shareholders, (iii) any action asserting a claim against the corporation or any director or officer or other employee of the corporation arising pursuant to any provision of the Florida Business Corporation Act or the corporation’s articles of incorporation or bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine. Notwithstanding the foregoing, shareholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. The exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors, officers or other employees or be cost-prohibitive to shareholders, which may discourage such lawsuits against the Company or its directors, officers and other employees. However, there is uncertainty regarding whether a court would enforce the exclusive forum provision. If a court were to find the exclusive forum provision to be inapplicable or unenforceable in an action, the Company may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect the Company’s financial condition and operating results.

Item 1B. UNRESOLVED STAFF COMMENTS.

None.

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Item 1C. CYBERSECURITY.

We have processes in place for assessing, identifying, and managing material risks from cybersecurity threats which could result in information security breaches and significant disruption to our business. We have a multi-layer security approach including specialized hardware/software, access protocols, third-party assessments, and regular training. Our servers are hosted by a third-party that provides Service Organization Control (SOC) Type 1 and 2 reports annually with monthly bridge letters and hosts a separate disaster recovery site. Our Firewall, Virtual Private Network, Multifactor Authentication, Email Gateway, Antivirus software, file storage protection software, and other software applications help mitigate cybersecurity risks. Our IT Steering committee reviews our access protocols and systems biannually. Our third-party internal auditing firm provided an assessment of our system design and performed testing. Our IT consultant participates in our weekly operations meetings, requires cybersecurity training, and monitors the results of test phishing and credential harvesting emails.

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1 and 2 reports annually with monthly bridge letters and hosts a separate disaster recovery site. Our Firewall, Virtual Private Network, Multifactor Authentication, Email Gateway, Antivirus software, file storage protection software, and other software applications help mitigate cybersecurity risks. Our IT Steering committee reviews our access protocols and systems biannually. Our third-party internal auditing firm provided an assessment of our system design and performed testing. Our IT consultant participates in our weekly operations meetings, requires cybersecurity training, and monitors the results of test phishing and credential harvesting emails.

Our board of directors has oversight of our strategic and business risk management and has delegated cybersecurity risk management oversight to the Audit Committee of our board of directors. Our Audit Committee is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks to which the company is exposed and to implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents.

Management is responsible for identifying, assessing, and managing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures, maintaining our business continuity plans, IT security policies and procedures, and providing regular reports to our board of directors, including through the Audit Committee. Our IT consultant monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents through a variety of software tools, and regularly reports to management.

In ~~2024~~2025, we did not identify any cybersecurity events that have materially affected or are reasonably likely to materially affect our business, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents. For additional information about these risks, see Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K.

Item 2. PROPERTIES.

~~The~~Information ~~Company~~required ~~owns (predominately~~ in ~~fee~~response ~~simple~~to ~~but~~Item ~~also~~2 ~~through~~is ~~ownership~~included ofunder ~~interests~~the incaption ~~joint~~"Operating ~~ventures)~~Properties" ~~approximately~~on ~~21,500~~pages ~~acres~~3 ofthrough ~~land~~6 ~~in Florida, Georgia, Maryland, Virginia, South Carolina, and the District~~ of ~~Columbia. This land is held by~~ the Company’s in2025 ~~four~~Annual ~~distinct~~Report ~~segments: (i) Industrial and Commercial Segment (land owned and operated as income producing rental properties), (ii) Mining Royalty Lands Segment (land owned and leased~~ to ~~mining companies for royalties or rents)~~Shareholders, ~~(iii) Development Segment (land owned~~ and ~~held~~such ~~for~~information ~~investment~~is toincorporated beherein ~~further~~by ~~developed for future income production or sales to third parties), and (iv) Multifamily Segment (ownership, leasing and management of apartment buildings through joint ventures)~~reference.

~~Industrial~~Mining ~~and~~Royalty ~~Commercial~~Lands ~~Segment~~Additional Information. ~~As of December 31, 2024, the Industrial and Commercial Segment includes nine buildings at four commercial properties owned by the Company in fee simple as follows:~~

1)34 Loveton Circle in suburban Baltimore County, MD consists of one office building totaling 33,708 square feet which is 90.8% occupied (16% of the space is occupied by the Company for use as our Baltimore headquarters). The property is subject to commercial leases with various tenants.

2)155 E. 21st Street in Duval County, FL was an office building property that remains under lease through March 2026. We permitted the tenant to demolish all structures on the property during 2018.

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3)Cranberry Run Business Park in Harford County, MD consists of five industrial buildings totaling 267,737 square feet which are 92.1% leased and occupied. The property is subject to commercial leases with various tenants.

4)Hollander 95 Business Park in Baltimore City, MD consists of three industrial buildings totaling 247,340 square feet that are 100.0% leased and 100.0% occupied

Mining Royalty Lands Segment.

Introduction.

Pursuant to amendments to Regulation S-K of the Securities Act of 1933 (“Regulation S-K”) adopted by the Securities and Exchange Commission in 2018, effective for fiscal years beginning on or after January 1, 2021, registrants with material mining operations must disclose certain information in their Securities and Exchange Act filings concerning mineral resources and mineral reserves, in accordance with to Subpart 1300 of Regulation S-K. This section of Item 2 provides summary information about our overall portfolio of mining royalty properties.

Our mining leases do not require tenants to furnish technical report summaries that meet the requirements of Rule 1302, and the Company does not otherwise have access to the technical data required to determine precise amounts of each class of mineral resource or probable or proven resources. In accordance with Rule 1303(a)(3), the Company is providing all required information in its possession or which it can obtain without incurring an unreasonable burden or expense.

The Company periodically engages consultants to examine remaining sand and stone deposit estimates and geological studies conducted by tenants and their industry professionals.

13 Locations. The following map presents the locations of the Company’s mining properties, which are discussed as our Mining Royalty Lands segment (as reported in the Company’s financial statements) below:

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Locations. The following map presents the locations of the Company’s mining properties, which are discussed as a segment (as reported in the Company’s financial statements) below:

Mining Properties. The Company owns a fee simple interest in 14 open pit aggregates quarries located in Florida, Georgia and Virginia, which comprise approximately 16,648 total acres. The Company’s quarries are subject to mining leases with Vulcan Materials, Martin Marietta, Cemex, Argos, and The Concrete Company. Aggregates consist of crushed stone, sand, gravel, fill dirt, limestone and calcium and are used primarily in construction applications.

Nine of the Company’s quarries (located in Grandin, FL, Fort Myers, FL, Keuka, FL, Newberry, FL, Astatula, FL, Columbus, GA, Macon, GA, Tyrone, GA, and Manassas, VA; totaling 13,870 acres) are currently being mined, and five of the Company’s quarries (located in Marion County, FL, Lake Louisa, FL, Astatula, FL, Lake Sand, FL and Forest Park, GA; totaling 2,778 acres) are leased but are not currently being mined. Our typical mining lease requires the tenant to pay the Company a royalty based on the number of tons of mined materials sold from our mining property during a given fiscal year multiplied by a percentage of the average annual sales price per ton sold. In certain locations, typically where the sand and stone deposits on the property have been depleted but the tenant still has a need for the leased land, we collect a minimum annual rental amount. In the fiscal years ended December 31, 2024, 2023 and 2022, aggregate tons sold with respect to the Company’s mining properties were approximately 9,351,000, 9,569,000 and 9,525,000, respectively.

Brooksville Joint Venture. Additionally, through a joint venture with Vulcan Materials, the Company owns a 50% interest in 4,280 acres of mixed-use property in Brooksville, Florida, a portion of which comprises a ground calcium mine that is mined by Vulcan Materials. The Company entered into the joint venture in 2006 for the purpose of jointly owning and developing the land as a mixed-use community. In April 2011, the Florida

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Department of Community Affairs issued its final order approving the development of the project consisting of 5,800 residential dwelling units and over 600,000 square feet of commercial and 850,000 square feet of light industrial uses. Zoning for the project was approved by the County in August 2012. Vulcan Materials still mines on the property and the Company receives 100% of the royalty on all tons sold at the Brooksville property. In the fiscal years ended December 31, 2024, 2023, and 2022, aggregate tons sold were approximately 203,000, 239,000 and 228,000, respectively.

Other Properties. The Company also owns an additional 36 acres of investment property in Brooksville, Florida.

Development Segment – Industrial and Commercial Land.

At December 31, 2024, this segment owned the following future development parcels:

1)54 acres of land that will be capable of supporting 635,000 square feet of industrial product located at 1001 Old Philadelphia Road in Aberdeen, MD (Crouse land adjacent to Cranberry Business Park).

2)17 acres of land in Harford County, MD with a 258,000 square foot speculative warehouse project on Chelsea Road under construction due to be complete in the second quarter of 2025.

3)170 acres of land located at 765 Mechanics Valley Road in Cecil County, MD that can accommodate 900,000 square feet of industrial development.

Development Segment – Land Held for Development or Sale.

At December 31, 2024, this segment was invested in the following development parcels:

1)Riverfront on the Anacostia: The Riverfront on the Anacostia property is a 5.8-acre parcel of real estate in Washington, D.C. that fronts the Anacostia River and is adjacent to the Washington Nationals Baseball Park. A revised Planned Unit Development (PUD) plan was approved in 2012 and permitted the Company to develop, in four phases, a four-building, mixed-use project, containing approximately 1,161,050 square feet. The approved development includes numerous publicly accessible open spaces and a waterfront esplanade along the Anacostia River. The first phase (now known as Dock 79), was completed through a joint venture with MRP Realty (MRP), and consisted of a single building with residential and retail uses. Upon stabilization in July 2017, this building was the first in our fourth business segment now known as the Multifamily Segment. The second phase (The Maren), also completed through a joint venture with MRP, consists of a single building with residential and retail uses, and was added to the Multifamily Segment effective March 31, 2021. The final two phases, Phase 3 and Phase 4 remain under a first-stage PUD approval expiring April 5, 2025, permitting 599,545 square feet of hotel and office development with first floor retail. FRP is in the process of modifying, amending, and extending the existing PUD to allow for residential development with first floor retail.

2)Hampstead Trade Center: The Hampstead Trade Center property in Carroll County, MD is a 118-acre parcel located adjacent to the State Route 30 bypass. The parcel was previously zoned for industrial use, but our request for rezoning for residential use was approved in December 2018. Management believes this to be a higher and better use of the property. We are fully engaged in the formal process of seeking PUD entitlements for this tract, which is now known as “Hampstead Overlook”.

3)Square 664E: The Company’s Square 664E property is approximately two acres situated on the Anacostia River at the base of South Capitol Street less than half a mile down river from our Riverfront on the Anacostia property and adjacent to our Verge project. This property is currently under lease to Vulcan Materials for use as a concrete batch plant through 2026. In March 2017, reconstruction of the bulkhead was completed at a cost of $4.2 million in anticipation of future high-rise development.

4)Windlass Run: In March 2016, the Company entered into an agreement with St. Johns Properties Inc., a Baltimore development company, to jointly develop the remaining lands of our Windlass Run Business

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Park, located in Middle River, MD, into a multi-building business park consisting of approximately 329,000 square feet of single-story office and retail space. The project will take place in several phases. Construction of the first phase, which includes two office buildings and two retail buildings totaling 100,030-square-feet (inclusive of 27,950 retail), commenced in the fourth quarter of 2017 and was completed in January 2019. At December 31, 2024 Phase I was 78.6% leased and occupied, the subsequent phases will follow as each phase is stabilized. In 2024, the partnership agreed to spend up to $1.0 million dollars to amend and modify 218,620 square feet of office and retail development for 153 for rent residential units, up to four (4) one-acre retail lots for ground lease opportunities, and maintain the flexibility to construct a single-story office building totaling 21,760 square feet.

5)Estero: In August 2022, the Company invested $3.6 million for a minority interest in a joint venture with Woodfield Development to purchase and develop 46 acres in Estero, FL into a mixed-use project with 596 multifamily units, 60,000 square feet of commercial space, 20,000 square feet of office space and a boutique 170-key hotel. While the joint venture attempts to rezone the property, the Company will receive a preferred return of 8% with an option to roll its investment into equity in the vertical development or exit at that point. Vertical construction is expected to commence in 2025.

6)Buzzard Point: In November 2022, the Company entered into a contribution agreement with MRP and Steuart Investment Company (SIC) regarding potential development of an estimated 1,200 multifamily units in four phases on land owned by SIC. The Company entered into a separate agreement with MRP to perform pre-development obligations for the contribution agreement. The Company owns 50% of the partnership with MRP.

7)Woven: In August 2023, the Company entered into an agreement with Woodfield Development for the acquisition and development of a mixed-use project known as “Woven” in Greenville, SC, to consist of an estimated 214 multifamily units and 10,000 square feet of retail space. The joint venture is in the pre-development and pre-closing phase in pursuit of vertical construction closing conditions. The Company owns 50% at this time with final ownership to be determined based upon contributions by the partners, land contributors, and other investors. Vertical construction is expected to commence in 2025.

8)Altman: We entered into two new joint venture agreements in early 2024 with Altman Logistics Properties (formerly doing business as BBX Logistics). The first joint venture is a 200,000 square-foot warehouse development project in Lakeland, FL, and the second joint venture is a 182,000 square-foot warehouse redevelopment project in Broward County, FL. We anticipate construction to start on both projects in the second quarter of 2025.

Multifamily Segment.

At December 31, 2024, this segment was invested in the following stabilized multifamily joint ventures:

1)Dock 79: Dock 79 (Phase I of the Riverfront on the Anacostia development) is a 305-unit residential apartment building with approximately 14,430 square feet of first floor retail space. The property is situated on approximately 2.1 acres of land located on Potomac Avenue in Washington, DC, across the street from the Nationals Park.

2)The Maren: The Maren (Phase II of the Riverfront on the Anacostia development) is a 264-unit residential apartment building with 6,811 square feet of retail space located on Potomac Avenue in Washington, DC, across the street from the Nationals Park

3)Riverside: Riverside Joint Venture in Greenville, SC is a joint venture with Woodfield Development which includes a 200-unit residential apartment building. The property is located in an Opportunity Zone, which provides tax benefits in the new communities development program as established by Congress in the Tax Cuts and Jobs Act of 2017.

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4)Bryant Street: On December 24, 2018 the Company and MRP Realty formed four partnerships to purchase and develop approximately five acres of land at 500 Rhode Island Ave NE, Washington, D.C. The property is located in an Opportunity Zone, which provides tax benefits in the new communities development program as established by Congress in the Tax Cuts and Jobs Act of 2017. Construction was completed in 2021 on this mixed-use development consisting of 487 residential units and 91,520 square feet of first floor and stand-alone retail space.

5)408 Jackson: In December 2019, the Company entered into a joint venture with Woodfield Development for the acquisition and development of a mixed-use project known as “.408 Jackson” in Greenville, SC. Woodfield specializes in Class-A multifamily, mixed-use developments primarily in the Carolinas and DC. The project is located in an Opportunity Zone across the street from Greenville’s minor league baseball stadium and consists of 227 multifamily units and 4,539 square feet of retail space.

6)The Verge: On December 20, 2019 the Company and MRP formed a joint venture to acquire and develop a mixed-use project located in an Opportunity Zone at 1800 Half Street, Washington, D.C. This property is located in the Buzzard Point area of Washington, DC, less than half a mile downriver from Dock 79 and The Maren. It lies directly between Audi Field, the home stadium of the DC United and our two acres (664E) on the Anacostia river currently under lease by Vulcan. The eleven-story structure has 344 apartments and 8,536 square feet of ground floor retail and is located in an Opportunity Zone.

Item 3. LEGAL PROCEEDINGS.

None.

Item 4. MINE SAFETY DISCLOSURES.

None.

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PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

There were approximately ~~286~~193 holders of record of FRP Holdings, Inc. common stock, $.10 par value, as of December 31, ~~2024~~2025. A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares are held by banks, brokers and other financial institutions. The Company's common stock is traded on the Nasdaq Stock Market (Symbol FRPH).

Price Range of Common Stock. Information concerning stock prices is included under the caption "Quarterly Results" on page 9 of the Company's ~~2024~~2025 Annual Report to Shareholders, and such information is incorporated herein by reference.

Dividends. The Company has not paid a cash dividend in the past and it is the present policy of the Board of Directors not to pay a cash dividend. Information concerning restrictions on the payment of cash dividends is included in Note 4 to the consolidated financial statements included in the accompanying ~~2024~~2025 Annual Report to Shareholders, and such information is incorporated herein by reference.

Securities Authorized for Issuance Under Equity Compensation Plans. Information regarding securities authorized for issuance under equity compensation plans is included in Item 12 of Part III of this Annual Report on Form 10-K, and such information is incorporated herein by reference.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Period	TotalNumber ofSharesPurchased	AveragePrice Paidper Share		TotalNumber ofSharesPurchasedAs Part ofPubliclyAnnouncedPlans orPrograms	ApproximateDollar Value ofShares that MayYet Be PurchasedUnder the Plansor Programs (1)
October 1 through October 31	—	$	—	—	$	7,363,000
November 1 through November 30	—	$	—	—	$	7,363,000
December 1 through December 31	—20,281	$	—22.89	—20,281	$	76,~~363~~899,000
Total	—20,281	$	—22.89	—20,281

(1)On February 4, 2015, the Board of Directors authorized management to expend up to $5,000,000 to repurchase shares of the Company’s common stock from time to time as opportunities arise. On December 5, 2018, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. On August 5, 2019, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. On May 6, 2020, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. On August 26, 2020, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization.

Item 6. [RESERVED]

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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

Information required in response to Item 7 is included under the caption "Management’s Discussion and Analysis of Financial Condition and Results of Operation" on pages 10 through 21 of the Company’s ~~2024~~2025 Annual Report to Shareholders, and such information is incorporated herein by reference.

Item 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest Rate Risk - We are exposed to the impact of interest rate changes through our SOFR variable-rate borrowings ~~under our Credit Agreement with Wells Fargo~~. ~~Under~~If ~~the Wells Fargo Credit Agreement, the applicable margin for borrowings at December 31, 2024 was Daily Simple~~ SOFR ~~plus~~had ~~2.25%.~~been ~~There~~100 ~~were~~basis nopoints ~~borrowings~~higher ~~outstanding~~during at2025 ~~December 31, 2024, so a sensitivity analysis was not performed to determine the impact of hypothetical changes in~~ interest ~~rates~~incurred onwould ~~the~~have ~~Company’s~~increased ~~results~~by ofapproximately ~~operations and cash flows~~$40,000.

The following table presents the principal cash flow payments associated with our outstanding consolidated debt by year, weighted average interest rates on debt outstanding each year-end, and fair value of total debt as of December 31, ~~2024~~2025 (dollars in thousands):

	2025			2026			2027			2028			2029			Thereafter			Total			Fair Value
	2026			2027			2028			2029			2030			Thereafter			Total			Fair Value
Fixed rate debt	$	—		$	—		$	—		$	—		$	—		$	180,070		$	180,070		$	~~141~~148,~~302~~736
Average interest for fixed rate debt	3.03		%	3.03		%	3.03		%	3.03		%	3.03		%	3.03		%	~~3.03~~		%
Variable rate debt	$	—		$	—		$	13,888		$	—		$	—		$	—		$	13,888		$	13,888
Average interest for variable rate debt	6.50		%	6.50		%	6.50		%	6.50		%	6.50		%	6.50		%

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Information required in response to this Item 8 is included under the caption "Quarterly Results" on page 9 and on pages 22 through 41 of the Company's ~~2024~~2025 Annual Report to Shareholders. Such information is incorporated herein by reference.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

Item 9A. CONTROLS AND PROCEDURES.

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer, principal financial officer and chief accounting officer, we conducted an evaluation of our disclosure controls and procedures, as such terms are defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, our principal executive officer, our principal financial officer and our principal accounting officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report.

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer, principal financial officer and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under the framework in the Internal Control-Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, ~~2024~~2025.

This Annual Report does not include an attestation report of our Independent Registered Public Accounting Firm, ~~Hancock~~Baker ~~Askew~~Tilly ~~& Co.~~US, LLP, regarding internal control over financial reporting. Management’s report was not subject to attestation by our Independent Registered Public Accounting Firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

CHANGE IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the fourth quarter of ~~2024~~2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

INHERENT LIMITATIONS OVER INTERNAL CONTROLS

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

i.pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

ii.provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

iii.provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

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ITEM 9B. OTHER INFORMATION.

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

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PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The Company has adopted a Financial Code of Ethical Conduct applicable to its principal executive officers, principal financial officers and principal accounting officers. A copy of this Financial Code of Ethical Conduct is filed as Exhibit 14 to this Form 10-K. The Financial Code of Ethical Conduct is also available on our web site at www.frpdev.com/investor-relations/corporate-governance/.

The rest of the information required in response to this Item 10 is included under the captions “Our Board of Directors”, “Corporate Governance, ESG and Our Approach to Risk Management”, “Our Executive Officers”, “Securities Ownership” in the Company's Proxy Statement, and such information is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission not later than ~~March~~April 3130, ~~2025~~2026.

Item 11. EXECUTIVE COMPENSATION.

Information required in response to this Item 11 is included under the caption “Executive Compensation” in the Company's Proxy Statement, and such information is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission not later than ~~March~~April 3130, ~~2025~~2026.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Equity Compensation Plan Information

	Number of Securitiesto be issued uponexercise ofoutstanding options,warrants and rights		Weighted averageexercise price ofoutstanding options,warrants and rights			Number of Securitiesremaining availablefor future issuanceunder equitycompensation plans(excluding securitiesreflected in column (a))
Plan Category	(a)		(b)			(c)
Equity compensation plans approved by security holders	~~155~~166,~~518~~582	(1)	$	2325.3552	(2)	~~567~~473,~~014~~242	(1)
Equity compensation plans not approved by security holders	0		0			0
Total	~~155~~166,~~518~~582		$	2325.3552		~~567~~473,~~014~~242

1.Column (a) includes ~~142~~160,~~990~~165 stock options ~~granted~~awards ~~under our 2016 Equity Incentive Plan~~ and ~~2006 Stock Incentive Plan and 12~~6,~~528~~417 performance share awards granted under our 2016 Equity Incentive Plan. Each performance share award shown in the table represents a right to receive, subject to the satisfaction of certain performance criteria and the recipient’s continued service to the Company, a number of shares of restricted stock, which number will be calculated after the applicable performance period by dividing the pre-determined value of each award by the closing price of our common stock on the date the restricted stock is issued. The aggregate value of the performance share awards shown in table is $146,250. For illustrative purposes, the maximum payout of the

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~~table is $383,733. For illustrative purposes, the maximum payout of the~~ performance share awards has been assumed, and the number of performance share awards has been calculated using our closing stock price on December 31, ~~2024~~2025 ($3022.6379). The performance share awards are subject to partial or complete forfeiture if the vesting criteria are not met. Because some or all of the performance share awards may not vest, and because the number of shares of restricted stock to be issued thereunder is dependent on future stock prices, columns (a) and (c) may overstate or understate expected dilution.

2.Because there is no exercise price associated with the performance share awards, the weighted-average exercise price does not take the performance share awards into account.

The remainder of the information required in response to this Item 12 is included under the caption “Securities Ownership” in the Company's Proxy Statement, and such information is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission not later than March 31, ~~2025~~2026.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Information required in response to this Item 13 is included under the captions “Corporate Governance, ESG and Our Approach to Risk Management” and “Our Board of Directors” in the Company's Proxy Statement, and such information is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission not later than ~~March~~April 3130, ~~2025~~2026.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Our independent registered accounting firm is ~~Hancock~~Baker ~~Askew~~Tilly ~~& Co.~~US, LLP, Jacksonville, Florida, Firm ~~794~~23. Information required in response to this Item 14 is included under the caption “Proposal 2: The Auditor Proposal” in the Company’s Proxy Statement, and such information is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission not later than ~~March~~April 3130, ~~2025~~2026.

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PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE.

(a) (1) Financial Statements.

The response to this item is submitted as a separate section. See Index to Financial Statements on page 29 of this Form 10-K.

(3) Exhibits.

The response to this item is submitted as a separate section. See Exhibit Index on pages 27 through 28 of this Form 10-K.

Item 16. FORM 10-K SUMMARY.

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FRP Holdings, Inc.

Date: March 18, 2025

JOHN D. BAKER III

Date: April 15, 2026

JOHN D. BAKER III

John D. Baker III

Chief Executive Officer

(Principal Executive Officer)

MATTHEW C. MCNULTY

Matthew C. McNulty

Treasurer and Chief Financial Officer

(Principal Financial Officer)

JOHN D. KLOPFENSTEIN

John D. Klopfenstein

Controller and Chief Accounting

Officer (Principal Accounting Officer)

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on ~~March~~April 1815, ~~2025~~2026.

/s/ John D. Baker III

John D. Baker III

Chief Executive Officer & Director

(Principal Executive Officer)

/s/ Matthew C. McNulty

Matthew C. McNulty

Treasurer and Chief Financial Officer

(Principal Financial Officer)

/s/ John D. Klopfenstein

John D. Klopfenstein

Controller and Chief Accounting Officer

(Principal Accounting Officer)

/s/ John D. Baker II

John D. Baker II

Executive Chairman Director

/s/ David H. deVilliers, Jr.

David H. deVilliers, Jr.

Vice-Chairman Director

/s/ Matthew S. McAfee

Matthew S. McAfee

Director

s/ Martin E. Stein, Jr.

Martin E. Stein, Jr.

Director

/s/ John S. Surface

John S. Surface

Director

/s/ Nicole B. Thomas

Nicole B. Thomas

Director

/ s/ William H. Walton

William H. Walton

Director

/s/ Margaret Wetherbee

Margaret Wetherbee

Director

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FRP HOLDINGS, INC.

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2024~~2025

EXHIBIT INDEX

Item 15(a)(3)

3.1			Second Amended and Restated Articles of Incorporation of FRP Holdings, Inc., adopted February 4, 2015, incorporated herein by reference to Exhibit 3.1 of the Company’s Form 10-Q filed on May 8, 2015.
3.2			Third Amended and Restated Bylaws of FRP Holdings, Inc., as amended March 31, 2020, incorporated herein by reference to Exhibit 3(i) to the Company’s Form 8-K filed on April 6, 2020.
4.1			Articles III, V and X of the Second Amended and Restated Articles of Incorporation of FRP Holdings, Inc, incorporated herein by reference to Exhibit 3.1 of the Company’s Form 10-Q filed May 8, 2015.
4.2			Specimen stock certificate of FRP Holdings, Inc., incorporated herein by reference to Exhibit 4.1 of the Company’s Post-Effective Amendment to Registration Statement on Form S-8 filed on December 5, 2014.
4.3			Description of Registrant’s Common Stock, incorporated herein by reference to Exhibit 4.3 of the Company’s Form 10-K filed on March 19, 2021.
10.1			Summary of Medical Reimbursement Plan of FRP Holdings, Inc., incorporated herein by reference to an exhibit filed with Form 10-K for the fiscal year ended September 30, 1993. File No. 33-26115.
10.2			Summary of Management Incentive Compensation Plans, incorporated herein by reference to an exhibit filed with Form 10-K for the fiscal year ended September 30, 1994. File No. 33-26115.
10.3			Management Security Agreements between the Company and certain officers, incorporated herein by reference to a form of agreement previously filed (as Exhibit (10)(I)) with Form S-4 dated December 13, 1988. File No. 33-26115.
10.4			FRP Holdings, Inc. 2006 Stock Incentive Plan, incorporated herein by reference to an appendix to the Company’s Proxy Statement dated December 29, 2005.
10.5			FRP Holdings, Inc. 2016 Equity Incentive Plan, incorporated herein by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed February 13, 2017.
10.6			Letter Agreement between the Company and David H. deVilliers, Jr., incorporated herein by reference to an exhibit filed with Form 10-Q for the quarter ended December 31, 2007.
10.7			Letter Agreement between the Company and John D. Klopfenstein, incorporated herein by reference to an exhibit filed with Form 10-Q for the quarter ended December 31, 2007.
13.1			The Company's ~~2024~~2025 Annual Report to shareholders, portions of which are incorporated by reference in this Form 10-K. Those portions of the ~~2024~~2025 Annual Report to Shareholders which are not incorporated by reference shall not be deemed to be filed as part of this Form 10-K.
14.1			Financial Code of Ethical Conduct between the Company, Chief Executive Officers and Financial Managers, adopted December 3, 2014, incorporated herein by reference to Exhibit 14 to the Company’s Form 10-Q filed on November 9, 2017.
19.1			FRP Holdings, Inc. Securities Trading Policy incorporated herein by reference to the Company's Form 10-K filed on March 18, 2025
21.1			Subsidiaries of Registrant at December 31, ~~2024~~2025
23.1			Consent of Hancock Askew & Co., ~~Inc.~~Baker Tilly US, LLP, Independent Registered Public Accounting Firm, appears on page 3028 of this Form 10-K.
31.1			Certification of John D. Baker III.
31.2			Certification of Matthew C. McNulty.

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23.2			Consent of Baker Tilly US, LLP, Independent Registered Public Accounting Firm, appears on page 28 of this Form 10-K.
31.1			Certification of John D. Baker III.
31.2			Certification of Matthew C. McNulty.
31.3			Certification of John D. Klopfenstein.
32.1			Certification of Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
97.1			FRP Holdings, Inc. Executive Officer Compensation Clawback Policy incorporated herein by reference to the Company's Form 10-kK filed on March 26, 2024.
101.INS			XBRL Instance Document Taxonomy Extension Schema
101.SCH			XBRL Taxonomy Extension Schema Document
101.CAL			XBRL Taxonomy Extension Calculation Linkbase
101.DEF			XBRL Taxonomy Extension Definition Linkbase
101.LAB			XBRL Taxonomy Extension Label Linkbase
101.PRE			XBRL Taxonomy Extension Presentation Linkbase
104			Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).

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FRP HOLDINGS, INC.

INDEX TO FINANCIAL STATEMENTS

(Item 15(a) (1) and 2))

			Page
Consolidated Financial Statements:
Consolidated balance sheets at December 31, 2024 and 2023			62
Consolidated balance sheets at December 31, 2025 and 2024			63
For the years ended December 31, 2024, 2023 and 2022
For the years ended December 31, 2025, 2024 and 2023
Consolidated statements of income			6061
Consolidated statements of comprehensive income			6162
Consolidated statements of cash flows			6364
Consolidated statements of shareholders' equity			6465
Notes to consolidated financial statements			6566-8790
Report of Independent Registered Public Accounting Firm			8992
Selected quarterly financial data (unaudited)			3940-3940
Consent of Independent Registered Public Accounting Firm			3028

All schedules have been omitted, as they are not required under the related instructions, are inapplicable, or because the information required is included in the consolidated financial statements.

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-216025) of FRP Holdings, Inc. of our report dated April 15, 2026, relating to the consolidated financial statements, which appears in this Form 10-K for the year ended December 31, 2025.

/s/ Baker Tilly US, LLP

Jacksonville, Florida

April 15, 2026

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FRP Holdings, Inc.

Jacksonville, Florida

We hereby consent to the incorporation by reference in the Registration ~~Statements~~Statement on Form S-8 (No. 333- ~~125099, 333-131475 and 333-~~216025) of FRP Holdings, Inc. of our report dated March 18, 2025, relating to the consolidated financial statements which appear in the Annual Report to Shareholders incorporated by reference herein.

~~Respectfully~~/s/ ~~submitted~~Hancock Askew & Co., LLP

Hancock Askew & Co., LLP

Jacksonville, Florida

~~March~~April 1815, ~~2025~~2026

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Annual Report ~~2024~~2025

CONSOLIDATED FINANCIAL HIGHLIGHTS

Years ended December 31

(Amounts in thousands except per share amounts)

	2024		2023	%Change
	2025		2024	%Change
Revenues	$	4142,~~774~~846	41,~~506~~774	02.6
Operating profit	$	117,~~704~~028	11,~~700~~704	—(40.0)
Net investment income	$	118,~~112~~824	1011,~~897~~112	2(20.06)
Interest Expense	$	(32,~~150~~967)	(43,~~315~~150)	(275.08)
Equity in loss of joint ventures	$	(119,~~359~~105)	(11,~~937~~359)	(419.8)
Gain on sale of real estate and other income	$	~~182~~—	53182	~~243~~(100.40)
Gain (loss) attributable to noncontrolling interest	$	75(368)	~~(420)~~75	~~(117.9)~~N/A
Net income attributable to the Company	$	63,~~385~~330	56,~~302~~385	20(47.48)
Per common share:
Net income attributable to the Company:
Basic	$	0.3418	0.2834	21(47.41)
Diluted	$	0.3418	0.2834	21(47.41)
Total Assets	$	~~728~~735,~~485~~145	~~709~~728,~~166~~485	20.79
Total Debt	$	~~178~~192,~~853~~554	178,~~705~~853	—7.7
Shareholders' Equity	$	~~423~~428,~~103~~513	~~414~~423,~~520~~103	2.1.3
Common Shares Outstanding	19,~~047~~110		1819,~~968~~047	.43
Book Value Per Common Share	$	22.2142	2122.8521	10.69

BUSINESS. FRP Holdings, Inc. is a holding company engaged in the real estate business, namely (i) real property acquisition, entitlement, development and construction primarily for apartment, retail, warehouse, and office, (ii) leasing and management of commercial properties owned by the Company, (iii) leasing and management of mining royalty land owned by the Company, (iv) leasing and management of residential apartment buildings. The Company’s operating subsidiaries are FRP Development Corp. and Florida Rock Properties, Inc.

STRATEGY. Our strategy consists of the re-deployment of cash from asset sales, real estate operations, and mining royalties, into new assets that allow management to exploit its knowledge and expertise. The asset classes of choice are mixed-use, industrial, raw land and existing buildings. We invest in these assets on our own or through repeatable strategic partnerships with a focus on core markets with growth potential. Emphasis will be placed on generating returns through opportunistic disposition, as well as cash-flow and long-term appreciation.

OBJECTIVE. We strive to improve shareholder value through (1) active engagement with properties and partners to grow asset value, (2) contributing our operating expertise and connections to maximize net asset value, cashflow and NOI growth, and (3) manage our capital structure in an efficient and responsible manner, with a watchful eye on projected future market conditions and trends to facilitate timely disposition of selected assets, (4) diligent, sustainable growth.

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To Our Shareholders,

~~Take~~Looking ~~yourself~~ back toat ~~December~~this ~~31,~~time ~~2021. As~~last ~~you no doubt remember~~year, ~~the~~we ~~country~~communicated ~~was~~that ~~still~~2025 ~~very~~would ~~much~~likely inrepresent ~~the~~a ~~middle~~transitional ~~of the societal and~~ financial ~~problems~~year offor the ~~COVID era~~Company. ~~Beyond~~ ~~that,~~That ~~the~~expectation ~~Chiefs~~largely ~~had~~proved ~~taken~~accurate. aPro ~~break from winning Super Bowls though not from beating the Bills in dramatic fashion, Juan Soto still lived at Dock 79, and probably most importantly, this Company began tracking pro~~ rata Net Operating Income (NOI)~~. In~~ ~~the~~growth ~~three~~moderated ~~year~~and ~~span~~earnings ~~following~~declined ~~that~~as ~~date~~several ~~we have increased occupancy by 811 units of~~ multifamily ~~product~~assets inmoved ~~four~~beyond ~~different projects~~lease-up, ~~completed~~portions ~~100% industrial occupancy~~ of ~~247,340~~our ~~square~~industrial ~~feet~~portfolio inentered ~~three~~a new ~~warehouses,~~leasing ~~and purchased land for another 1~~cycle,~~281,420~~ ~~square feet. We have earned over $16 million in net income, returned $2 million to shareholders in the form of share repurchases~~ and ~~most~~broader ~~remarkably,~~supply-demand wedynamics ~~have~~created ~~grown~~headwinds ~~NOI from $17.6 million to $38.1 million~~ for arent ~~compound annual~~ growth ~~rate~~and ofleasing ~~almost 30%, including a 26~~velocity.2% ~~improvement~~These indevelopments ~~NOI in 2024 over 2023. We~~ were ~~able~~largely toanticipated ~~accomplish~~and ~~all~~reflect oftiming ~~this~~within ~~while only reducing~~ our ~~cash~~development onand ~~hand~~leasing ~~from~~pipeline ~~$161.5~~rather ~~million~~than atany ~~the~~deterioration ~~end~~in ofasset ~~2021~~quality toor ~~$148.6~~long-term ~~million at the end of 2024~~strategy. ~~We made mention of this previously, but that level of growth, while remarkable, is also unsustainable.~~

~~Due~~Where ~~to the timing of construction, delivery, and investment,~~ we ~~expect~~fell ~~NOI~~short inas ~~2025~~a toCompany ~~remain~~was ~~flat~~setting ifthe ~~not~~company ~~slightly~~up ~~off~~for ofgrowth ~~2024~~in 2026. InWe ~~the~~expected ~~Industrial~~to ~~and~~lease ~~Commercial~~up ~~Segment,~~our ~~53%~~most ofrecent ~~the~~spec ~~platform~~warehouse ~~will be vacant~~ and shore up ~~for renewal. These~~ vacancies atin ~~Cranberry and at~~ our ~~new~~same ~~Chelsea~~store ~~building~~assets ~~will take time to lease-up~~ and ~~will~~we ~~have operating expenses that will eat into 2025 NOI when compared to 2024~~didn’t. ~~The~~On ~~lease-up~~top of ~~three different projects (Verge~~that, ~~Bryant~~we ~~Street,~~made ~~and~~an ~~.408~~acquisition ~~Jackson)~~that inwhile ~~our~~necessary ~~Multifamily~~and ~~segment~~accretive ~~was~~for athe ~~huge~~long-term ~~driver~~future of ~~2024 NOI growth. The rapid NOI growth we experienced with~~ the ~~lease-ups~~company, ~~will~~also ~~give~~adds ~~way~~additional ingeneral ~~2025~~and toadministrative ~~more~~expense, ~~organic growth as we grow rents on already stabilized assets~~depreciation, aand ~~particular~~interest ~~challenge for the DC assets which will be competing with a glut of new projects~~expense. ~~Mining~~Any ~~royalties~~growth ~~should remain strong~~ in ~~2025, though from an~~ NOI ~~perspective,~~in it2026 will be ~~difficult~~marginal. Funds toFrom ~~keep~~Operations ~~pace with 2024~~(FFO), ~~simply~~which ~~for~~most ~~the~~of ~~fact~~our ~~that~~real weestate ~~received~~peers ause ~~considerable~~as ~~back~~the ~~dated~~best ~~minimum~~metric ~~payment~~for attracking ~~one~~operational ~~location,~~cash ~~which we can’t replicate for obvious reasons. However~~flow, ~~the~~will ~~idea that we are simply catching our breath in 2025 after several years of rapid growth would~~ be ~~inaccurate~~down. ~~Our development segment should disabuse anyone of that delusion.~~

InIncreased ~~2025~~expenses, wedepressed ~~will~~cash ~~begin~~flows- ~~construction~~these onare ~~our~~not ~~two~~traditionally ~~industrial~~the ~~joint~~ingredients ~~ventures~~for success in ~~Florida~~the short term for the performance of a stock. These ~~projects~~metrics also do not tell the full story of everything we set in motion in 2025. ~~will~~This ~~increase~~past year was incredibly important strategically for the long-term performance of the Company. The acquisition of the Altman Logistics Properties platform expands our ~~industrial~~operating footprint byinto ~~49%~~Florida toand ~~over~~New 1Jersey — markets with strong demographic trends, logistics demand, and long-term capital interest.1 ~~million~~Equally ~~square~~important, ~~feet~~the acquisition strengthened our internal talent base, broadened our development pipeline, and ~~add~~expanded anrelationships ~~anticipated~~with ~~$5.3~~equity ~~million~~partners, ~~($4~~lenders, and operating counterparties.4 ~~million~~Together, ~~pro-rata)~~these inenhancements ~~NOI~~position ~~when~~the ~~they~~Company ~~are~~to ~~fully~~grow ~~leased~~both durable cash flow and ~~occupied~~net inasset ~~2027~~value over time. InThe ~~Maryland,~~increase wein ~~will~~expenses ~~continue~~are an alternative to ~~entitle~~expansion ~~our~~via ~~industrial~~a ~~pipeline~~joint ~~and~~venture ~~have~~strategy ~~our~~that ~~Crouse~~we ~~and~~have ~~Mechanics~~pursued ~~Valley~~in ~~sites~~the ~~shovel~~past. ~~ready~~While byminimizing ~~2026~~G&A initially, ~~while~~this ~~simultaneously~~strategy ~~pursuing~~is apaid ~~new~~for ~~land~~through ~~purchase~~development fees, ~~industrial~~and ~~joint~~far ~~venture~~more significantly, orwith ~~possibly~~equity ~~both~~in a successful project. ~~This~~Because isof ~~essentially~~this ~~“year~~acquisition, ~~zero”~~we ~~for~~not ~~our~~only ~~industrial~~have ~~growth~~key personnel who fill roles that were already envisioned as part of our development strategy, ~~where~~but ~~through~~these ~~both~~new employees are based in~~-house~~ ~~development~~the ~~and~~markets ~~JV’s~~that we ~~plan~~could toonly ~~build~~enter ~~three~~via ~~new~~our ~~industrial~~previous ~~projects~~joint ~~every~~venture ~~two~~strategy. We ~~years~~are ~~for~~now ~~the~~able ~~foreseeable~~to ~~future~~execute ~~and~~our ~~look~~traditional toin-house ~~double~~development ~~the~~as ~~size~~well as take on fee development opportunities, or execute a hybrid of ~~our~~these two models. This will allow us to generate

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equity in successful projects rather than giving it up. By acquiring Altman Logistics and its platform, we are in the markets we want to be in, have the people we need to grow, have projects underway capable of carrying the cost of this human capital, and can scale beyond our current size disproportionately to G&A growth. We have enhanced our flexibility in how we grow, can earn development fees instead of paying them, can generate equity in successful projects instead of giving it up, and compound these savings into additional projects under the same platform. The combination of development fees and loss in equity on a project can range from 3-15% of total project costs, so reversing that flow of cash and equity is not insignificant to the Company in terms of future financial performance.

This acquisition has refined and augmented a platform and pipeline that management expects will drive earnings and earnings growth, operational cash flow, and net asset value, which we believe we will accomplish through three complementary drivers of value: (1) durable cash flow from mining royalties, (2) operational execution and same-store growth, and (3) development and disciplined capital deployment.

We are fortunate to have as tenants some of the best operators in the aggregates business. They have continued to push price aggressively which is why we saw a $1.5 million improvement in royalty revenue in 2025 despite 500,000 fewer tons mined. Given our market concentration in Florida, I would expect volumes to be flat if not slightly down in 2026 given a relative softening in private construction (with the glaring exception of data centers) and housing starts. Our royalty agreements are based on the previous year's average sales price, so if pricing growth softens, it won't affect our royalty on the price side for another year. Historically, the Florida aggregates market is the tail of the whip in terms of market cyclicality, but that's generally a good thing. We have the utmost confidence in the long term direction of this segment because of the strength of the markets our assets serve and the operating skill of our tenants. It is for those very reasons that this segment has long been a significant cash flow generator for the company and why we have been able to put money towards development at conservative leverage levels relative to your typical developer.

Improving same-store occupancy and performance across our existing assets remains a near-term priority. Multifamily performance, particularly within our Washington DC submarkets, has faced supply pressures and regulatory challenges, though early signs of stabilization are emerging. Industrial vacancies tied to newly delivered buildings or recent move-outs and existing vacancy represent embedded NOI growth as leasing progresses. Fully occupied at current market rates, the

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vacancies in our current assets represent approximately $3-$3.5 million in NOI growth—growth we can achieve with minimal capital expenditures. It may take a year, it may take two, but we will have our current industrial assets back to the occupancy levels we have historically enjoyed.

Development, and industrial development in particular, continues to be our primary engine for long-term value creation. Our expanded industrial pipeline is set to deliver value in two distinct ways. The merchant development program we acquired from our purchase of Altman Logistics Properties will generate cash from sales upon stabilization. More in line with our traditional growth model are our industrial assets under development in Lakeland and Broward County and Minneola, FL. When these assets reach stabilization in approximately 2028, they will represent approximately $9.3 million in NOI attributable to the Company.

As an asset class, industrial has always been an operating business—more so than ever as industrial moves past the covid surge and into a more normalized environment. Success will require disciplined underwriting and talent in execution, both by leveraging networks to find off market deals in infill locations and developing assets under budget. If assets are well executed and in the right location, a properly capitalized company that underwrites realistically won’t put themselves in a bad place on the front end and won’t have to force anything in terms of leasing and sales that it will regret five years down the line. Talent, discipline, location, and capital have always been the ingredients for success in real estate. Going forward they are an absolute necessity. Our strategy remains concentrated in Florida, New Jersey, and Maryland — markets we know well and where long-term demand drivers remain intact. Each benefits from population density, critical infrastructure, and barriers to entry that constrain supply in well-located submarkets. While near-term conditions vary, these regions serve as essential nodes within the national logistics network, and we invest with that durability in mind.

I have touched on this several times in the past, but anyone who has looked at our sum of the parts valuation will have noticed that the market tends to only give this Company credit for its income producing assets. Anything under development is essentially free for anyone who buys our stock. What that tells me is that the market considers us a “show me” story. Over the next several years, the ratio of our income producing assets to assets under development will shift significantly. When the assets currently under development are producing cash flows, I refuse to believe that the market will continue to look at this company and say “your dollar is worth sixty cents.” As is typical in real estate development cycles, periods of elevated investment, integration, and leasing activity can temporarily

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~~industrial~~pressure ~~platform~~reported ~~over~~earnings. ~~the~~Incremental ~~next~~general ~~five~~and ~~years. We~~administrative ~~anticipate~~costs, ~~moving~~depreciation, ~~forward~~financing expenses, and capital deployment associated with ~~two~~newly ~~multifamily~~acquired ~~projects~~and ~~outside~~developing ~~the~~assets DCwill ~~area~~continue to depress near-term financial results. GAAP earnings may therefore understate underlying value creation, ~~one~~while inFFO ~~South~~may ~~Carolina~~reflect some continued short-term pressure. Reported results will likely remain mixed until assets under development stabilize, vacancies are leased, and the ~~other~~next inphase ~~Florida. Assuming~~of ~~these~~earnings ~~projects~~and ~~meet~~NAV ~~our~~expansion ~~return~~is ~~thresholds~~realized. Said simply, ~~they~~I ~~will~~know ~~add~~that ~~810~~2026 ~~units~~is ~~and~~likely anto ~~anticipated~~be $6a ~~million~~mixed bag in ~~pro~~much ~~rata~~the ~~NOI~~way ~~upon~~2025 ~~stabilization~~was. ~~While~~I ~~our~~also ~~core~~know ~~focus~~that is ~~industrial~~frustrating ~~development,~~for weany ~~believe~~shareholder ~~that~~looking ~~putting~~for ~~our~~an ~~money~~immediate turn around to ~~work~~this inyear. But ~~these~~more ~~types~~important ofto ~~assets~~me inis ~~growth~~knowing ~~markets~~where the Company is ~~both~~headed. For a ~~good~~public ~~use~~company, ofeven ~~capital~~a small-cap public company, management and anboard ~~effective~~ownership ~~way~~of tothis ~~hedge~~company ~~our~~is ~~aggressive~~disproportionately ~~industrial~~large. Because ~~strategy~~insider ~~through~~ownership ~~assets~~is ~~classes~~so ~~and~~prevalent, ~~partners~~there wecan ~~understand~~be ~~and~~no ~~believe~~doubt inregarding alignment between management and shareholders. InWhen ~~short,~~we ifmake ~~you~~capital ~~judge~~decisions, ~~2025~~we ~~solely~~make them based on ~~the~~long-term ~~NOI~~value itcreation, ~~produces~~even ~~relative~~if tothey ~~2024,~~come ~~and~~at the ~~level~~expense of ~~growth~~short-term results. Because of where we~~’ve~~ ~~achieved~~are ~~since~~and ~~2021,~~where ~~you~~we are going, toour bechairman ~~disappointed~~bought 14,971 shares in 2025, and I bought 4,166. ~~But~~I inwon’t ~~terms~~speak offor ~~setting~~him, but I intend to buy just as much in 2026. With the ~~stage~~assets, ~~for~~balance ~~future~~sheet, ~~growth~~and talent at this Company’s disposal, weit ~~believe~~is an investment I am only too happy to make, because I am confident that ~~2025~~the ismarket ~~going~~will ultimately recognize the value we are set to becreate ~~anything~~with ~~but~~our asame ~~disappointment~~store growth and development pipeline. When we do, it will be hard to ignore.

Aggressive capital deployment along the lines of the $71 million we anticipate putting into new projects in 2025 is not a prospect we take lightly. In our capital planning, we have set strict thresholds to never dip below $40 million of cash on hand, and on top of that we will keep additional capital available through our revolving credit facility. We have jealously guarded our cash and our assets in the past, and we are not about to put at risk the decades of work that both represent. This remains your Company and as seriously as management takes its responsibility as stewards of your capital, we are equally excited to put that capital to work.

Sincerely,

John D. Baker III

Chief Executive Officer

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FORWARD LOOKING STATEMENTS

Certain matters discussed in this report contain forward-looking statements, including without limitation relating to the Company's plans, strategies, objectives, expectations, intentions, capital expenditures, future liquidity, and plans and timetables for completion of pending development projects. The words or phrases “anticipate,” “estimate,” ”believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions identify forward-looking statements. The following factors and others discussed in the Company’s periodic reports and filings with the Securities and Exchange Commission are among the principal factors that could cause actual results to differ materially from the forward-looking statements: levels of construction activity in the markets served by our mining properties; availability and terms of financing; competition; interest rates, inflation and general economic conditions; demand for flexible warehouse/office facilities in the ~~MidAtlantic~~Mid-Atlantic and Florida; multifamily demand in Washington D.C. and Greenville, South Carolina; and ability to obtain zoning and entitlements necessary for property development. However, this list is not a complete statement of all potential risks or uncertainties.

These forward-looking statements are made as of the date hereof based on management’s current expectations, and the Company does not undertake an obligation to update such statements, whether as a result of new information, future events or otherwise. Additional information regarding these and other risk factors may be found in the Company’s other filings made from time to time with the Securities and Exchange Commission.

OPERATING PROPERTIES

The Company owns (predominately in fee simple but also through ownership of interests in joint ventures) approximately 21,~~500~~485 acres of land in Florida, Georgia, Maryland, Virginia, South Carolina, and the District of Columbia. This land is ~~generally~~ held by the Company in four distinct segments: (i) Industrial and Commercial Segment (land owned and operated as income producing rental properties in the form of commercial properties), (ii) Mining Royalty Lands Segment (land owned and leased to mining companies for royalties or rents), (iii) Development Segment (land owned or joint ventures held for investment to be further developed for future income production or sales to third parties), and (iv) Multifamily Segment (ownership, leasing and management of buildings through joint ventures).

Industrial and Commercial Segment. As of December 31, ~~2024~~2025, the Industrial and Commercial Segment includes ~~nine~~ten buildings at ~~four~~five commercial properties owned by the Company in fee simple as follows:

1)34 Loveton Circle in suburban Baltimore County, MD consists of one office building totaling 33,708 square feet which is 9059.83% occupied (1625% of the space is occupied by the Company for use as our Baltimore headquarters). The property is subject to commercial leases with various tenants.

2)155 E. 21st Street in Duval County, FL was an office building property that remains under lease through March 2026. We permitted the tenant to demolish all structures on the property during 2018.

3)Cranberry Run Business Park in Harford County, MD consists of five industrial buildings totaling 267,737 square feet which are 9243.14% leased and occupied. The property is subject to commercial leases with various tenants.

4)Hollander 95 Business Park in Baltimore City, MD consists of three industrial buildings totaling 247,340 square feet that are 100.0% leased and occupied.

~~Mining~~5)755 ~~Royalty~~Chelsea ~~Lands~~Road ~~Segment~~in –Harford ~~Mining~~County, ~~Properties.~~MD ~~The~~is ~~Company owns~~ a ~~fee simple interest in 14 open pit aggregates quarries located in Florida~~258,279 ~~Georgia~~square ~~and~~foot ~~Virginia,~~speculative ~~which~~industrial ~~comprise approximately 16,648 total acres~~building. ~~The~~Our ~~Company’s~~Development ~~quarries~~segment ~~are~~completed ~~subject~~construction ~~to mining leases with various tenants, including Vulcan Materials, Martin Marietta, Cemex, Argos,~~ and ~~The~~it ~~Concrete~~moved ~~Company.~~to ~~Aggregates~~this ~~consist~~segment as of ~~crushed~~April ~~stone~~1, ~~sand, gravel, fill dirt, limestone and calcium and are used primarily in construction applications~~2025.

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~~Nine~~Mining ofRoyalty ~~the~~Lands ~~Company’s~~Segment ~~quarries~~– ~~(located~~Mining inProperties. ~~Grandin,~~The ~~FL,~~Company ~~Fort~~owns ~~Myers,~~a ~~FL,~~fee ~~Keuka,~~simple ~~FL,~~interest ~~Newberry,~~in ~~FL,~~14 ~~Astatula,~~open ~~FL,~~pit ~~Columbus,~~aggregates ~~GA,~~quarries ~~Macon,~~located ~~GA,~~in ~~Tyrone~~Florida, ~~GA,~~Georgia and ~~Manassas~~Virginia, ~~VA;~~which ~~totaling~~comprise ~~13,870~~approximately ~~acres) are currently being mined~~16,640 ~~and~~total ~~five~~acres. ofThe ~~the~~ Company’s quarries ~~(located~~are insubject ~~Marion~~to ~~County,~~mining ~~FL,~~leases ~~Lake~~with ~~Louisa,~~various FLtenants, ~~Astatula,~~including FLVulcan Materials, ~~Lake~~Martin ~~Sand~~Marietta, ~~FL and Forest Park~~Cemex, ~~GA; totaling 2~~Quikrete,~~778~~ ~~acres)~~and ~~are~~The ~~leased~~Concrete ~~but are not currently being mined~~Company. ~~Our~~Aggregates ~~typical~~consist ~~mining lease requires the tenant to pay the Company a royalty based on the number~~ of ~~tons~~crushed ~~of mined materials sold from our mining property during a given fiscal year multiplied by a percentage of the average annual sales price per ton sold. In certain locations~~stone, ~~typically where the~~ sand, ~~and stone deposits on the property have been depleted but the tenant still has a need for the leased land~~gravel, wefill ~~collect a minimum annual rental amount. In the fiscal years ended December 31~~dirt, ~~2024~~limestone, ~~2023~~granite and ~~2022,~~calcium ~~aggregate~~and ~~tons~~are ~~sold~~used ~~with~~primarily ~~respect~~in toconstruction ~~the Company’s mining properties were approximately 9,351,000, 9,569,000 and 9,525,000, respectively~~applications.

~~Mining~~Ten ~~Royalty~~of ~~Lands~~the ~~Segment~~Company’s -quarries ~~Brooksville~~(located ~~Joint~~in ~~Venture.~~Grandin, ~~In 2006~~FL, aFort ~~subsidiary~~Myers, ofFL, ~~the~~Keuka, ~~Company~~FL, ~~entered~~Newberry, ~~into~~FL, aAstatula, ~~joint~~FL, ~~venture~~Lake ~~agreement~~Louisa, ~~with~~FL, ~~Vulcan~~Columbus, ~~Materials~~GA, ~~Company~~Macon, toGA, ~~jointly~~Tyrone, ~~own~~GA, and ~~develop~~Manassas, ~~approximately~~VA; 4totaling 15,~~280~~058 acres) are currently being mined, and four of ~~land~~the ~~near~~Company’s ~~Brooksville~~quarries (located in Marion County, ~~Florida~~FL, asAstatula, aFL, ~~mixed-use~~Lake ~~community.~~Sand, InFL ~~April~~and ~~2011~~Forest Park, ~~the~~GA; ~~Florida~~totaling ~~Department~~1,582 ofacres) ~~Community~~are ~~Affairs~~leased ~~issued~~but ~~its~~are ~~final~~not ~~order~~currently ~~approving~~being ~~the~~mined. ~~development~~Our oftypical mining lease requires the ~~project~~tenant ~~consisting~~to ofpay ~~5,800~~the ~~residential~~Company ~~dwelling~~a ~~units~~royalty ~~and~~based ~~over~~on ~~600,000~~the ~~square~~number ~~feet~~of tons of ~~commercial~~mined ~~and~~materials ~~850,000~~sold offrom ~~light~~our ~~industrial~~mining ~~uses.~~property ~~Zoning~~during ~~for~~a ~~the~~given ~~project~~fiscal ~~was~~year ~~approved~~multiplied by a percentage of the ~~County~~average inannual ~~August~~sales ~~2012~~price per ton sold. ~~Vulcan~~In ~~Materials~~certain ~~still~~locations, ~~mines~~typically onwhere the ~~property~~sand and stone deposits on the ~~Company~~property ~~receives~~have ~~100%~~been ofdepleted but the ~~royalty~~tenant onstill ~~all~~has ~~tons~~a ~~sold~~need atfor the ~~Brooksville~~leased ~~property~~land, we collect a minimum annual rental amount. In the fiscal years ended December 31, ~~2024~~2025, ~~2023,~~2024 and ~~2022~~2023, aggregate tons sold with respect to the Company’s mining properties were approximately ~~203~~8,845,000, ~~239~~9,351,000 and ~~228~~9,569,000, respectively.

Mining Royalty Lands Segment - Brooksville Joint Venture. In 2006, a subsidiary of the Company entered into a joint venture agreement with Vulcan Materials Company to jointly own and develop approximately 4,280 acres of land near Brooksville, Florida as a mixed-use community. In April 2011, the Florida Department of Community Affairs issued its final order approving the development of the project consisting of 5,800 residential dwelling units and over 600,000 square feet of commercial and 850,000 square feet of light industrial uses. Zoning for the project was approved by the County in August 2012. Vulcan Materials still mines on the property and the Company receives 100% of the royalty on all tons sold at the Brooksville property. In the fiscal years ended December 31, 2025, 2024, and 2023, aggregate tons sold were approximately 198,000, 203,000 and 239,000, respectively.

Mining Royalty Lands Segment - Other Properties. The segment also owns an additional 36 acres of investment property in Brooksville, Florida.

Additionally, these locations provide us with opportunities for valuable “second lives” for these assets through proper land planning and entitlement.

Significant “2nd life” Mining Lands:


Location	Acreage	Status
Brooksville, FL	4,280 +/-	Development of Regional of Impact and County Land Use and Master Zoning in place for 5,800 residential unit, mixed-use development
Ft. Myers, FL	1,907 +/-	Approval in place for 105, one-acre, waterfront residential lots after mining completed.
Total	6,187 +/-

Development Segment – Industrial and Commercial Land.

At December 31, ~~2024~~2025, this segment owned the following future development parcels:

1)54 acres of land that will be capable of supporting over 635,000 square feet of industrial product located at 1001 Old Philadelphia Road in Aberdeen, MD (Crouse land adjacent to Cranberry Business Park).

2)17170 acres of land in ~~Harford~~Cecil County, MD ~~with~~that acan ~~258~~accommodate 900,000 square feet ~~speculative warehouse project on Chelsea Road under construction due to be complete in the second quarter~~ of ~~2025~~industrial development.

3)170 acres of land Cecil County, MD that can accommodate 900,000 square feet of industrial development.

Development Segment – Land Held for Development or Sale.

At December 31, 2024, this segment was invested in the following development parcels:

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~~square~~Development ~~feet~~Segment of– ~~hotel~~Land ~~and~~Held ~~office development with first floor retail. FRP is in the process of modifying, amending, and extending the existing PUD to allow~~ for ~~residential~~Development ~~development~~or ~~with first floor retail~~Sale.

~~2)Hampstead~~At ~~Trade Center: The Hampstead Trade Center property in Carroll County~~December 31, ~~MD is a 118-acre parcel located adjacent to the State Route 30 bypass. The parcel was previously zoned for industrial use~~2025, ~~but~~this ~~our~~segment ~~request for rezoning for residential use~~ was ~~approved~~invested in ~~December 2018. Management believes this to be a higher and better use of~~ the ~~property.~~following Wedevelopment ~~are fully engaged in the formal process of seeking PUD entitlements for this tract, which is now known as “Hampstead Overlook”.~~parcels:

31)~~Square~~Riverfront ~~664E~~on the Anacostia: The ~~Company’s~~Riverfront ~~Square~~on ~~664E~~the Anacostia property is ~~approximately~~a ~~two~~5.8-acre ~~acres~~parcel ~~situated~~of onreal estate in Washington, D.C. that fronts the Anacostia River atand is adjacent to the ~~base~~Washington ofNationals ~~South~~Baseball ~~Capitol~~Park. ~~Street~~A ~~less~~revised ~~than~~Planned ~~half~~Unit Development (PUD) plan was approved in 2012 and permitted the Company to develop, in four phases, a ~~mile~~four-building, ~~down~~mixed-use ~~river~~project, ~~from~~containing ~~our~~approximately ~~Riverfront~~1,161,050 onsquare feet. The approved development includes numerous publicly accessible open spaces and a waterfront esplanade along the Anacostia ~~property~~River. ~~This~~Phase ~~property~~1 isand ~~currently~~2 ~~under~~(Dock ~~lease~~79 to& ~~Vulcan~~The ~~Materials~~Maren) ~~for~~are ~~use~~in asthe amultifamily ~~concrete~~segment. ~~batch~~The ~~plant~~final ~~through~~two ~~2026.~~phases, InPhase ~~March~~3 ~~2017~~and Phase 4 obtained second-stage PUD approval on October 10, ~~reconstruction~~2025, permitting approximately 602,553 square feet of ~~the~~apartments ~~bulkhead~~(~590 ~~was~~units) ~~completed~~with atfirst afloor ~~cost~~retail. The ofPUD $requires Phase 4 construction to commence within 3 years and commencing Phase 3 construction within 3 years after obtaining the Phase 4 certificate of occupancy.2 The ~~million~~net inbook ~~anticipation~~value of ~~future~~this ~~high-rise~~property ~~development~~is $9.0 million.

42)~~Windlass~~Square ~~Run~~664E: InThe ~~March 2016, the~~ Company’s ~~entered~~Square ~~into~~664E anproperty ~~agreement~~is ~~with~~approximately ~~St.~~two ~~Johns~~acres ~~Properties~~situated ~~Inc.,~~on athe ~~Baltimore~~Anacostia ~~development~~River ~~company,~~at ~~to jointly develop~~ the ~~remaining~~base ~~lands~~ of ~~our~~South ~~Windlass~~Capitol ~~Run~~Street ~~Business~~less ~~Park,~~than ~~located~~half ~~in Middle River, MD, into~~ a ~~multi-building~~mile ~~business~~down ~~park~~river ~~consisting~~from ofour ~~approximately~~Riverfront ~~329,000~~on ~~square~~the ~~feet~~Anacostia ~~of single-story office and retail space~~property. ~~The~~This ~~project~~property ~~will~~is ~~take~~currently ~~place~~under inlease ~~several~~to ~~phases.~~Vulcan ~~Construction~~Materials offor ~~the~~use ~~first~~as ~~phase,~~a ~~which~~concrete ~~includes~~batch ~~two~~plant ~~office~~through ~~buildings~~2026. ~~and~~In ~~two~~March ~~retail buildings totaling 100~~2017,~~030-square-feet~~ ~~(inclusive~~reconstruction of ~~27,950 retail), commenced in~~ the ~~fourth~~bulkhead ~~quarter of 2017 and~~ was completed inat ~~January~~a ~~2019.~~cost Atof ~~December 31, 2024 Phase I was 78~~$4.6%2 ~~leased~~million ~~and~~in ~~occupied,~~anticipation ~~the~~of ~~subsequent~~future ~~phases~~high-rise ~~will follow as each phase is stabilized~~development. The Innet ~~2024,~~book ~~the~~value ~~partnership~~of ~~agreed~~this toproperty ~~spend~~is ~~up to~~ $17.0 million dollars to amend and modify 218,620 square feet of office and retail development for 153 for rent residential units, up to four (4) one-acre retail lots for ground lease opportunities, and maintain the flexibility to construct a single-story office building totaling 21,760 square feet.

53)~~Estero:~~Hampstead InTrade ~~August~~Center: ~~2022,~~The ~~the~~Hampstead ~~Company~~Trade ~~invested~~Center ~~$3.6~~property ~~million~~in ~~for~~Carroll aCounty, ~~16%~~MD ~~interest~~is in a ~~joint~~118-acre ~~venture~~parcel ~~with~~located ~~Woodfield~~adjacent ~~Development~~ to ~~purchase~~the ~~and~~State ~~develop~~Route 4630 ~~acres~~bypass. inThe ~~Estero,~~parcel FLwas ~~into~~previously azoned ~~mixed-use~~for ~~project~~industrial ~~with 596 multifamily units~~use, ~~60,000~~but ~~square~~our ~~feet~~request offor ~~commercial~~rezoning ~~space,~~for ~~20,000~~residential ~~square~~use ~~feet~~was ofapproved ~~office~~in ~~space~~December ~~and~~2018. aManagement ~~boutique~~believes ~~170-key~~this ~~hotel.~~to ~~While~~be ~~the~~a ~~joint~~higher ~~venture~~and ~~attempts~~better touse ~~rezone~~of the property,. ~~the~~We ~~Company~~are ~~will~~fully ~~receive~~engaged ain ~~preferred~~the ~~return~~formal process of 8%seeking ~~with~~PUD anentitlements ~~option~~for tothis ~~roll~~tract, ~~its~~which ~~investment~~is ~~into~~now ~~equity~~known inas ~~the~~“Hampstead ~~vertical~~Overlook”. ~~development~~This orproperty ~~exit~~is atclassified ~~that~~as ~~point.~~Real ~~Vertical~~estate ~~construction~~held isfor ~~expected~~investment, toat ~~commence~~cost inon ~~2025~~the balance sheet.

64)~~Buzzard~~Windlass ~~Point~~Run: In ~~November~~March ~~2022~~2016, the Company entered into aan ~~contribution~~ agreement with ~~MRP~~St. ~~and~~Johns ~~Steuart~~Properties ~~Investment~~Inc., ~~Company~~a ~~(SIC)~~Baltimore ~~regarding~~development ~~potential~~company, ~~development~~to jointly develop the remaining lands of anour ~~estimated~~Windlass ~~1,200~~Run ~~multifamily~~Business ~~units~~Park, located in ~~four~~Middle ~~phases~~River, onMD, ~~land~~into ~~owned~~a bymulti-building ~~SIC~~business park consisting of approximately 329,000 square feet of single-story office and retail space. The ~~Company~~project ~~entered~~will ~~into~~take aplace ~~separate~~in ~~agreement~~several ~~with~~phases. ~~MRP~~Construction toof ~~perform~~the ~~pre~~first phase, which includes two office buildings and two retail buildings totaling 100,030-~~development~~square-feet ~~obligations~~(inclusive ~~for~~of 27,950 retail), commenced in the ~~contribution~~fourth ~~agreement~~quarter of 2017 and was completed in January 2019. ~~The~~At ~~Company~~December 31, ~~owns~~2025 50Phase I was 87.2% ofleased and occupied. In 2024, the partnership ~~with~~agreed ~~MRP~~to spend up to $1.0 million dollars to amend and modify 218,620 square feet of office and retail development for 153 for rent residential units, up to four (4) one-acre retail lots for ground lease opportunities, and maintain the flexibility to construct a single-story office building totaling 21,760 square feet.

75)~~Woven~~Aberdeen Overlook: In ~~August~~October ~~2023~~2021, the Company entered into ana loan agreement with ~~Woodfield~~CBR ~~Development~~Aberdeen, LLC for ~~the~~$31.1 ~~acquisition~~million ~~and development of a mixed-use project known as “Woven”~~ in ~~Greenville,~~exchange ~~SC,~~for ~~to consist of~~ an ~~estimated~~interest ~~214~~rate ~~multifamily~~of ~~units~~10% and ~~10,000~~a ~~square~~20% ~~feet~~preferred ofreturn ~~retail~~after ~~space.~~which ~~The~~the ~~joint~~Company ~~venture~~ is inalso ~~the~~entitled ~~pre-development~~to ~~and~~a ~~pre-closing~~portion ~~phase in pursuit~~ of ~~vertical~~proceeds ~~construction~~from ~~closing~~sales ~~conditions.~~from ~~The~~a ~~Company~~residential ~~owns~~land ~~50%~~development atin ~~this~~Harford ~~time with final ownership to be determined based upon contributions by the partners~~County, ~~land contributors, and other investors~~MD. ~~Vertical construction is expected to commence in 2025.~~

86)~~Altman~~Estero: WeIn ~~entered~~August ~~into~~2022, ~~two~~the ~~new~~Company ~~joint~~invested ~~venture~~$3.6 ~~agreements~~million for a 16% interest in ~~early~~a ~~2024~~joint venture with ~~Altman~~Woodfield ~~Logistics~~Development ~~Properties~~to ~~(formerly~~purchase ~~doing~~and ~~business~~develop as46 ~~BBX~~acres ~~Logistics).~~in ~~The~~Estero, ~~first~~FL ~~joint~~into ~~venture~~a ismixed-use aproject ~~200~~with 596 multifamily units, 60,000 square~~-foot~~ ~~warehouse~~feet ~~development~~of ~~project~~commercial ~~in Lakeland~~space, FL20,000 square feet of office space and ~~the~~a ~~second~~boutique 170-key hotel. While the joint venture isrezoned athe ~~182~~property,~~000~~ ~~square-foot~~the ~~warehouse~~Company ~~redevelopment~~received ~~project~~a inpreferred ~~Broward~~return ~~County,~~of ~~FL.~~8% Wewith ~~anticipate~~an ~~construction~~option to ~~start~~roll onits ~~both~~investment ~~projects~~into equity in the ~~second~~vertical ~~quarter~~development ofor exit at that point. On September 12, 2025, we secured construction financing for the first phase (296 multifamily units and 28,745 square feet of retail) and agreed to invest $7.7 million to maintain our 16% interest.

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7)Buzzard Point: In November 2022, the Company entered into a contribution agreement with MRP and Steuart Investment Company (SIC) regarding potential development of an estimated 1,200 multifamily units in four phases on land owned by SIC. The Company entered into a separate agreement with MRP to perform pre-development obligations for the contribution agreement. The Company owns 50% of the partnership with MRP.

8)Woven: In August 2023, the Company entered into an agreement with Woodfield Development for the acquisition and development our third multifamily project in Greenville, SC. On May 30, 2025, we secured construction financing for the $87.8M project with 214 units and 13,500 square feet of ground floor retail that is eligible to receive South Carolina Textile Rehabilitation Credits upon substantial completion and received Special Source Credits equal to 50% of the real estate taxes for a period of 20 years. The project broke ground during the 3rd quarter and substantial completion of the project is expected in late 2027.

9)We entered into two new joint venture agreements in early 2024 with Altman Logistics. The first joint venture is a 201,420 square-foot warehouse development project in Lakeland, FL, and the second joint venture is a two building 183,215 square-foot warehouse redevelopment project in Broward County, FL. We closed on both construction loans in March, 2025 and construction commenced in the second quarter of 2025. Substantial completion of both projects is expected in the second quarter of 2026. On October 21, 2025 we purchased the interests of Altman Logistics in these two joint ventures and now own 100% of both of these projects.

10)Camp Lake: On July 23, 2025, we entered into a joint venture agreement with Strategic Real Estate Partners (“SREP”), a private real estate development firm which specializes in industrial real estate development, to develop 377,892 square feet in two warehouses in Lake County, Florida near Orlando, with options for investment in additional industrial warehouses on adjacent properties in the future. Substantial completion of the first warehouse is expected in the first quarter of 2027.

11)Altman Logistics business acquisition: On October 21, 2025, the Company completed the closing on its Purchase and Sales Agreement to acquire the business operations and development pipeline of Altman Logistics Properties, LLC, an operating platform of BBX Capital. The following table details the projects purchased and the square feet (SF) of the warehouses:

City

Street Address

36’ Clear Height SF

Ownership Acquired

Status

Delray Beach, FL

14130 S State Rd. 7

199,476

10%(1)

Substantial completion Q1 2026

Delray Beach, FL

14130 S State Rd. 7

392,976

10% (1)

Land for 2 warehouses

Hamilton, NJ

600 Horizon Dr.

170,800

8.5% (1)

Substantial completion Q1 2026

Parsippany, NJ

8 Lanidex Plaza W.

140,031

10% (1)

Substantial completion Q2 2026

Southwest Ranches, FL

SW 202nd Ave. & Sheridan St.

335,617

Land acquisition contract 2026

(1) General Partner investment, distributions will be based upon waterfall model.

Multifamily Segment.

At December 31, ~~2024~~2025, this segment was invested in the following stabilized multifamily joint ventures:

1)Dock 79: In 2014, approximately 2.1 acres (Phase I) of the total 5.8-acres was contributed to a joint venture owned by the Company (77%) and our partner, MRP Realty (23%), and construction commenced in October 2014 on a 305-unit residential apartment building with approximately 14,430 square feet of first floor retail space. ~~Lease-up commenced in May 2016 and rent stabilization of the residential units of 90% occupied was achieved in the third quarter of 2017.~~ The ~~attainment~~property ofis ~~stabilization~~located resulted in a change of control for accounting purposes as the veto rights of the minority shareholder lapsed and the Company became the primary beneficiary. As such, beginning July 1, 2017, the Company consolidated the assets (at current fair value based on aPotomac ~~third-party~~Avenue ~~opinion), liabilities and operating results of the joint venture. This consolidation resulted~~ in ~~a gain on remeasurement of investment in real estate partnership of $60~~Washington,~~196,000~~ ~~of which $20~~DC,~~469,000~~ was attributed to the noncontrolling interest. The Company used the fair value amount to calculate adjusted ownership under the Conversion election. As such for financial reporting purposes effective July 1, 2017 the Company ownership is based upon this substantive profit-sharing arrangement and is 66.0% on a prospective basis. During fourth quarter 2022, as part of our new partnership with SIC and MRP, we sold a 20% interest in a tenancy-in-common of Dock 79 where FRP Holdings, Inc. is the majority partner with a 52.8% ownership.

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across the street from the Nationals Park and is part of a four-phase master development know as Riverfront on the Anacostia. Lease-up commenced in May 2016 and rent stabilization of the residential units of 90% occupied was achieved in the third quarter of 2017. The attainment of stabilization resulted in a change of control for accounting purposes as the veto rights of the minority shareholder lapsed and the Company became the primary beneficiary. As such, beginning July 1, 2017, the Company consolidated the assets (at current fair value based on a third-party opinion), liabilities and operating results of the joint venture. This consolidation resulted in a gain on remeasurement of investment in real estate partnership of $60,196,000 of which $20,469,000 was attributed to the noncontrolling interest. The Company used the fair value amount to calculate adjusted ownership under the Conversion election. As such for financial reporting purposes effective July 1, 2017 the Company ownership is based upon this substantive profit-sharing arrangement and is 66.0% on a prospective basis. During fourth quarter 2022, as part of our new partnership with SIC and MRP, we sold a 20% interest in a tenancy-in-common of Dock 79 where FRP Holdings, Inc. is the majority partner with a 52.8% ownership.

2)The Maren: On May 4, 2018, the Company and MRP Realty formed a Joint Venture to develop the second phase only of the four-phase master development known as Riverfront on the Anacostia in Washington, D.C. The purpose of the Joint Venture is to develop and own a 250,000-square-foot mixed-use development which supports 264 residential units and 6,758 square feet of retail. Lease-up commenced in March 2020 and rent stabilization of the residential units of 90% occupied was achieved in March 2021. Reaching stabilization results in a change of control for accounting purposes as the veto rights of the minority shareholder lapsed and the Company became the primary beneficiary. As such, beginning March 31, 2021, the Company consolidated the assets (at fair value), liabilities and operating results of the joint venture. This consolidation resulted in a gain on remeasurement of investment in real estate partnership of $51,139,000 of which $13,965,000 was attributed to the noncontrolling interest. In accordance with the terms of the Joint Venture agreements, the Company used the fair value amount at date of conversion and calculated an adjusted ownership under the Conversion election. As such for financial reporting purposes effective March 31, 2021 the Company ownership is based upon this substantive profit-sharing arrangement and is 70.41% on a prospective basis as agreed to by FRP and MRP. During fourth quarter 2022, as part of our new partnership with SIC and MRP, we sold a 20% interest in a tenancy-in-common of The Maren where FRP Holdings, Inc. is the majority partner with a 56.3% ownership.

3)Riverside: On December 23, 2019 the Company and Woodfield formed a joint venture to develop a 200-unit residential apartment project located at 1430 Hampton Avenue, Greenville, SC. The project is located in an Opportunity Zone, which provides tax benefits in the new communities’ development program as established by Congress in the Tax Cuts and Jobs Act of 2017. The Company contributed $6.2 million in exchange for a 40% ownership in the joint venture.

4)Bryant Street: On December 24, 2018 the Company and MRP Realty formed four partnerships to purchase and develop approximately five acres of land in an Opportunity Zone at 500 Rhode Island Ave NE, Washington, D.C. This first phase is a mixed-use development which supports 487 residential units and 91,520 square feet of first floor and stand-alone retail on approximately five acres of the roughly 12-acre site. The Company converted its preferred equity to common on January 1, 2024 increasing its ownership to 72.1%.

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5).408 Jackson: In December 2019, the Company entered into a joint venture with a new partner, Woodfield Development, for the acquisition and development of a mixed-use project known as “.408 Jackson” in an Opportunity Zone in Greenville, SC. Woodfield specializes in Class-A multifamily, mixed-use developments primarily in the Carolinas and DC. The project is located across the street from Greenville’s minor league baseball stadium and holds 227 multifamily units and 4,539 square feet of retail space. The Company owns 40% of the development.

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6)The Verge: On December 20, 2019 the Company and MRP formed a joint venture to acquire and develop a mixed-use project located in a Opportunity Zone at 1800 Half Street, Washington, D.C. This property is located in the Buzzard Point area of Washington, DC, less than half a mile downriver from Dock 79 and The Maren. It lies directly between our two acres on the Anacostia currently under lease by Vulcan and Audi Field, the home stadium of the DC United. The eleven-story structure has 344 apartments and 8,536 square feet of ground floor retail. The Company owns 61.37% of the partnership.

Five Year Summary

(Amounts in thousands except per share amounts)

Years Ended December 31,

2024

2023

2022

2021

2020

2025

2024

2023

2022

2021

Summary of Operations:

Revenues

4142,~~774~~846

41,~~506~~774

3741,~~481~~506

3137,~~220~~481

2331,~~583~~220

Operating profit

117,~~704~~028

11,~~700~~704

711,~~996~~700

27,~~274~~996

52,~~134~~274

Interest expense

(32,~~150~~967)

(43,~~315~~150)

(34,~~045~~315)

(23,~~304~~045)

(12,~~100~~304)

Net income

62,~~460~~962

46,~~882~~460

4,~~047~~882

404,~~094~~047

1140,~~722~~094

Income (loss) attributable to noncontrolling interest

75(368)

~~(420)~~75

(~~518~~420)

~~11,879~~(518)

~~(993)~~11,879

Net income attributable to the Company

63,~~385~~330

56,~~302~~385

45,~~565~~302

284,~~215~~565

1228,~~715~~215

Per Common Share:

Basic

0.3418

0.2834

0.2428

10.5124

01.6651

Diluted

0.3418

0.2834

0.2428

10.5024

01.6650

Financial Summary:

Property and equipment, net

~~407~~448,~~439~~542

~~367~~407,~~320~~439

367,~~158~~320

~~350~~367,~~665~~158

~~203~~350,~~140~~665

Total assets

~~728~~735,~~485~~145

~~709~~728,~~166~~485

~~701~~709,~~084~~166

~~678~~701,~~190~~084

~~536~~678,~~360~~190

Long-term debt

~~178~~192,~~853~~554

178,~~705~~853

178,~~557~~705

178,~~409~~557

89178,~~964~~409

Shareholders' equity

~~423~~428,~~103~~513

~~414~~423,~~520~~103

~~407~~414,~~145~~520

~~396~~407,~~423~~145

~~367~~396,~~654~~423

Net Book Value per common share

$22.42

~~22.21~~

2122.8521

21.5285

21.0652

1921.6306

Other Data:

Weighted average common shares - basic

18,~~882~~967

18,~~840~~882

18,~~772~~840

18,~~710~~772

1918,~~161~~710

Weighted average common shares - diluted

1819,~~970~~015

18,~~922~~970

18,~~870~~922

18,~~794~~870

1918,~~219~~794

Number of employees

1925

1519

1315

1413

1314

3839

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Quarterly Results (unaudited)

(Dollars in thousands except per share amounts)


	For the Quarter Ended					Total Fiscal Year 2025
	March 31, 2025		June 30, 2025	September 30, 2025	December 31, 2025
Revenues	$	10,306	10,850	10,775	10,915	42,846
Operating profit	$	2,325	1,657	1,363	1,683	7,028
Net income (loss)	$	1,634	624	565	139	2,962
Net income attributable to the Company	$	1,710	578	662	380	3,330
Earnings per common share (a):
Net income attributable to the Company-
Basic	$	0.09	0.03	0.03	0.02	0.18
Diluted	$	0.09	0.03	0.03	0.02	0.18
Market price per common share (b):
High	$	31.52	28.95	27.49	25.47	31.52
Low	$	27.55	26.30	24.30	22.33	22.33


	For the Quarter Ended					Total Fiscal Year 2024
	March 31, 2024		June 30, 2024	September 30, 2024	December 31, 2024
Revenues	$	10,133	10,477	10,633	10,531	41,774
Operating profit	$	2,882	2,820	3,083	2,919	11,704
Net income	$	1,335	2,059	1,379	1,687	6,460
Net income attributable to the Company	$	1,301	2,044	1,361	1,679	6,385
Earnings per common share (a):
Net income attributable to the Company-
Basic	$	0.07	0.11	0.07	0.09	0.34
Diluted	$	0.07	0.11	0.07	0.09	0.34
Market price per common share (b):
High	$	31.78	31.07	30.48	32.48	32.48
Low	$	28.64	29.01	27.48	29.00	27.48

	For the Quarter Ended					Total Fiscal Year 2023
	March 31,2023		June 30,2023	September 30,2023	December 31,2023
Revenues	$	10,114	10,696	10,591	10,105	41,506
Operating profit	$	2,854	2,767	2,896	3,183	11,700
Net income	$	406	492	1,099	2,885	4,882
Net income attributable to the Company	$	565	598	1,259	2,880	5,302
Earnings per common share (a):
Net income attributable to the Company-
Basic	$	0.03	0.03	0.13	0.15	0.28
Diluted	$	0.03	0.03	0.13	0.15	0.28
Market price per common share (b):
High	$	29.50	30.52	29.34	32.34	32.34
Low	$	26.89	26.41	26.99	26.60	26.41

(a)Earnings per share of common stock is computed independently for each quarter presented. The sum of the quarterly net earnings per share of common stock for a year may not equal the total for the year due to rounding differences.

(b)All prices represent high and low daily closing prices as reported by The Nasdaq Stock Market.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion includes a non-GAAP financial measure within the meaning of Regulation G promulgated by the Securities and Exchange Commission to supplement the financial results as reported in accordance with GAAP. The non-GAAP financial measure discussed is pro-rata net operating income (NOI). The Company uses this metric to analyze its continuing operations and to monitor, assess, and identify meaningful trends in its operating and financial performance. This measure is not, and should not be viewed as, a substitute for GAAP financial measures. Refer to “Non-GAAP Financial Measure” below in this annual report ~~for a more detailed discussion, including reconciliations of this non-GAAP financial measure to its most directly comparable GAAP financial measure.~~

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for a more detailed discussion, including reconciliations of this non-GAAP financial measure to its most directly comparable GAAP financial measure.

Executive Overview

FRP Holdings, Inc. (“FRP” or the “Company”) is a real estate development, asset management and operating company business. Our properties are located in the Mid-Atlantic and southeastern United States and consist of:

Residential/mixed-use apartments in Washington, D.C., Greenville, SC, and Florida;

Warehouse or office properties in Maryland, New Jersey and Florida either existing or under development;

Mining royalty lands, some of which will have second lives as development properties;

Properties held for sale.

We believe our present capital structure, liquidity and land provide us with years of opportunities to increase recurring revenue and long-term value for our shareholders. We intend to focus on our core business activity of real estate development, asset management and operations. We are developing a broad range of asset types that we believe will provide acceptable rates of return, grow recurring revenues and support future growth. Capital commitments will be funded with cash proceeds from completed projects, existing cash, owned-land, partner capital and financing arrangements. Timing of projects may be subject to delays caused by factors beyond our control.

Reportable Segments

We conduct all of our business in the following four reportable segments: (1) multifamily (2) industrial and commercial (3) mining royalty lands and (4) development. For more information regarding our reportable segments, see Note 10. Business Segments of our consolidated financial statements included in this annual report.

Multifamily Segment.

As of December 31, ~~2024~~2025 the Multifamily segment included six stabilized joint ventures which own and manage apartment buildings and any associated retail. These assets create revenue and cash flows through tenant rental payments and reimbursements for building operating costs. The Company’s residential units typically lease for 12 – 15- month lease terms. If no notice to move out or renew is made, then the leases go month-to-month until notification of termination or renewal is received. Renewal terms are typically 9 – 12 months. The Company also leases retail spaces at apartment/mixed-use properties. The retail leases are typically 10 - 15- year leases with options to renew for another five years. Retail leases at these properties also include percentage rents which collect on average 3-6% of annual sales when a tenant exceeds a breakpoint stipulated by each individual lease. All base rent revenue is recognized on a straight-line basis. The major cash outlays incurred in this segment are for property taxes, full service maintenance, property management, utilities and marketing. ~~The six multifamily properties are as follows:~~

Property and Occupancy	JV Partners	Method of Accounting	% Ownership
Dock 79, Washington, D.C., 305 apartment units and 14,430 square feet of retail	MRP Realty & Steuart Investment Company	Consolidated	52.8%
The Maren, Washington, D.C., 264 residential units and 6,811 square feet of retail	MRP Realty & Steuart Investment Company	Consolidated	56.33%

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The Verge, Washington, D.C., 344 apartment units and 8,536 square feet of retail.	MRP Realty	Equity Method	61.37%
Riverside, Greenville, SC, 200 apartment units	Woodfield Development	Equity Method	40%
Bryant Street, Washington D.C., 487 apartment units and 91,520 square feet of retail	MRP Realty	Equity Method	72.10%
.408 Jackson, Greenville, SC, 227 apartment units and 4,539 square feet of retail.	Woodfield Development	Equity Method	40%

Industrial and Commercial Segment.

The Industrial and Commercial segment owns, leases and manages commercial properties. These assets create revenue and cash flows through tenant rental payments, lease management fees and reimbursements for building operating costs. The Company’s industrial warehouses typically lease for terms ranging from 3 – 10 years often with one or two renewal options. All base rent revenue is recognized on a straight-lined basis. All of the commercial warehouse leases are triple net and common area maintenance costs (CAM Revenue) are billed monthly, and insurance and real estate taxes are billed annually. Office leases are also recognized on a straight-lined basis. The major cash outlays incurred in this segment are for operating expenses, real estate taxes, building repairs, lease commissions and other lease closing costs, construction of tenant improvements, capital to acquire existing operating buildings and closing costs related thereto and personnel costs of our property management team.

As of December 31, 2024, the Industrial and Commercial Segment includes nine buildings at four commercial properties owned by the Company in fee simple as follows:

2)155 E. 21st Street in Duval County, FL was an office building property that remains under lease through March 2026. We permitted the tenant to demolish all structures on the property during 2018.

4)Hollander 95 Business Park in Baltimore City, MD consists of three industrial buildings totaling 247,340 square feet that are 100.0% leased and occupied.

Management focuses on several factors to measure our success on a comparative basis in this segment. The major factors we focus on are (1) net operating income growth, (2) growth in occupancy, (3) average annual occupancy rate (defined as the occupied square feet at the end of each month during a fiscal year divided by the number of months to date in that fiscal year as a percentage of the average number of square feet in the portfolio over that same time period), (4) tenant retention success rate (as a percentage of total square feet to be renewed), (5) building and refurbishing assets to meet Class A and Class B institutional grade classifications, and (6) reducing complexities and deferred capital expenditures to maximize sale price.

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lined basis. The major cash outlays incurred in this segment are for operating expenses, real estate taxes, building repairs, lease commissions and other lease closing costs, construction of tenant improvements, capital to acquire existing operating buildings and closing costs related thereto and personnel costs of our property management team.

Mining Royalty Lands Segment.

Our Mining Royalty Lands segment owns several properties comprising approximately 16,~~648~~640 acres currently under lease for mining rents or royalties (excluding the 4,280 acres owned by our Brooksville joint venture with Vulcan Materials). Other than one location in Virginia, all of these properties are located in Florida and Georgia. The Company leases land under long-term leases that grant the lessee the right to mine and sell sand and stone deposits from our property in exchange for royalty payments. A typical lease has an option to extend the lease for additional terms. The typical lease in this segment requires the tenant to pay us a royalty based on the number of tons of mined materials sold from our property during a given fiscal year multiplied by a percentage of the average annual sales price per ton sold. As a result of this royalty payment structure, we do not bear the cost risks associated with the mining operations, however, we are subject to the cyclical nature of the construction markets in these states as both volumes and prices tend to fluctuate through those cycles. In certain locations, typically where the sand and stone deposits on our property have been depleted but the tenant still has a need for the leased land, we collect a minimum annual rental amount. In the year ended December 31, ~~2024~~2025, aggregate royalty tons sold were 9.604 million.

The major expenses in this segment are comprised of collection and accounting for royalties, management’s oversight of the mining leases, land entitlement for post-mining uses and property taxes at our non-leased locations and at our Grandin location which, unlike our other leased mining locations, are not entirely paid by the tenant. As such, our costs in this business are very low as a percentage of revenue, are relatively stable and are not affected by increases in production at our locations. Our current mining tenants are Vulcan Materials, Martin Marietta, Cemex, ~~Summit~~Quikrete ~~Materials~~ and The Concrete Company.

~~Additionally~~In late 2023, ~~these~~the ~~locations~~Central ~~provide~~Florida usExpressway Authority (CFX) used its eminent domain power to take title to approximately 27.6 acres from the southern boundary of a parcel of the Company’s approximately 1,196-acre Lake Louisa property that is leased to Cemex. As required by Florida law, CFX deposited $2,582,000 into the registry of the Court, representing CFX’s good faith estimate of the value of the condemned property. As the Company’s tenant, Cemex is claiming a portion of the funds ultimately paid by CFX as business damages. The Company is litigating with ~~opportunities~~CFX ~~for~~over ~~valuable~~the ~~“second~~value ~~lives”~~of ~~for~~the ~~these~~condemned ~~assets~~property. ~~through~~The ~~proper~~condemnation ~~land~~proceeding ~~planning~~is ~~and~~not ~~entitlement~~expected to impact the lease with Cemex.

Significant “2nd life” Mining Lands:

Location	Acreage	Status
Brooksville, FL	4,280 +/-	Development of Regional of Impact and County Land Use and Master Zoning in place for 5,800 residential unit, mixed-use development
Ft. Myers, FL	1,907 +/-	Approval in place for 105, one-acre, waterfront residential lots after mining completed.
Total	6,187 +/-

Development Segment.

Through our Development segment, we own and are continuously monitoring for their “highest and best use” several parcels of land that are in various stages of development. Our overall strategy in this segment is to convert all our non-income producing lands into income production through (i) an orderly process of constructing new commercial and residential buildings for us to own and operate or (ii) a sale to, or joint venture with, third parties. Additionally, our Development segment will purchase land or form joint ventures on new developments of land not previously owned by the Company.

Revenues in this segment are generated predominately from land sales and interim property rents. The significant cash outlays incurred in this segment are for land acquisition costs, entitlement costs, property taxes, design and permitting, the personnel costs of our in-house management team and horizontal and vertical construction costs.

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~~Development~~Revenues ~~Segment~~in –this ~~Industrial~~segment are generated from management fee revenues from our joint venture partners and ~~Commercial~~interim ~~Land~~property rents. The significant cash outlays incurred in this segment are for land acquisition costs, entitlement costs, property taxes, design and permitting, and the personnel costs of our in-house management team (included in general and administrative expenses) and horizontal and vertical construction costs.

AtJoint ~~December 31,~~ventures ~~2024,~~where ~~this~~FRP ~~segment~~is ~~owned~~not the primary beneficiary (including those in the Multifamily Segment) are reflected in the line “Investment in joint ventures” on the balance sheet and “Equity in loss of joint ventures” on the income statement. The following ~~future~~table ~~development~~summarizes ~~parcels~~the Company’s investments in unconsolidated joint ventures (in thousands):


	FRP Ownership		The Company's Total Investment in Partnership		The Company's Share of Assets of the Partnership	The Company's Share of Debt of the Partnership	The Company's Share of Profit (Loss) of the Partnership

As of December 31, 2025
Brooksville Quarry, LLC	50.00	%	$	7,530	7,202	—	(45)
BC FRP Realty, LLC	50.00	%	5,013		11,880	6,866	387
Buzzard Point Sponsor, LLC	50.00	%	2,569		2,569	—	—
Bryant Street Partnerships	72.08	%	59,334		134,196	78,389	(5,662)
Lending ventures	—	%	14,803		—	—	—
Industrial Partnerships	9.63	%	8,477		11,551	4,510	—
Greenville Woven	64.85	%	12,231		13,957	1,142	—
Estero Partnership	16.00	%	7,008		10,797	1,318	—
The Verge Partnership	61.37	%	34,226		74,991	42,037	(2,615)
Greenville Partnerships	40.00	%	1,062		35,815	32,042	(1,170)
Total			$	152,253	302,958	166,304	(9,105)

2)17 acres of land in Harford County, MD that can accommodate 258,000 square foot speculative warehouse project on Chelsea Road under construction due to be complete in the second quarter of 2025.

3)170 acres of land located at 765 Mechanics Valley Road in Cecil County, MD that can accommodate 900,000 square feet of industrial development.

We also have three properties that were either spun-off to us from Florida Rock Industries in 1986 or acquired by us from unrelated third parties. These properties are being prepared for their highest and best use and will either be sold or contributed as equity in a joint venture. We are often able to lease these properties on an interim basis for an income stream while we wait for the development market to mature.

Development Segment - Significant Investment Lands Inventory:

Location	Approx. Acreage	Status	NBV
Riverfront on the Anacostia Phases III-IV	2.3	Conceptual design program ongoing	$7,533,000
Hampstead Trade Center, MD	118	Seeking PUD in preparation for sale	$11,856,000
Square 664E, on the Anacostia River in DC	2	Under lease to Vulcan Materials as a concrete batch plant through 2026	$7,194,000
Total	122.4		$26,583,000

Development Segment - Investments in Joint Ventures

The third leg of our Development Segment consists of investments in joint ventures for properties in development. The Company has investments in joint ventures, primarily with other real estate developers which are summarized below:

Property	JV Partner	Status	% Ownership
Brooksville Quarry, LLC near Brooksville, FL	Vulcan Materials Company	Future planned residential development of 4,280 acres which are currently subject to mining lease	50%
BC FRP Realty, LLC for 35 acres in Maryland	St John Properties	329,000 square-foot, multi-building business park 78.6% leased. Pre-development for 153 single family rental homes, four retail lots, and an office building	50%

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Aberdeen Overlook residential development in Harford County, MD		$31.1 million in exchange for an interest rate of 10% and a 20% preferred return after which the Company is also entitled to a portion of proceeds from sale	Financing
Estero, FL	Woodfield Development	Pre-development activities for a mixed-use project with 596 multifamily units, 60,000 square feet of commercial space, 20,000 square feet of office space and a boutique 170-key hotel. Construction is expected to commence in 2025.	16%
FRP/MRP Buzzard Point Sponsor, LLC	MRP Realty	Pre-development activities for first phase of property owned by Steuart Investment Company (SIC) under a Contribution and Pre-Development Agreement between this partnership and SIC	50%
Woven property in Greensville, SC	Woodfield Development	Pre-development activities for a mixed-use project with approximately 214 multifamily units and 10,000 square feet of retail space. Vertical construction is expected to commence in 2025.	50%
Lakeland, FL	Altman Logistics Properties (formerly doing business as BBX Logistics)	Pre-development activities for a 200,000 square foot class A warehouse. We plan to commence construction in the second quarter of 2025 at which time the Company's ownership increases to 90%.	50%
Broward County, FL	Altman Logistics Properties (formerly doing business as BBX Logistics)	Pre-development activities for 182,000 square feet of industrial product. We plan to commence construction in the second quarter of 2025 at which time the Company's ownership increases to 80%.	50%

The major classes of assets, liabilities and equity of the Company’s unconsolidated joint ventures as of December 31, 2025 are summarized in the following two tables (in thousands):

Joint ventures where FRP is not the primary beneficiary (including those in the Multifamily Segment) are reflected in the line “Investment in joint ventures” on the balance sheet and “Equity in loss of joint ventures” on the income statement. The following table summarizes the Company’s investments in unconsolidated joint ventures (in thousands):


	As of December 31, 2025
	Buzzard Point Sponsor, LLC		Bryant Street Partnership	Estero Partnership	Verge Partnership	Greenville Partnership	Total Multifamily

Investments in real estate, net	$	0	174,479	59,843	119,954	107,656	$	461,932
Cash and restricted cash	0		3,643	7,406	1,728	3,109	15,886
Unrealized rents & receivables	0		6,783	235	374	92	7,484
Deferred costs	5,138		1,284	0	138	201	6,761
Total Assets	$	5,138	186,189	67,484	122,194	111,058	$	492,063

Secured notes payable	$	0	108,760	8,235	68,498	81,865	$	267,358
Other liabilities	0		2,363	3,331	1,509	4,660	11,863
Capital – FRP	2,569		56,735	6,828	31,952	12,385	110,469
Capital – Third Parties	2,569		18,331	49,090	20,235	12,148	102,373
Total Liabilities and Capital	$	5,138	186,189	67,484	122,194	111,058	$	492,063


	As of December 31, 2025
		Industrial Partnerships		Brooksville Quarry, LLC		BC FRP Realty, LLC	Lending Ventures	Total Multifamily	Grand Total

Investments in real estate, net		$	119,215	$	14,350	21,539	11,318	461,932	$	628,354
Cash and restricted cash		760		53		1,347	0	15,886	18,046
Unrealized rents & receivables		0		0		548	0	7,484	8,032
Deferred costs		0		1		325	0	6,761	7,087
Total Assets		$	119,975	$	14,404	23,759	11,318	492,063	$	661,519

Secured notes payable		$	46,843	$	0	13,731	(3,484)	267,358	$	324,448
Other liabilities		6,163		0		288	0	11,863	18,314
Capital – FRP		7,239		7,530		4,870	14,802	110,469	144,910
Capital - Third Parties		59,730		6,874		4,870	0	102,373	173,847
Total Liabilities and Capital		$	119,975	$	14,404	23,759	11,318	492,063	$	661,519

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	FRPOwnership		The Company's TotalInvestment in Partnership		The Company's Share of Assets ofthe Partnership	The Company's Share of Debt ofthe Partnership	The Company's Share of Profit (Loss) of the Partnership
As of December 31, 2024
Brooksville Quarry, LLC	50.00	%	$	7,579	7,249	—	(44)
BC FRP Realty, LLC	50.00	%	5,722		10,965	5,158	(332)
Buzzard Point Sponsor, LLC	50.00	%	2,446		2,446	—	—
Bryant Street Partnerships	72.10	%	65,248		140,155	77,929	(6,721)
Lending ventures	100.00	%	26,164		16,007	(5,079)	—
Estero Partnership	16.00	%	3,711		6,615	2,560	—
The Verge Partnership	61.37	%	37,148		77,571	41,880	(3,102)
Greenville Partnerships	40.00	%	5,881		39,031	31,932	(1,160)
Total			$	153,899	300,039	154,380	(11,359)

The following table presents the calculation of the Company's pro rata share of certain balance sheet items by segment as of December 31, 2025:

The major classes of assets, liabilities and equity of the Company’s unconsolidated joint ventures as of December 31, 2024 are summarized in the following two tables (in thousands):


Pro rata balance sheet (in thousands)	Multifamily		Industrial and Commercial	Mining Royalty Lands	Development	Corporate	Total

Consolidated assets	$	329,303	62,260	47,729	187,237	108,616	$	735,145
Investments in unconsolidated joint ventures	(94,622)			(7,530)	(50,101)		(152,253)
Company's share of assets in unconsolidated joint ventures	245,002			7,202	50,754		302,958
Noncontrolling interest in consolidated assets	(105,761)				(790)	(1,764)	(108,315)
Pro rata assets	$	373,922	62,260	47,401	187,100	106,852	$	777,535

Consolidated secured notes payable	179,001				13,553		192,554
Company's share of debt in unconsolidated joint ventures	153,610				12,694		166,304
Noncontrolling interest in consolidated debt	(81,407)						(81,407)
Pro rata debt	$	251,204	—	—	26,247	—	$	277,451

Pro rata assets less debt	$	122,718	62,260	47,401	160,853	106,852	$	500,084
Deferred income taxes							(66,900)
Other liabilities and noncontrolling interest adjustment							(4,671)
Consolidated shareholder's equity							$	428,513

	As of December 31, 2024
	Buzzard PointSponsor, LLC		Bryant StreetPartnership	EsteroPartnership	VergePartnership	GreenvillePartnership	TotalMultifamily
Investments in real estate, net	$	0	180,928	40,733	124,010	94,020	$	439,691
Cash and restricted cash	0		5,348	613	2,001	3,104	11,066
Unrealized rents & receivables	0		6,708	0	250	258	7,216
Deferred costs	4,892		1,406	0	138	195	6,631
Total Assets	$	4,892	194,390	41,346	126,399	97,577	$	464,604
Secured notes payable	$	0	108,084	16,000	68,242	79,829	$	272,155
Other liabilities	0		3,126	856	1,209	2,158	7,349
Capital – FRP	2,446		63,241	3,600	34,874	4,870	109,031
Capital – Third Parties	2,446		19,939	20,890	22,074	10,720	76,069
Total Liabilities and Capital	$	4,892	194,390	41,346	126,399	97,577	$	464,604

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	As of December 31, 2024
		BrooksvilleQuarry, LLC		BC FRPRealty, LLC	Lending Ventures	TotalMultifamily	GrandTotal
Investments in real estate, net		$	14,354	20,956	16,007	439,691	$	491,008
Cash and restricted cash		143		144	0	11,066	11,353
Unrealized rents & receivables		0		517	0	7,216	7,733
Deferred costs		1		313	0	6,631	6,945
Total Assets		$	14,498	21,930	16,007	464,604	$	517,039
Secured notes payable		$	0	10,315	(10,157)	272,155	$	272,313
Other liabilities		0		285	0	7,349	7,634
Capital – FRP		7,579		5,665	26,164	109,031	148,439
Capital - Third Parties		6,919		5,665	0	76,069	88,653
Total Liabilities and Capital		$	14,498	21,930	16,007	464,604	$	517,039

Highlights 2025 compared to 2024:

•48% decrease in Net Income ($3.3 million vs $6.4 million) mainly due to $2.5 million of expenses related to acquiring the Altman Logistics platform. Excluding the $2.5 million of Altman acquisition expenses, adjusted Net income was down $1.1 million primarily due to the Industrial and commercial segment's operating profit decline of $1.4 million.

•0.7% decrease in pro rata NOI ($37.9 million vs $38.1 million) primarily due to a non-recurring $1.85 million minimum royalty payment in last year's third quarter partially offset by a $0.62 million royalty overpayment deduction in the prior year. The one-time, catch-up payment applied to the prior twenty-four months when the tenant failed to meet a production requirement contained in the lease. The revenue from this payment was straight-lined over the life of the lease. Excluding the $1.23 million positive net impact of non-recurring items in last year, adjusted pro rata NOI was up $1.0 million (3%) this year.

•Multifamily segment’s pro rata NOI decreased slightly as improved results at Bryant Street, .408 Jackson and The Verge were offset by reduced occupancy, uncollectable revenue along with higher operating costs and property taxes at Maren and higher than typical maintenance expenses at Dock 79.

•8% decrease in Industrial and Commercial revenue and 14% decrease in that segment’s NOI due to vacancies following an eviction and lease expirations.

•Mining Royalty Lands' Segment's NOI increased slightly. Excluding the $1.23 million non-recurring, positive net impact last year, adjusted pro rata NOI in this segment was up $1.5 million or 11% due to higher royalties per ton.

Executive Summary and Analysis

Results for 2025 were in line with the expectations we outlined earlier this year. Reported net income declined compared to 2024 primarily due to legal expenses associated with the acquisition of Altman Logistics Properties in October 2025. This acquisition was a critical step and tactical change in how we will execute our development strategy and is crucial to pro rata net operating income growth and expanding our asset base for the rest of this decade.

Pro rata Net Operating Income (NOI) for 2025 was down 0.7% compared to the previous year. In 2024, the Mining Royalty Lands segment benefitted from two non-recurring events which had a net positive impact to NOI of ~$1.2M. Adjusting for the $1.2M of non-recurring mining items from 2024, NOI would have been up by ~$1.0M, despite the vacancy and leasing headwinds we faced in our Commercial and Industrial segment.

Looking forward to 2026 and beyond, we will look to generate value in two ways. The first way, and the more immediate return, is through increasing same store industrial and commercial NOI.

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~~The~~Absolutely ~~following~~essential ~~table~~to ~~presents~~that ~~the~~is ~~calculation~~resolving ofour current industrial vacancies (approximately 400,000 square feet) to restore the ~~Company'~~segment’s ~~pro~~occupancy ~~rata~~percentages ~~share~~back ofto ~~certain~~the ~~balance~~levels ~~sheet~~it ~~items~~has bytraditionally ~~segment~~enjoyed. At ascurrent ofmarket ~~December 31~~rents, ~~2024:~~this represents approximately $3-3.5 million in NOI improvement to this segment that can be achieved with minimal capex.

Pro rata balance sheet (in thousands)	Multifamily		Industrial and Commercial	Mining Royalty Lands	Development	Corporate	Total
Consolidated assets	$	347,172	37,527	47,527	144,832	151,427	$	728,485
Investments in unconsolidated joint ventures	(108,277)			(7,579)	(38,043)		(153,899)
Company's share of assets in unconsolidated joint ventures	256,757			7,249	36,033		300,039
Noncontrolling interest in consolidated assets	(109,374)				(15,728)	(2,336)	(127,438)
Pro rata assets	$	386,278	37,527	47,197	127,094	149,091	$	747,187
Consolidated secured notes payable	178,853						178,853
Company's share of debt in unconsolidated joint ventures	151,741				2,639		154,380
Noncontrolling interest in consolidated debt	(81,340)						(81,340)
Pro rata debt	$	249,254	—	—	2,639	—	$	251,893
Pro rata assets less debt	$	137,024	37,527	47,197	124,455	149,091	$	495,294
Deferred income taxes							(67,688)
Other liabilities and noncontrolling interest adjustment							(4,503)
Consolidated shareholder's equity							$	423,103

The second way we will generate value is through our development segment. We have three industrial assets under development in Lakeland and Broward County, FL and Minneola, FL, totaling 762,085 square feet of new, Class A industrial space. At lease-up stabilization, these assets represent approximately $9.3M in NOI attributable to the Company. Just as important if not more so was the acquisition of Altman Logistics in late 2025. This purchase included not only equity interests in joint ventures currently under development, but also key personnel who fill roles that were already envisioned as part of our development strategy. These new employees broaden our real estate development capabilities and do so in a manner which we expect to be highly accretive to the business. Prior to this transaction, our only method for expanding outside the Mid-Atlantic was through joint ventures. We saved the time and money of not having to hire new employees and open a new office, but the tradeoff was development fees and equity in successful projects. Through this acquisition, we have not only filled roles necessary to future growth with proven talent, but done so with employees based in markets beyond our historic development footprint that we previously needed joint ventures to enter. The additional cashflows generated from the future sale of our minority interests acquired in the Altman transaction will help fuel our newly expanded development platform. Far more important in terms of strategy and tactics, is the flexibility this transaction gives the Company. We are now able to execute both in-house development as well as fee development, or a hybrid of the two, and do so while generating equity for shareholders rather than giving it up. By acquiring Altman Logistics and its platform, through both the equity interest in projects currently under development and the team that came with it, we are in the markets we want to be in, have the people we need to grow, have projects underway capable of carrying the cost of this human capital, and can scale beyond our current size disproportionately to G&A growth and in lieu of bringing on additional JV partners. We have enhanced our flexibility in how we grow, can earn development fees instead of paying them, can generate equity in successful projects instead of giving it up, and compound these savings into additional projects under the same platform. The combination of development fees and loss in equity on a project can range from 3-15% of total project costs, so reversing that flow of cash and equity is not insignificant to the Company in terms of future earnings, cash flow, and NAV growth.

Executive Summary and Analysis – In the fourth quarter, the Company saw a 21% improvement in pro rata NOI compared to the same period last year, and for the year ended December 31 2024 saw a 26% increase in pro rata NOI ($38.1 million vs $30.2 million) compared to 2023. This is consistent with the almost 30% compound annual growth rate at which we have grown pro rata NOI since 2021. We experienced meaningful NOI growth across all segments in 2024 compared to last year including a 17% improvement ($649,000) in Industrial and Commercial NOI; a 23% increase ($2.7 million) in Mining Royalty lands NOI; and a 34% increase ($4.6 million) in Multifamily NOI. While we are proud of this level of growth, as we have mentioned in the past and highlight in our shareholder letter, it is also a pace we cannot possibly sustain, and do not expect to match in 2025. For a number of reasons, we expect 2025 NOI to be flat if not slightly less than 2024. In the Industrial Segment, we have vacancies at Cranberry and our new Chelsea building that will take time to lease up and will have operating expenses that will negatively impact NOI compared to 2024. The lease-up of three

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different projects (Verge, Bryant Street, and .408 Jackson) in our Multifamily segment had a profound impact in the growth of our NOI over the last 12 months. In 2025, these lease-ups will give way to more organic growth as we attempt to improve rents on already stabilized assets, a particular challenge for the DC assets which will be competing with a glut of new projects. Mining royalty revenue and earnings should remain strong in 2025, though from an NOI perspective, it will be difficult to keep pace with 2024, simply for the fact that we received a $1.9 million one-time minimum payment at one location, which we cannot replicate for obvious reasons.

The flip side of this coin is that while we anticipate our NOI growth to stall in 2025, the driver of most of our future NOI growth will also come in 2025 through an estimated $71 million in equity capital investment. In 2025, we will begin construction on our two industrial joint ventures in Florida, continue to entitle our existing industrial pipeline in Maryland to have the land shovel ready in 2026, and look to augment our existing pipeline through a land purchase, industrial joint venture, or possibly both. This is where the rubber hits the road on our pivot to industrial development, and sets the course for our stated goal of delivering three new industrial assets every two years as we look to double the size of this segment over the next five years.

While our core focus is industrial, we will continue to partner on multifamily projects that meet our return thresholds. We believe these are an effective hedge of our aggressive industrial strategy. We will always try to exploit our competitive advantage in the asset class we have the most experience in, but real estate can be cyclical and there will almost certainly come a day where the state of the industrial market will make us glad we continued to pursue multifamily development. In 2025, we anticipate moving forward with two multifamily projects outside the DC area, one in South Carolina and the other in southwest Florida, which will add 810 units and $6 million in pro rata NOI upon stabilization.

Highlights of the year ending 12/31/24.

•20% increase in Net Income ($6.4 million vs $5.3 million)

•26% increase in pro rata NOI ($38.1 million vs $30.2 million)

•The Mining Royalty Lands Segment's pro rata NOI includes a $2.2 million increase in unrealized revenues primarily due to a one-time, $1.9 million minimum royalty payment that applies to the prior twenty-four months as the tenant failed to meet a production requirement contained in the lease. This revenue was straight-lined over the estimated remaining 20 year life of the lease.

•34% increase in the Multifamily segment’s pro rata NOI primarily due to lease up of Bryant St., 408 Jackson, and The Verge. This comparison includes the results for these three projects from the same period last year (when these projects were still in our Development segment).

•Industrial and Commercial revenue increased 5%, and segment NOI increased 17%

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COMPARATIVE RESULTS OF OPERATIONS

Consolidated Results

(dollars in thousands)	Twelve Months Ended December 31,
	2024		2023	Change		%
	2025		2024	Change		%
Revenues:
Lease revenue	$	28,~~922~~252	28,~~979~~922	$	(57670)	-.2.3	%
Mining royalty and rents	1214,~~852~~380		12,~~527~~852	~~325~~1,528		211.69	%
Total revenues	41,774		41,506	268		.6	%
Joint venture management fee revenue	214		—	214
Total revenues	42,846		41,774	1,072		2.6	%
Cost of operations:
Depreciation, depletion and amortization	10,~~187~~959		10,~~821~~187	~~(634)~~772		-57.96	%
Operating expenses	710,~~170~~297		7,~~364~~170	~~(194)~~3,127		-243.6	%
Property taxes	3,~~437~~907		3,~~650~~437	~~(213)~~470		-513.87	%
General and administrative	910,~~276~~655		79,~~971~~276	1,~~305~~379		1614.49	%
Total cost of operations	3035,~~070~~818		2930,~~806~~070	~~264~~5,748		19.91	%
Total operating profit	117,~~704~~028		11,~~700~~704	(4,676)		—-40.0	%
Net investment income	118,~~112~~824		1011,~~897~~112	~~215~~(2,288)		2-20.06	%
Interest expense	(32,~~150~~967)		(43,~~315~~150)	~~1,165~~183		-275.08	%
Equity in loss of joint ventures	(119,~~359~~105)		(11,~~937~~359)	~~578~~2,254		-419.8	%
(Loss) gain on sale of real estate	~~182~~—		53182	~~129~~(182)		~~243~~-100.40	%
Income before income taxes	83,~~489~~780		68,~~398~~489	2(4,~~091~~709)		32-55.75	%
Provision for income taxes	~~2,029~~818		12,~~516~~029	~~513~~(1,211)		33-59.87	%
Net income	62,~~460~~962		46,~~882~~460	1(3,~~578~~498)		32-54.31	%
Income (loss) attributable to noncontrolling interest	75(368)		~~(420)~~75	~~495~~(443)		-~~117~~590.97	%
Net income attributable to the Company	$	63,~~385~~330	56,~~302~~385	$	1(3,~~083~~055)	20-47.48	%

Net income for ~~2024~~2025 was $63,~~385~~330,000 or $.3418 per share versus $56,~~302~~385,000 or $.2834 per share last year. Excluding the $2.5 million of Altman acquisition expenses, adjusted Net Income was down $1.1 million. Pro rata NOI for ~~2024~~2025 was $3837,~~139~~863,000 versus $3038,~~240~~139,000 last year. Excluding the $1.23 million positive net impact of non-recurring items in last year, adjusted pro rata NOI was up $1.0 million (3%) this year. The following items impacted the comparative results:

•~~Pro~~Operating ~~rata~~profit ~~NOI~~decreased ~~includes~~$4,676,000 aimpacted ~~one-time~~by $2,505,000 ~~minimum~~of ~~royalty~~expenses ~~payment~~related ofto the Altman Logistics platform acquisition and higher General and administrative expense ($1,~~853~~041,000 ~~that~~net ~~applies~~of to$214,000 ~~the~~Development ~~prior~~fee ~~twenty-four~~revenue ~~months~~and as$124,000 ~~the~~of ~~tenant~~acquisition ~~failed~~expenses). General and administrative expense increased primarily due to ~~meet~~overlapping compensation as a ~~production~~result ~~requirement~~of ~~contained~~the implementation of our executive succession and transition plan that commenced in June, 2024 along with the ~~lease~~new employees from the acquisition. ~~This~~Operating ~~revenue~~profit ~~was~~at ~~straight-lined~~our ~~over~~consolidated ~~the~~Multifamily ~~estimated~~segment ~~remaining~~(Dock 20& ~~year~~Maren ~~life~~only) ofdecreased ~~the~~$1,164,000 ~~lease~~due to lower occupancy and higher bad debts along with higher than typical maintenance expenses to upgrade our tenants' experience. Industrial and commercial segment's operating

•General and administrative expense increased $1,305,000 over the same period last year due primarily to the implementation of our executive succession and transition plan that commenced in May, 2024.48

•Net investment income increased $215,000 due to increased earnings on cash equivalents ($1,321,000) and increased income from our lending ventures ($1,059,000), partially offset by decreased preferred interest ($2,165,000) due to the conversion of FRP preferred equity to common equity at Bryant Street.

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~~•Interest~~profit ~~expense~~declined ~~decreased~~ $1,~~165~~372,000 ~~compared~~because toof ~~the~~a ~~same~~$652,000 ~~period~~increase ~~last~~in ~~year~~depreciation asexpense wefrom ~~capitalized~~completion ~~$1,296,000~~of ~~more~~our ~~interest~~new Chelsea warehouse, ~~partially~~as ~~offset~~well byas ~~increased~~lower ~~costs~~occupancy ~~related~~due to ~~the~~a ~~increase~~tenant indefault ~~our~~and ~~line~~non-renewing ofleases. Mining ~~credit~~Royalty ~~with~~Land's ~~Wells~~segment ~~Fargo.~~operating ~~More~~profit ~~interest~~increased ~~was~~$1,400,000 ~~capitalized~~ due to ~~increased~~higher ~~in-house~~per ~~and~~ton ~~joint~~royalty ~~venture~~revenues ~~projects~~and ~~under~~the ~~development~~prior ~~this~~year's ~~quarter~~overpayment ~~compared~~deduction toof ~~last year~~$619,000.

•~~Equity~~Net ininvestment ~~loss~~income ofdecreased ~~Joint Ventures improved~~ $~~578~~2,288,000 due to ~~improved~~reduced ~~results~~earnings aton ~~our~~cash ~~unconsolidated~~equivalents ~~joint ventures. Results improved at The Verge~~ ($21,~~445~~956,000) and ~~.408~~reduced ~~Jackson~~income ~~($259,000)~~from ~~but~~our ~~that~~lending ~~improvement~~ventures ~~was mostly offset by a~~ ($2332,~~255,~~000) ~~increase~~primarily indue ~~loan~~to ~~guarantee~~fewer ~~expense.~~residential ~~The~~lot Company recorded a gain on loan guarantee of $1,886,000 in December 2023 as the guarantee liability was relieved upon the refinancing of the Bryant Street debt versus an expense of $496,000 in 2024 stemming from the guarantee of the new Bryant Street loansales.

•Interest expense decreased $183,000 compared to the same period last year as we capitalized $182,000 more interest. More interest was capitalized due to increased in-house and joint venture projects under development this year compared to last year.

•Equity in loss of Joint Ventures improved $2,254,000 due to improved results at our unconsolidated joint ventures. Results improved $719,000 at Windlass Run Business Park due to improved occupancy, lower variable interest rates ($246,000) and a $302,000 write-off of prior entitlement costs due to the change in use. Bryant Street results improved $1,059,000 due to lower variable interest rates ($732,000) along with a $305,000 improved NOI. Results improved $487,000 at The Verge primarily due to $284,000 lower interest expense following the refinancing in 2024 along with a $131,000 improvement in NOI.

Multifamily Segment (pro rata consolidated and pro rata unconsolidated)

For ease of comparison all the figures in the tables below include the results for Bryant Street, .408 Jackson, and The Verge from the prior period (when these projects were still in our Development segment).


	Twelve Months Ended December 31,
(dollars in thousands)	2025		%		2024	%		Change	%

Lease revenue	$	33,250	100.0	%	32,378	100.0	%	872	2.7	%

Depreciation and amortization	13,533		40.7	%	13,311	41.1	%	222	1.7	%
Operating expenses	10,984		33.0	%	10,558	32.6	%	426	4.0	%
Property taxes	3,972		11.9	%	3,682	11.4	%	290	7.9	%

Cost of operations	28,489		85.7	%	27,551	85.1	%	938	3.4	%

Operating profit before G&A	$	4,761	14.3	%	4,827	14.9	%	(66)	-1.4	%

Depreciation and amortization	13,533				13,311			222
Unrealized rents & other	(184)				39			(223)
Net operating income	$	18,110	54.5	%	18,177	56.1	%	(67)	-.4	%

	Twelve Months Ended December 31,
(dollars in thousands)	2024		%		2023	%		Change	%
Lease revenue	$	32,377	100.0	%	26,592	100.0	%	5,785	21.8	%
Depreciation and amortization	13,309		41.1	%	12,847	48.3	%	462	3.6	%
Operating expenses	10,740		33.2	%	9,649	36.3	%	1,091	11.3	%
Property taxes	3,578		11.1	%	3,207	12.1	%	371	11.6	%
Cost of operations	27,627		85.3	%	25,703	96.7	%	1,924	7.5	%
Operating profit before G&A	$	4,750	14.7	%	889	3.3	%	3,861	434.3	%
Depreciation and amortization	13,309				12,847			462
Unrealized rents & other	118				(193)			311
Net operating income	$	18,177	56.1	%	13,543	50.9	%	4,634	34.2	%

The combined consolidated and unconsolidated pro rata net operating income this year for this segment was $18,110,000, down $67,000 compared to $18,177,000 last year. NOI at Dock 79 was down $160,000 (4%) due to higher than typical maintenance expenses to improve our tenants' experience. Maren NOI was down $457,000 (12%) due to lower occupancy and bad debts ($224,000), higher property taxes ($99,000), and higher than typical maintenance expenses. Bryant Street NOI increased $305,000 (5%) primarily due to improved occupancy, lower bad debts and higher retail revenues. Riverside NOI decreased $29,000 (3%) primarily due to higher property taxes ($53,000). NOI at .408 Jackson increased $143,000 (11%) primarily due to improved rental rates. The Verge NOI increased $131,000 (5%) primarily due to higher occupancy and reduced rent concessions more than offsetting a $128,000 increase in property taxes.

The combined consolidated and unconsolidated pro rata net operating income this year for this segment was $18,177,000, up $4,634,000 or 34% compared to $13,543,000 last year. Most of this increase was from the lease up of Bryant Street, .408 Jackson, and The Verge. These three projects contributed $9,740,000 of pro rata NOI to this segment compared to $5,466,000 in the Development segment last year, an increase of $4,274,000. Same store NOI (Dock, Maren & Riverside) increased $360,000 or 4.5%.49

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Apartment Building	Units	Pro rata ~~NOI2024~~NOI2025	Pro rata ~~NOI2023~~NOI2024	Avg. Occupancy ~~2024~~2025		Avg. Occupancy ~~2023~~2024		Renewal Success Rate YTD ~~2024~~2025		Renewal % increase ~~2024~~2025
Dock 79 Anacostia DC	305	$3,~~800~~640,000	$3,~~711~~800,000	94.20	%	94.42	%	6770.69	%	3.49	%
Maren Anacostia DC	264	$3,~~776~~319,000	$3,~~566~~776,000	9492.36	%	9594.63	%	5756.19	%	24.60	%
Riverside Greenville	200	$~~861~~832,000	$~~800~~861,000	9392.34	%	9493.53	%	5861.0	%	34.14	%
Bryant Street DC	487	$56,~~793~~098,000	$45,~~849~~793,000	9192.34	%	9291.94	%	5859.15	%	2.7	%
.408 Jackson Greenville	227	$1,~~298~~441,000	$~~577~~1,298,000	9594.04	%	5995.90	%	5660.40	%	43.72	%
Verge Anacostia DC	344	$2,~~649~~780,000	$402,649,000	9092.05	%	4690.70	%	6866.80	%	3.2.1	%
Multifamily Segment	1,827	$18,~~177~~110,000	$1318,~~543~~177,000	9293.80	%	8492.57	%

Multifamily Segment (Consolidated - Dock & Maren)

	Twelve Months Ended December 31,
(dollars in thousands)	~~2024~~2025		%		~~2023~~2024	%		Change	%
Lease revenue	$	2221,~~096~~852	100.0	%	2122,~~824~~096	100.0	%	~~272~~(244)	-1.21	%
Depreciation and amortization	7,~~936~~940		3536.84	%	87,~~768~~936	4035.28	%	~~(832)~~4	-90.51	%
Operating expenses	6,~~047~~713		2730.47	%	6,~~285~~047	2827.84	%	~~(238)~~666	-311.80	%
Property taxes	2,~~288~~538		1011.46	%	2,~~231~~288	10.24	%	57250	210.69	%
Cost of operations	1617,~~271~~191		7378.67	%	1716,~~284~~271	7973.26	%	~~(1,013)~~920	-5.97	%
Operating profit before G&A
	$	54,~~825~~661	2621.43	%	45,~~540~~825	2026.84	%	(1,~~285~~164)	28-20.30	%

Total revenues for our two consolidated joint ventures (Dock & Maren) were $2221,~~096~~852,000, ana ~~increase~~decrease of $~~272~~244,000 versus $2122,~~824~~096,000 last year. ~~Total~~Revenues ~~operating~~increased ~~profit~~$60,000 ~~before~~at ~~G&A~~Dock ~~for~~79 ~~the~~due ~~consolidated~~to ~~joint~~improved ~~ventures~~retail ~~was~~billings ~~$5,825,000,~~and anMaren ~~increase~~revenues ofdecreased $1304,~~285,~~000, ordue ~~28%~~to ~~versus~~lower ~~$4,540,000~~occupancy ~~last~~and ~~year primarily~~higher bad debts. Operating expenses increased at both properties due to ~~lower~~higher ~~depreciation~~than ~~and~~typical ~~operating~~maintenance ~~expense.~~expenses ~~Depreciation~~to ~~decreased~~upgrade asour ~~some~~tenants' ofexperience ~~the~~and ~~assets~~higher ~~became~~property ~~fully depreciated~~taxes. ~~Operating~~ ~~expenses~~Total ~~decreased~~operating ~~due~~profit tobefore ~~lower~~G&A ~~maintenance~~for the consolidated joint ventures was $4,661,000, ~~utilities~~down $1,164,000, ~~insurance~~or ~~and~~20% ~~marketing~~versus ~~costs~~$5,825,000 last year.

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Multifamily Segment (Pro rata unconsolidated)

	Twelve Months Ended December 31,
(dollars in thousands)	~~2024~~2025		%		~~2023~~2024	%		Change	%
Lease revenue	$	2021,~~335~~348	100.0	%	1420,~~700~~336	100.0	%	51,~~635~~012	385.30	%
Depreciation and amortization	89,~~960~~181		4443.10	%	8,~~055~~961	5444.81	%	~~905~~220	~~11.~~2.5	%
Operating expenses	7,~~431~~412		3634.57	%	67,~~194~~332	4236.1	%	~~1,237~~80	201.01	%
Property taxes	2,~~335~~590		1112.51	%	12,~~993~~438	1312.60	%	~~342~~152	176.2	%
Cost of operations	1819,~~726~~183		9289.19	%	1618,~~242~~731	~~110~~92.51	%	~~2,484~~452	152.34	%
Operating profit before G&A	$	12,~~609~~165	710.91	%	(1,~~542)~~605	~~(10~~7.59	%)	~~3,151~~560	34.9	%

For our four unconsolidated joint ventures, pro rata revenues were $2021,~~335~~348,000, an increase of $51,~~635~~012,000 or 385% compared to $1420,~~700~~336,000 in the same period last year as all four projects experienced revenue improvement. Revenues improved at the Verge (up $446,000) due to higher occupancy and lower rent concessions, at Bryant Street (up $262,000) due to improved occupancy, lower bad debts and higher retail revenues, at .408 Jackson (up $229,000) due to improved rates, and at Riverside (up $76,000). Depreciation increased $220,000 primarily due to the write-off of water damaged fixed assets as a result of two small accidental fires. Pro rata operating profit before G&A was $12,~~609~~165,000 versus ~~a loss of~~ $1,~~542~~605,000 last year, an increase of $3560,~~151,~~000 or 35%.

Industrial and Commercial Segment

	Twelve Months Ended December 31,
(dollars in thousands)	~~2024~~2025		%		~~2023~~2024		%		Change		%
Lease revenue	$	5,~~621~~150	100.0	%	5,~~354~~621		100.0	%	~~267~~(471)		5(8.04	%)
Depreciation and amortization	12,~~444~~096		2540.78	%	1,~~374~~444		25.7	%	70652		545.12	%
Operating expenses	~~803~~913		1417.37	%	~~653~~803		1214.23	%	~~150~~110		2313.07	%
Property taxes	~~264~~403		4.7.8	%	~~247~~264		4.67	%	17139		652.97	%
Cost of operations	23,~~511~~412		4466.73	%	2,~~274~~511		4244.57	%	~~237~~901		1035.49	%
Operating profit before G&A	$	31,~~110~~738	5533.37	%	3,~~080~~110		5755.53	%	30(1,372)		1(44.01	%)
Depreciation and amortization	12,~~444~~096				1,~~374~~444				70652
Unrealized revenues	~~(7)~~94				(~~556~~7)				~~549~~101
Net operating income	$	43,~~547~~928	8076.93	%	$	34,~~898~~547	7280.89	%	$	~~649~~(619)	16(13.6	%)

Total revenues in this segment were $5,~~621~~150,000, updown $~~267~~471,000 or 58%, over last year. Operating profit before G&A was $31,~~110~~738,000, updown $301,372,000 or 144% from $3,~~080~~110,000 last year. ~~Revenues~~Depreciation and ~~operating~~amortization profit are up because of full occupancy at 1841 62nd Street (which had only $11,000 of revenue in the first quarter last year) and the addition of 1941 62nd Street to this segment in March 2023 less $222,000 of allowance for uncollectible revenue on one tenant in the process of eviction. We were 95.6% leased and occupied during 2024 inclusive of the uncollectable space leased. Net operating income in this segment was $4,547,000, up $649,000 or 17% compared to last year partially due to $549,000 more unrealized rental revenue in the prior year due to rent abatements that expired in 2023.

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increased $652,000 primarily due to last April's completion of our 258,000 square foot speculative Chelsea warehouse. Net operating income in this segment was $3,928,000, down $619,000 or 14% compared to last year. Cranberry NOI was down $509,000 due to average occupancy of 58% compared to 92% last year. Chelsea NOI was negative $118,000 due to carry costs. NOI at 34 Loveton was down $67,000 due to average occupancy of 81% compared to 91% last year. Hollander NOI increased $77,000 while it remained fully occupied.

Mining Royalty Lands Segment Results

	Twelve Months Ended December 31,
(dollars in thousands)	~~2024~~2025		%		~~2023~~2024		%		Change		%
Mining royalty and rent revenue	$	1214,~~852~~380	100.0	%	12,~~527~~852		100.0	%	~~325~~1,528		211.69	%
Depreciation, depletion and amortization	~~636~~752		5.01	%	~~497~~636		45.0	%	~~139~~116		2818.02	%
Operating expenses	6965		0.5	%	6869		0.5	%	1(4)		1.-5.8
Property taxes	~~294~~310		2.32	%	~~428~~294		32.43	%	~~(134)~~16		~~-31~~5.34	%
Cost of operations	~~999~~1,127		7.8	%	~~993~~999		7.98	%	6128		012.68	%
Operating profit before G&A	$	1113,~~853~~253	92.2	%	11,~~534~~853		92.12	%	~~319~~1,400		211.8	%
Depreciation and amortization	~~636~~752				~~497~~636				~~139~~116
Unrealized revenues	~~1,907~~608				~~(311)~~1,907				2(1,~~218~~299)
Net operating income	$	14,~~396~~613	~~112~~101.06	%	$	1114,~~720~~396	93112.60	%	$	~~2,676~~217	221.85	%

Total revenues in this segment were $1214,~~852~~380,000, an increase of $~~325~~1,528,000 or 312% versus $12,~~527~~852,000 last year. ~~despite~~Royalty arevenues ~~3% decrease~~ in ~~royalty~~the ~~tons~~prior ~~sold~~year ~~compared to 2023. Royalty revenues~~ were impacted by the deduction of royalties to resolve an $842,000 overpayment which we referenced previously. During ~~the year~~2024, the tenant withheld $619,000 in royalties otherwise due to the Company. ~~with~~Royalty tons were down 5% primarily due to a decrease at one location that had one-time project specific rail shipments in the ~~remainder~~prior year. The revenue reduction from the decreased volume was more than offset by (~~$223,000~~i) ~~withheld~~increased inroyalties per ton (up 12.8% excluding the ~~fourth~~prior ~~quarter~~year ofpayment ~~2023. There~~deduction) ~~are~~and no(ii) ~~further~~the ~~amounts~~overpayment toreduction bein ~~withheld~~the ~~moving~~prior ~~forward~~year. Total operating profit before G&A in this segment was $1113,~~853~~253,000, an increase of $~~319~~1,400,000 versus $11,~~534~~853,000 last year. Net operating income in this segment was $14,~~396~~613,000, up only $2217,~~676,~~000 ~~or 23%~~ compared to last year ~~mostly~~as ~~due~~the tohigher arevenues ~~one-time,~~this ~~minimum~~year ~~royalty~~were ~~payment~~nearly atoffset ~~one~~by ~~location~~the ~~which~~$1.23M ~~is straight~~non-~~lined~~recurring, ~~across~~net ~~the~~positive ~~estimated~~impact ~~remaining~~in 20last year ~~life of the lease for GAAP revenue purposes~~.

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Development Segment Results

	Twelve Months Ended December 31,
(dollars in thousands)	~~2024~~2025		~~2023~~2024	Change
Lease revenue	$	1,~~205~~250	1,~~801~~205	~~(596)~~45
Depreciation, depletion and amortization	171		182	(11)
Joint venture management fee revenue	214		—	214
Operating expenses	251		358	(107)
Total revenues	1,464		1,205	259
Property taxes	591		744	(153)
Depreciation, depletion and amortization	171		171	—
Cost of operations	1,013		1,284	(271)
Operating expenses	2,606		251	2,355
Operating profit before G&A	$	192	517	(325)
Property taxes	656		591	65
Cost of operations	3,433		1,013	2,420
Operating (loss) profit before G&A	$	(1,969)	192	(2,161)

Joint venture management fee revenues are fees paid to the Company primarily from our three minority ownership warehouse projects acquired October 21, 2025. Development segment operating expenses included $2,381,000 of expenses related to the Altman Logistics platform acquisition.

With respect to ongoing Development Segment projects:

▪We ~~entered~~are ~~into~~the ~~two~~principal ~~new~~capital ~~joint~~source ~~venture~~to ~~agreements~~develop in344 ~~early~~residential ~~2024~~lots ~~with~~on ~~Altman~~110 ~~Logistics~~acres ~~Properties~~in ~~(formerly~~Harford ~~doing~~County, ~~business~~MD. asWe ~~BBX~~have ~~Logistics)~~funded $27.8 ~~The~~million ~~first~~of ~~joint~~our ~~venture~~$31.1 ismillion atotal ~~200,000~~commitment. ~~square-foot~~A ~~warehouse~~national ~~development~~homebuilder ~~project~~is inunder ~~Lakeland,~~contract ~~FL,~~to ~~and~~purchase ~~the~~all ~~second~~222 ~~joint~~townhome ~~venture~~lots isand a122 ~~182,000~~single ~~square~~family lots. At quarter-~~foot~~end, ~~warehouse~~195 ~~redevelopment~~lots ~~project~~have inbeen ~~Broward~~sold ~~County,~~and FL$26.4 Wemillion ~~anticipate~~has ~~construction~~been returned to ~~start~~the oncompany ~~both~~of ~~projects~~which in$6.4 ~~the~~million ~~second~~was ~~quarter~~booked ofas ~~2025.~~profit to the Company.

▪~~Last~~We ~~summer~~entered weinto ~~broke~~two ~~ground~~new onjoint venture agreements in early 2024 with Altman Logistics. The first joint venture is a ~~new~~201,420 ~~speculative~~square-foot warehouse development project in ~~Aberdeen~~Lakeland, MDFL, onand ~~Chelsea~~the ~~Road. This~~second ~~Class~~joint A,venture ~~258~~is a two building 183,~~000~~215 square -foot ~~building~~warehouse isredevelopment ~~due~~project toin beBroward ~~completed~~County, FL. We closed on both construction loans in March, 2025 and construction commenced in the ~~2nd~~second quarter of 2025. Substantial completion of both projects is expected in the second quarter of 2026. On October 21, 2025 we purchased the interests of Altman Logistics.

▪WeOn ~~are~~May ~~the~~30, ~~principal~~2025, ~~capital~~we ~~source~~secured toconstruction ~~develop~~financing ~~344~~for ~~residential~~our ~~lots~~multifamily onjoint ~~110~~venture ~~acres~~with inWoodfield ~~Harford County~~Development, MDknown as Woven. This Weis ~~have~~our ~~funded~~third ~~$26.5~~multifamily ~~million~~project ofin ~~our~~Greenville, ~~$31~~SC.1 This ~~million~~is ~~total~~an ~~commitment~~$87.8M Aproject ~~national~~with ~~homebuilder~~214 isunits ~~under~~and ~~contract~~13,500 tosquare ~~purchase~~feet ~~all~~of ~~222~~ground ~~townhome~~floor ~~lots~~retail ~~and~~that ~~122~~is ~~single~~eligible ~~family~~to ~~lots.~~receive AtSouth ~~year~~Carolina ~~end,~~Textile ~~100~~Rehabilitation ~~lots~~Credits ~~have~~upon ~~been~~substantial ~~sold~~completion and ~~$15.3~~received ~~million~~Special ofSource ~~preferred~~Credits ~~interest~~equal ~~and~~to ~~principal~~50% ~~has~~of ~~been~~the ~~returned~~real toestate ~~the~~taxes ~~Company~~for a period of ~~which~~20 $4years.0 ~~million~~The ~~was~~project ~~booked~~broke asground ~~profit~~during tothe 3rd quarter and substantial completion of the ~~Company~~project is expected in late 2027.

~~Liquidity~~▪On ~~and~~July ~~Capital~~23,2025, ~~Resources.~~we ~~The~~entered ~~growth~~into ofa ~~the~~joint ~~Company’s~~venture ~~businesses~~agreement ~~requires~~with ~~significant~~Strategic ~~cash~~Real ~~needs~~Estate toPartners ~~acquire~~(“SREP”), ~~and~~a ~~develop~~private ~~land~~real orestate ~~operating~~development ~~buildings~~firm ~~and~~which tospecializes ~~construct~~in ~~new~~industrial ~~buildings~~real ~~and~~estate ~~tenant improvements. As of December 31~~development, ~~2024,~~to wedevelop ~~had $148~~377,~~620,000~~892 ofsquare ~~cash~~feet ~~and~~in ~~cash~~two ~~equivalents.~~warehouses Asin ofLake ~~December 31~~County, ~~2024~~Florida wenear ~~had no debt borrowed under our $35 million Wells Fargo revolver~~Orlando, ~~$548,000~~with ~~outstanding~~options ~~under~~for ~~letters~~investment ofin ~~credit~~additional ~~and~~industrial ~~$34,452,000~~warehouses ~~available~~on toadjacent ~~borrow~~properties ~~under~~in the ~~revolver~~future. OnSubstantial ~~March~~completion ~~19,~~of ~~2021,~~ the ~~Company~~first ~~refinanced~~warehouse ~~Dock~~is 79expected ~~and~~in ~~The~~the ~~Maren~~first ~~projects~~quarter ~~pursuant to separate Loan Agreements and Deed~~ of ~~Trust Notes entered into with Teachers Insurance and Annuity Association of America~~2027, ~~LLC. Dock 79 and The Maren borrowed principal sums of $92,070,000 and $88,000,000 respectively, in connection with the refinancing.~~

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▪ On September 12, 2025, we secured construction financing for the first phase (296 multifamily units and 28,745 square feet of retail) of our Estero joint venture with Woodfield Development, located between Naples and Ft. Myers. Substantial completion is expected late 2027.

▪On October 21, 2025, the Company completed the closing on its Purchase and Sales Agreement to acquire the business operations and development pipeline of Altman Logistics Properties, LLC, an operating platform of BBX Capital. In conjunction with the acquisition, the Company hired six of Altman Logistic's employees. The following table details the projects purchased and the square feet (SF) of the warehouses:

City

Street Address

36’ Clear Height SF

Ownership Acquired

Status

Delray Beach, FL

14130 S State Rd. 7

199,476

10%(1)

Substantial completion Q1 2026

Delray Beach, FL

14130 S State Rd. 7

392,976

10% (1)

Land for 2 warehouses

Hamilton, NJ

600 Horizon Dr.

170,800

8.5% (1)

Substantial completion Q1 2026

Parsippany, NJ

8 Lanidex Plaza W.

140,031

10% (1)

Substantial completion Q2 2026

Southwest Ranches, FL

SW 202nd Ave. & Sheridan St.

335,617

Land acquisition contract 2026

(1) General Partner investment, distributions will be based upon waterfall model.

Liquidity and Capital Resources. The growth of the Company’s businesses requires significant cash to acquire and develop land or operating buildings and to construct new buildings and tenant improvements. As of December 31, 2025, we had $105,361,000 of cash, cash equivalents, and restricted cash. As of December 31, 2025 we had no debt borrowed under our $50 million Wells Fargo revolver, $410,000 outstanding under letters of credit and $49,590,000 available to borrow under the revolver.

Cash Flows - The following table summarizes our cash flows from operating, investing and financing activities for each of the periods presented (in thousands of dollars):

Twelve Months EndedDecember 31,

2024

2023

2025

2024

Total cash provided by (used for):

Operating activities

2829,~~986~~677

3228,~~971~~986

Investing activities

(5073,~~621~~670)

(4850,~~747~~166)

Financing activities

~~12,700~~(581)

(412,~~166)~~700

Increase (decrease) in cash and cash equivalents

(844,~~935~~574)

(198,~~942~~480)

Outstanding debt at the beginning of the period

178,~~705~~853

178,~~557~~705

Outstanding debt at the end of the period

~~178~~192,~~853~~554

178,~~705~~853

Operating Activities - Net cash provided by operating activities for the year ended December 31, 2024 was $28,986,000 versus $32,971,000 last year. Income and NOI increased substantially but net cash provided by operating activities of the Company excludes the unconsolidated joint ventures where much of the increase occurred. In addition, income tax payments increased $1,863,000 and accounts payable and accrued liabilities in the prior year increased $3,028,000 primarily due to the phase of construction of our latest warehouse.54

Investing Activities - Net cash used in investing activities for the year ended December 31, 2024 was $50,621,000 versus $48,747,000 in the same period last year. The $1.9 million increase was primarily due to a $40.0 million increase in property due to $31.7 million invested by the Company and Altman Logistics Properties (formerly doing business as BBX Logistics) in the consolidated warehouse joint ventures and active Company warehouse construction mostly offset by a $30.3 million decrease in investments in joint ventures due to lower capital calls and lending activity, and an $8.0 million increase in return of capital from joint ventures due to permanent financing at .408 Jackson and higher lending venture returns.

Financing Activities – Net cash provided by financing activities was $12,700,000 versus $4,166,000 required in the same period last year primarily due to $15.7 million of contributions from Altman Logistics Properties (formerly doing business as BBX Logistics) toward our consolidated partnerships versus the same period last year including $2.0 million repurchase of stock partially offset by the exercise of employee stock options.

Credit Facilities - On December 22, 2023, the Company entered into a 2023 Amended and Restated Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, N.A. (“Wells Fargo”). The Credit Agreement modifies the Company’s prior $20 million Credit Agreement with Wells Fargo, dated January 30, 2015. The Credit Agreement establishes a three-year revolving credit facility with a maximum facility amount of $35 million. The interest rate under the Credit Agreement will be 2.25% over Daily Simple SOFR. A commitment fee of 0.35% per annum is payable quarterly on the unused portion of the commitment. The credit agreement contains certain conditions and financial covenants, including a minimum tangible net worth and dividend restriction. As of December 31, 2024, these covenants would have limited our ability to pay dividends to a maximum of $105 million combined.

On March 19, 2021, the Company refinanced Dock 79 and The Maren projects pursuant to separate Loan Agreements and Deed of Trust Notes entered into with Teachers Insurance and Annuity Association of America, LLC. Dock 79 and The Maren borrowed principal sums of $92,070,000 and $88,000,000 respectively, in connection with the refinancing. The loans are separately secured by the Dock 79 and The Maren real

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~~property~~Operating ~~and~~Activities ~~improvements,~~- ~~bear~~Net acash ~~fixed~~provided ~~interest~~by ~~rate~~operating ofactivities ~~3.03%~~for ~~per~~the ~~annum,~~year ~~and~~ended ~~require~~December 31, ~~monthly~~2025 ~~payments~~was of$30 ~~interest~~million ~~only~~versus ~~with~~$29 ~~the~~million ~~principal~~last ~~in full due April 1, 2033~~year. ~~Either~~The ~~loan~~increase ~~may~~was beprimarily ~~prepaid~~due ~~subject~~ to ~~yield~~increased ~~maintenance~~accounts ~~premiums.~~payables ~~Either~~and ~~loan~~depreciation ~~may~~mostly beoffset ~~transferred~~by to a ~~qualified~~$3.5 ~~buyer~~million asdecrease ~~part~~in ofnet aincome ~~one-time~~and ~~sale subject to~~ a $1.7 ~~60%~~million ~~loan~~increase toin ~~value,~~deferred ~~minimum of 7.5% debt yield~~ and acurrent ~~0.75%~~income ~~transfer fee~~taxes.

OnInvesting ~~July~~Activities ~~25,~~- ~~2022~~Net ~~the~~cash ~~Greenville~~used ~~partnership~~in atinvesting ~~Riverside~~activities ~~secured~~for athe ~~$32,000,000~~year ~~loan~~ended ~~with a fixed rate of 4.92% from Synovus Bank~~December 31, ~~replacing~~2025 ~~the~~was $~~22,800,000~~74 ~~loan~~million ~~with~~versus ~~Truist~~$50 ~~Bank.~~million Itin isthe ansame ~~eight~~period ~~year~~last ~~loan maturing July 25, 2030~~year. The ~~term~~$24 ~~coincides~~million ~~with~~increase ~~when~~was ~~the~~primarily ~~Opportunity~~due ~~Zone~~to ~~holding period lapses in 2030, when a sale could take place and~~ the ~~tax~~$23.5 onmillion ~~gain~~Altman isLogistics ~~forgiven~~platform acquisition.

Financing Activities – Net cash used in financing activities was $581,000 versus $13 million provided in the same period last year. The contributions from noncontrolling interests decreased $14 million reflecting Altman Logistics contributions at the higher ownership level prior to the loan closings. We repurchased $464,000 of Company stock in 2025 related to the vesting of equity compensation.

Credit Facilities - On July 21, 2025, the Company entered into a 2025 Amended and Restated Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, N.A. (“Wells Fargo”). The Credit Agreement modifies the Company’s prior Credit Agreement with Wells Fargo, dated December 22, 2023. The Credit Agreement establishes a three-year revolving credit facility with a maximum facility amount of $50 million. The interest rate under the Credit Agreement will be 2.25% over Daily Simple SOFR. A commitment fee of 0.35% per annum is payable quarterly on the unused portion of the commitment. The credit agreement contains certain conditions and financial covenants, including a minimum tangible net worth and dividend restriction. As of December 31, 2025, these covenants would have limited our ability to pay dividends to a maximum of $87 million combined.

On March 19, 2021, the Company refinanced Dock 79 and The Maren projects pursuant to separate Loan Agreements and Deed of Trust Notes entered into with Teachers Insurance and Annuity Association of America, LLC. Dock 79 and The Maren borrowed principal sums of $92,070,000 and $88,000,000 respectively, in connection with the refinancing. The loans bear a fixed interest rate of 3.03% per annum, and require monthly payments of interest only with the principal in full due April 1, 2033.

On July 25, 2022 the Greenville partnership at Riverside secured a $32,000,000 loan with a fixed rate of 4.92% from Synovus Bank, replacing the $22,800,000 loan with Truist Bank. It is an eight year loan maturing July 25, 2030. The term coincides with when the opportunity zone holding period lapses in 2030, when a sale could take place and the tax on gain is forgiven.

On December 4, 2023 the Bryant Street partnership secured a $110,000,000 loan with a floating rate equal to SOFR plus 2.9% from Rialto Capital Management, replacing the $132,000,000 loan with Capital One. It is a three year loan with two one-year extensions. A SOFR rate cap was secured at 5.35% from Chatham Financial creating an effective interest rate ceiling of 8.25%. The loan has a floor interest rate of 6.90%. FRP will look to secure a fixed permanent loan in the future when interest rates are more favorable.

On January 30, 2024 the Greenville partnership at .408 Jackson secured a $49,450,000 loan with a fixed rate of 5.59% from Fannie Mae, replacing the $36,000,000 loan with First National Bank. It is a seven year loan maturing February 1, 2031. The interest rate was favorable given the current market conditions and the term coincides with when the ~~Opportunity~~opportunity ~~Zone~~zone holding period lapses in 2030, when a sale could take place and the tax on gain is forgiven. As a result of refinancing, the Company received a $5 million return of capital.

On April 25, 2024 the Verge partnership secured a $68,862,000 loan with a fixed rate of 5.72% from Fannie Mae, replacing the $72,823,000 loan with Truist Bank. It is a seven year loan maturing May 1, 2031. The ~~Opportunity~~opportunity ~~Zone~~zone holding period lapses in 2030, when a sale could take place and the tax on gain is forgiven.

Cash Requirements – The Company expects to invest $62 million into our existing real estate holdings and joint ventures during 2025 and $153 million beyond 2025 for projects currently in our pipeline, with such capital being funded from cash and investments on hand, cash generated from operations, property sales, distributions from joint ventures, or borrowings through credit facilities.55

~~Non-GAAP~~Table ~~Financial~~of ~~Measures.~~contents

ToOn ~~supplement~~March ~~the financial results presented in accordance with GAAP~~7, ~~FRP~~2025 ~~presents certain non-GAAP financial measures within~~ the ~~meaning~~Lakeland ofpartnership ~~Regulation~~secured Ga ~~promulgated by the Securities and Exchange Commission~~$16.0 Wemillion ~~believe~~loan ~~these~~with ~~non-GAAP~~a ~~measures~~floating ~~provide~~rate ~~useful~~equal ~~information~~ to ~~our~~SOFR ~~Board~~plus of2.75% ~~Directors,~~from ~~management~~Seacoast ~~and~~National ~~investors regarding certain trends relating to our financial condition and results of operations~~Bank. ~~Our~~It ~~management~~is ~~uses~~a ~~these non~~three-~~GAAP~~year ~~measures~~construction/stabilization toloan compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We provide pro rata net operating income (NOI) because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with ~~our reported results under GAAP. This measure is not, and should not be viewed as,~~ a ~~substitute~~2-year ~~for~~conditional ~~GAAP~~extension ~~financial~~at ~~measures.~~SOFR ~~For~~plus ~~ease of comparison all the figures in the tables below include the results for Bryant Street,~~ 2.~~408~~50% ~~Jackson,~~with ~~and~~an ~~The~~interest ~~Verge~~rate inswap ~~the Multifamily segment for all periods shown~~conversion.

On March 13, 2025 the Davie partnership secured a $31.9 million loan with a floating rate equal to SOFR plus 2.75% from Synovus National Bank. It is a three-year construction/stabilization loan with a 2-year conditional extension at SOFR plus 2.25%.

On May 30, 2025 the Woven partnership secured a $42.9 million loan with a floating rate equal to SOFR plus 2.85% from Bank of Texas and First Horizon Bank. It is a four-year construction/stabilization loan and includes a one-year conditional extension with principal and interest payments.

On June 16, 2025 the BC Realty partnership refinanced our FRP provided floating rate construction loans on our two office buildings with Symetra Life Insurance Company. This is a 10 year, fully amortizing $10.5M permanent loan, at a fixed interest rate of 6.40%.

On July 23, 2025 the Camp Lake partnership secured a $33.0 million loan at SOFR plus 2.75% from Pinnacle Bank. It is a three-year construction/stabilization loan with two one-year conditional extensions.

On September 15, 2025 the Estero partnership secured a $81.5 million loan at SOFR plus 2.75% from Santander Bank. It is a four-year construction/stabilization loan with two one-year conditional extensions. In addition, there is an $8 million loan at SOFR plus 4.25% from Santander Bank related to future phases.

On October 21, 2025 as part of the Altman Logistics platform acquisition the Company assumed minority equity ownership interests in three joint ventures which had existing construction debt agreements. Delray partnership secured a $23.8 million loan at SOFR plus 3.50% from City National Bank. It is a two-year construction loan issued April 4, 2024 with two one-year conditional extensions. The Delray partnership also secured a two-year $7.5 million loan at SOFR plus 3.75% on April 4, 2024 from City National for the land for future phases of the project, also with two one-year conditional extensions. Parsippany partnership secured a $22.0 million loan at SOFR plus 2.75% from Truist Bank. It is a three-year construction loan issued January 15, 2025 with a one-year conditional extension. Hamilton partnership secured a $20.5 million loan at SOFR plus 3.50% from the joint venture partner effective for three years from May 22, 2025 with two one-year conditional extensions.

Cash Requirements – The Company expects to invest cash of $75 million into our existing real estate holdings and joint ventures during 2026 and $114 million beyond 2026 for projects currently in our pipeline, with such capital being funded from cash and investments on hand, cash generated from operations, property sales, distributions from joint ventures, or borrowings through credit facilities.

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Non-GAAP Financial Measures.

To supplement the financial results presented in accordance with GAAP, FRP presents certain non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We provide Pro rata net operating income (NOI), adjusted Pro rata net operating income, and adjusted Net income because we believe they assist investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP. We provided an adjusted Net Income to adjust for the impact of one-time expenses of the Altman Logistics acquisition, which is a material business combination unlike our historical real estate acquisitions or joint ventures where expenses are capitalized. We also provided adjusted net operating income to adjust for the impact of the one-time material royalty payment in the third quarter of 2024 to better depict the comparable results. Management believes these adjustments provide a more accurate comparison of our on-going business operations and results over time due to the non-recurring, material and unusual nature of these two specific items. These measures are not, and should not be viewed as, a substitute for GAAP financial measures. For ease of comparison all the figures in the tables below include the results for The Verge in the Multifamily segment for all periods shown.

Pro Rata Net Operating Income Reconciliation

Twelve months ended 12/31/2425 (in thousands)

	Industrial andCommercialSegment		DevelopmentSegment	MultifamilySegment	MiningRoyaltiesSegment	UnallocatedCorporateExpenses	FRPHoldingsTotals
Net income (loss)	$	1,~~459~~330	(31,~~098)~~270	(5,~~708~~773)	810,~~219~~104	5(3,~~588~~969)	62,~~460~~962
Income tax allocation	~~448~~408		~~(952)~~390	(1,~~764~~784)	23,~~525~~104	(1,~~772~~300)	~~2,029~~818
Income (loss) before income taxes	1,~~907~~738		(41,~~050)~~660	(7,~~472~~557)	1013,~~744~~208	7(5,~~360~~269)	83,~~489~~780
Less:
Unrealized rents	7		—	—	—	—	7
Management fee revenue			214		—		214
Gain on sale of real estate	—		—	—	182	—	182
Interest income			3,243	18		5,563	8,824
Interest income	—		3,574	—	—	7,538	11,112
Plus:
Unrealized rents	—94		—1	1021	~~1,907~~608	—	~~1,917~~724
Professional fees	—		—2,406	85164	—	—	852,570
Equity in loss of joint ventures	—		~~2,049~~(386)	9,~~266~~446	4445	—	119,~~359~~105
Interest expense	—		—	2,~~972~~790	—	~~178~~177	32,~~150~~967
Depreciation/amortization	12,~~444~~096		171	7,~~936~~940	~~636~~752	—	10,~~187~~959
General and administrative	~~1,203~~—		~~5,767~~—	~~1,059~~—	~~1,247~~—	—10,655	910,~~276~~655
							—
Net operating income (loss)	43,~~547~~928		~~363~~395	1312,~~856~~786	14,~~396~~613	—	3331,~~162~~722
NOI of noncontrolling interest	—		—	(65,~~326~~827)	—	—	(65,~~326~~827)
Pro rata NOI from unconsolidated joint ventures	—		~~656~~817	1011,~~647~~151	—	—	11,~~303~~968
Pro rata net operating income	$	43,~~547~~928	1,~~019~~212	18,~~177~~110	14,~~396~~613	—	3837,~~139~~863

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Pro Rata Net Operating Income Reconciliation

Twelve months ended 12/31/2324 (in thousands)

	Industrial/CommercialSegment		DevelopmentSegment		MultifamilySegment	MiningRoyaltiesSegment	UnallocatedCorporateExpenses		FRPHoldingsTotals
	Industrial andCommercialSegment			DevelopmentSegment		MultifamilySegment		MiningRoyaltiesSegment		UnallocatedCorporateExpenses	FRPHoldingsTotals
Net Income (loss)	$	1,285	(8,043)		(848)	7,682	4,806		4,882
Net income (loss)	$	1,459		(3,098)		(5,708)		8,219		5,588	6,460
Income Tax Allocation	477		(2,983)		(158)	2,848	1,332		1,516
Income tax allocation	448			(952)		(1,764)		2,525		1,772	2,029
Income (loss) before income taxes	1,~~762~~907		~~(11,026)~~	(4,050)	~~(1,006)~~	10(7,~~530~~472)	~~6,138~~	10,744	~~6,398~~	7,360	8,489
Less:
Unrealized rents	~~556~~7		—	—	10	~~311~~—	—	—	~~877~~	—	7
Gain on sale of real estate and other income	—		—		46	10	—		56
Gain on sale of real estate	—			—		—		182		—	182
Interest income	—		~~4,712~~	3,574	—	—	~~6,185~~	—	~~10,897~~	7,538	11,112
Plus:
Loss on sale of real estate	2		—		1	—	—		3
Unrealized rents	—			—		10		1,907		—	1,917
Equity in loss of Joint Ventures	—		11,397		500	40	—		11,937
Professional fees	—			—		85		—		—	85
Professional fees - other	—		—		60	—	—		60
Equity in loss of joint ventures	—			2,049		9,266		44		—	11,359
Interest Expense	—		—		4,268	—	47		4,315
Interest expense	—			—		2,972		—		178	3,150
Depreciation/Amortization	1,374		182		8,768	497	—		10,821
Depreciation/amortization	1,444			171		7,936		636		—	10,187
Management Co. Indirect	529		2,471		444	525	—		3,969
General and administrative	1,203			5,767		1,059		1,247		—	9,276
Allocated Corporate Expenses	787		2,387		379	449	—		4,002
											—
Net Operating Income	3,898		699		13,358	11,720	—		29,675
Net operating income (loss)	4,547			363		13,856		14,396		—	33,162
NOI of noncontrolling interest	—		—	—	~~(6,081)~~	—(6,326)	—	—	~~(6,081)~~	—	(6,326)
Pro rata NOI from unconsolidated joint ventures	—		~~5,846~~	656	~~800~~	—10,647	—	—	~~6,646~~	—	11,303
Pro rata net operating income	$	34,~~898~~547	~~6,545~~	1,019	~~8,077~~	1118,~~720~~177	—	14,396	~~30,240~~	—	38,139


	Three Months Ended
	December 31				Years Ended December 31
	2025		2024		2025		2024
Reconciliation of net Income to adjusted net income:

Net income attributable to the Company	$	380	$	1,679	$	3,330	$	6,385
Adjustments related to Altman acquisition expenses:
Operating expenses	431		—		2,381		—
General and administrative	81		—		124		—
Total adjustments to net income before income taxes	512		—		2,505		—
Income tax effect on non-GAAP adjustment	(120)		—		(589)		—
Adjusted net income attributable to the Company	$	772	$	1,679	$	5,246	$	6,385

Reconciliation of NOI to adjusted NOI:

Pro rata net operating income	$	9,288	$	9,103	$	37,863	$	38,139
Minimum royalty payment applicable to prior 24 months	—		—		—		(1,853)
Deduction to resolve royalty overpayment	—		—		—		619
Adjusted pro rata net operating income	$	9,288	$	9,103	$	37,863	$	36,905

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OFF-BALANCE SHEET ARRANGEMENTS

The Company has outstanding letters of credit described above under “Liquidity and Capital Resources.” The Company has guaranteed debt as described in Note 12 Contingent Liabilities. The Company's unconsolidated Joint Ventures have debt as scheduled under “Investments in Joint Ventures”. The Company does not have any other off-balance sheet arrangements that either have, or are reasonably likely to have, a current or future material effect on its financial condition.

CRITICAL ACCOUNTING POLICIES

Management of the Company considers the following accounting policies critical to the reported operations of the Company:

~~Accounts~~Net ~~Receivable~~Real Estate Investments and ~~Unrealized~~Impairment ~~Rents~~of ~~Valuation~~Assets. ~~The~~Net ~~Company~~real isestate ~~subject~~investments toare ~~customer~~recorded ~~credit~~at ~~risk~~cost ~~that~~less ~~could~~accumulated ~~affect~~depreciation ~~the collection of outstanding accounts receivable~~ and ~~unrealized~~depletion. ~~rents,~~Depletion ~~that~~expense is ~~rents~~computed ~~recorded~~ on athe ~~straight-lined~~ basis. Toof ~~mitigate~~units ~~these~~of ~~risks,~~production ~~the~~in ~~Company~~relation ~~performs~~to ~~credit~~estimated ~~reviews~~sand ~~on all new customers~~ and ~~periodic~~stone ~~credit reviews on existing customers~~deposits. AProvision ~~detailed~~for ~~analysis~~depreciation of ~~late~~Net ~~and~~real ~~slow~~estate ~~pay~~investments ~~customers~~ is ~~prepared~~computed ~~monthly~~using ~~and~~the ~~reviewed by senior management. The overall collectability of outstanding receivables and~~ straight-~~lined~~line ~~rents~~method isbased ~~evaluated~~on ~~and~~the ~~allowances~~following ~~are~~estimated ~~recorded~~useful ~~as appropriate. Significant changes in customer credit could require increased allowances and affect cash flows.~~lives:

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Net Real Estate Investments and Impairment of Assets. Net real estate investments are recorded at cost less accumulated depreciation and depletion. Depletion expense of is computed on the basis of units of production in relation to estimated sand and stone deposits. Provision for depreciation of Net real estate investments is computed using the straight-line method based on the following estimated useful lives:


			Years
Buildings and improvements			3-39

The Company periodically reviews net real estate investments for potential impairment whenever events or circumstances indicate the carrying amount of a long-lived asset may not be recoverable. This review consists of comparing cap rates on recent cash flows and market value estimates to the carrying values of each asset group. If this review indicates the carrying value might exceed fair value then an estimate of future cash flows for the remaining useful life of each property is prepared considering anticipated vacancy, lease rates, and any future capital expenditures. Changes in estimates or assumptions could have an impact on the Company’s financials.

All direct and indirect costs, including interest and real estate taxes, associated with the development, construction, leasing or expansion of real estate investments are capitalized as a development cost of the property. Included in indirect costs is an estimate of internal costs associated with development and rental of real estate investments. Changes in estimates or assumptions could have an impact on the Company’s financials.

Accounting for Real Estate Investments. The Company accounts for its real estate investments which are not wholly owned using either the cost method, the equity method or by consolidation with related non-controlling interest. Consolidation is required if the Company controls an investment and is the primary beneficiary. Equity method is required when the Company has significant influence over the operating and financial policies of the investment but is not in control or not the primary beneficiary. Cost method applies when the Company does not have significant influence of the operating and financial policies. Significant judgment is required and regular review as the facts change.

Income Taxes. The Company accounts for income taxes under the asset-and-liability method. Deferred tax assets and liabilities represent items that will result in taxable income or a tax deduction in future years for which the related tax expense or benefit has already been recorded in our statement of earnings. Deferred tax accounts arise as a result of timing differences between when items are recognized in the Consolidated Financial Statements compared with when they are recognized in the tax returns. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income. To the extent recovery is not probable, a valuation allowance is established and included as an expense as part of our income tax provision. No valuation allowance was recorded at December 31, ~~2024~~2025, as all deferred tax assets are considered more likely than not to be realized. Significant judgment is required in determining and assessing the impact of complex tax laws and certain tax-related contingencies on the provision for income taxes. As part of the calculation of the provision for income taxes, we assess whether the benefits of our tax positions are at least more likely than not of being sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained upon audit, we accrue the largest amount of the benefit that is more likely than not of being sustained in our consolidated financial statements. Such accruals require estimates and judgments, whereby actual results could vary materially from these estimates. Further, a number of years may elapse before a particular matter, for which an established accrual was made, is audited and resolved.

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more likely than not of being sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained upon audit, we accrue the largest amount of the benefit that is more likely than not of being sustained in our consolidated financial statements. Such accruals require estimates and judgments, whereby actual results could vary materially from these estimates. Further, a number of years may elapse before a particular matter, for which an established accrual was made, is audited and resolved.

INFLATION

Most of the Company’s operating expenses are inflation-sensitive, with inflation generally producing increased costs of operations. Substantially all of the Company’s royalty agreements are based on a percentage of the sales price of the related mined items. Substantially all lease agreements provide escalation provisions.

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CONSOLIDATED STATEMENTS OF INCOME – Years ended December 31

(in thousands, except per share amounts)

Years Ended December 31,

2024

2023

2022

2025

2024

2023

Revenues:

Lease revenue

28,~~922~~252

28,~~979~~922

2628,~~798~~979

Mining Royalty and rents

12,852

12,527

10,683

Mining royalty and rents

14,380

12,852

12,527

Total Revenues

41,774

41,506

37,481

Joint venture management fee revenue

214

—

Total revenues

42,846

41,774

41,506

Cost of operations:

Depreciation, depletion and amortization

10,~~187~~959

10,~~821~~187

1110,~~217~~821

Operating expenses

710,~~170~~297

7,~~364~~170

7,~~065~~364

Property taxes

3,~~437~~907

3,~~650~~437

43,~~125~~650

General and administrative

910,~~276~~655

79,~~971~~276

7,~~078~~971

Total cost of operations

3035,~~070~~818

2930,~~806~~070

29,~~485~~806

Total operating profit

117,~~704~~028

11,~~700~~704

711,~~996~~700

Net investment income

118,~~112~~824

1011,~~897~~112

510,~~473~~897

Interest expense

(32,~~150~~967)

(43,~~315~~150)

(34,~~045~~315)

Equity in loss of joint ventures

(119,~~359~~105)

(11,~~937~~359)

(511,~~721~~937)

Gain on sale of real estate and other income

~~182~~—

53182

~~874~~53

Income before income taxes

83,~~489~~780

68,~~398~~489

56,~~577~~398

Provision for income taxes

~~2,029~~818

12,~~516~~029

1,~~530~~516

Net income

62,~~460~~962

46,~~882~~460

4,~~047~~882

(Loss) gain attributable to noncontrolling interest

75(368)

~~(420)~~75

(~~518~~420)

Net income attributable to the Company

63,~~385~~330

56,~~302~~385

45,~~565~~302

Earnings per common share:

Net Income attributable to the Company -

Net income attributable to the Company -

Basic

0.3418

0.2834

0.2428

Diluted

0.3418

0.2834

0.2428

Number of shares (in thousands) used in computing:

-basic earnings per common share

18,~~882~~967

18,~~840~~882

18,~~772~~840

-diluted earnings per common share

1819,~~970~~015

18,~~922~~970

18,~~870~~922

See accompanying notes.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – Years ended December 31

(In thousands)

	Years Ended December 31,
	2024		2023	2022
	2025		2024	2023
Net income	$	62,~~460~~962	46,~~882~~460	4,~~047~~882
Other comprehensive income (loss) net of tax:
Unrealized gain (loss) on investments, net of income tax effect of $49, $563 and $(504)	52		1,341	(1,358)
Unrealized gain (loss) on investments, net of income tax effect of $—, $49 and $563	1		52	1,341
Minimum pension liability, net of income tax effect of $(10), $(12) and $(11)	(32)		(30)	(31)
Minimum pension liability, net of income tax effect of $(10), $(10) and $(12)	(32)		(32)	(30)
Comprehensive income	$	62,~~480~~931	6,~~193~~480	26,~~658~~193
Less comp. income (loss) attributable to noncontrolling interest	75(368)		~~(420)~~75	(~~518~~420)
Comprehensive income attributable to the Company	$	63,~~405~~299	6,~~613~~405	36,~~176~~613

See accompanying notes.

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CONSOLIDATED BALANCE SHEETS – As of December 31

(In thousands, except share data)

Assets:	December 31,~~2024~~2025		December 31,~~2023~~2024
Real estate investments at cost:
Land	$	~~168~~182,~~943~~936	~~141~~168,~~602~~943
Buildings and improvements	~~283~~309,~~421~~132		~~282~~283,~~631~~421
Projects under construction	3245,~~770~~032		1032,~~845~~770
Total investments in properties	~~485~~537,~~134~~100		~~435~~485,~~078~~134
Less accumulated depreciation and depletion	7788,~~695~~558		6777,~~758~~695
Net investments in properties	~~407~~448,~~439~~542		~~367~~407,~~320~~439
Real estate held for investment, at cost	1112,~~722~~626		1011,~~662~~722
Investments in joint ventures	153,~~899~~084		~~166~~153,~~066~~899
Net real estate investments	~~573~~614,~~060~~252		~~544~~573,~~048~~060
Cash and cash equivalents	148,620		157,555
Cash, cash equivalents and restricted cash including $11,394 and $1,315 of restricted cash at December 31, 2025 and 2024, respectively	105,361		149,935
Cash held in escrow	1,315		860
Accounts receivable, net	1,874		1,352
Accounts receivable, net	1,352		1,046
Federal and state income taxes receivable	1,071		—
Federal and state income taxes receivable	—		337
Unrealized rents	1,264		1,380
Unrealized rents	1,380		1,640
Deferred costs	3,768		2,136
Deferred costs	2,136		3,091
Goodwill	6,893		—
Other assets	~~622~~662		~~589~~622
Total assets	$	~~728~~735,~~485~~145	~~709~~728,~~166~~485
Liabilities:
Secured notes payable	$	~~178~~192,~~853~~554	178,~~705~~853
Accounts payable and accrued liabilities	612,~~026~~148		86,~~333~~026
Other liabilities	12,~~487~~317		1,487
Federal and state income taxes payable	~~611~~—		—611
Deferred revenue	23,~~437~~356		~~925~~2,437
Deferred income taxes	6766,~~688~~900		6967,~~456~~688
Deferred compensation	1,~~465~~524		1,~~409~~465
Tenant security deposits	~~805~~689		~~875~~805
Total liabilities	~~259~~279,~~372~~488		~~261~~259,~~190~~372
Commitments and contingencies
Equity:
Common stock, $.10 par value 25,000,000 shares authorized, 19,046,894 and 18,968,448 shares issued and outstanding, respectively	1,905		1,897
Common stock, $.10 par value 25,000,000 shares authorized, 19,109,541 and 19,046,894 shares issued and outstanding, respectively	1,911		1,905
Capital in excess of par value	6871,~~876~~368		6668,~~706~~876
Retained earnings	~~352~~355,~~267~~210		~~345~~352,~~882~~267
Accumulated other comprehensive income, net	5524		3555
Total shareholders’ equity	~~423~~428,~~103~~513		~~414~~423,~~520~~103
Noncontrolling interests	4627,~~010~~144		3346,~~456~~010
Total equity	~~469~~455,~~113~~657		~~447~~469,~~976~~113
Total liabilities and equity	$	~~728~~735,~~485~~145	~~709~~728,~~166~~485

See accompanying notes.

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CONSOLIDATED STATEMENTS OF CASH FLOWS – Years ended December 31

(In thousands)

	2024		2023	2022
	2025		2024	2023
Cash flows from operating activities:
Net income	$	62,~~460~~962	46,~~882~~460	4,~~047~~882
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	1011,~~390~~375		10,~~975~~390	1110,~~462~~975
Deferred income taxes	(~~1,768~~788)		(1,~~496~~768)	1,~~813~~496
Equity in loss of joint ventures	119,~~359~~105		11,~~937~~359	511,~~721~~937
Gain on sale of equipment and property	(~~209~~16)		(14209)	(~~904~~14)
Stock-based compensation	12,~~957~~089		1,~~738~~957	1,~~569~~738
Net changes in operating assets and liabilities:
Accounts receivable	(~~306~~65)		~~120~~(306)	~~(373)~~120
Deferred costs and other assets	~~964~~(196)		~~(499)~~964	(~~1,972~~499)
Accounts payable and accrued liabilities	~~(795)~~6,951		~~3,028~~(795)	~~(276)~~3,028
Income taxes payable and receivable	~~948~~(1,682)		~~(355)~~948	~~1,121~~(355)
Other long-term liabilities	(1458)		(~~337~~14)	~~130~~(337)
Net cash provided by operating activities	2829,~~986~~677		3228,~~971~~986	2232,~~338~~971
Cash flows from investing activities:
Investments in properties	(51,~~194~~137)		(1151,~~217~~194)	(2711,~~615~~217)
Investments in joint ventures	(1620,~~372~~380)		(4616,~~693~~372)	(2146,~~578~~693)
Return of capital from investments in joint ventures	1721,~~176~~344		917,~~210~~176	209,~~770~~210
Proceeds from sales of investments available for sale	—		—	4,317
Logistics platform business combination, net of cash acquired	(23,513)		—	—
Cash held in escrow	(455)		(63)	(45)
Proceeds from sale of assets	16		224	16
Proceeds from sale of assets	224		16	955
Net cash (used in) provided by investing activities	(73,670)		(50,166)	(48,684)
Net cash (used in) provided by investing activities	(50,621)		(48,747)	(23,196)
Cash flows from financing activities:
Contribution from noncontrolling interest	15,706		—	27,894
Proceeds from long-term debt	13,888		—	—
Distribution to noncontrolling interests	(3,227)		(3,190)	(11,472)
Debt issue costs	(2,037)		—	—
Repurchase of Company stock	—		(2,000)	—
Contribution from noncontrolling interest	1,234		15,706	—
Exercise of employee stock options	221		1,024	412
Distribution to noncontrolling interests	(13,433)		(3,227)	(3,190)
Net cash (used in) provided by financing activities	12,700		(4,166)	16,834
Repurchase of Company stock	(464)		—	(2,000)
Net (decrease) increase in cash and cash equivalents	(8,935)		(19,942)	15,976
Exercise of employee stock options	231		221	1,024
Cash and cash equivalents at beginning of year	157,555		177,497	161,521
Net cash (used in) provided by financing activities	(581)		12,700	(4,166)
Cash and cash equivalents at end of the year	$	148,620	157,555	177,497
Net (decrease) in cash, cash equivalents, and restricted cash	(44,574)		(8,480)	(19,879)
Cash, cash equivalents and restricted cash at beginning of year	149,935		158,415	178,294
Cash, cash equivalents and restricted cash at end of the year	$	105,361	149,935	158,415
Supplemental disclosures of cash flow information:
Cash paid (received) during the year for:
Interest	$	2,971	4,165	2,893
Interest, net of amounts capitalized	$	2,727	2,971	4,165
Income taxes	$	2,790	927	(1,761)
Income taxes, federal	$	2,999	2,590	508
Income taxes, state	$	239	200	419
Noncash items:
Profits interest equity grant associated with business combination	$	344	—	—

See accompanying notes.

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except share amounts)

	Common Stock			Capital inExcess ofPar Value		RetainedEarnings		Accumu-latedOtherCompre-hensiveIncome, netof tax		TotalShareHolders’Equity		Non-ControllingInterest		TotalEquity
	Shares	Amount
Balance at January 1, 2022	18,822,056	$	1,882	$	56,676	$	337,752	$	113	$	396,423	$	28,827	$	425,250
Balance at January 1, 2023	18,919,372	$	1,892	$	64,212	$	342,317	$	(1,276)	$	407,145	$	37,066	$	444,211
Exercise of stock options	32,920	3		409		—		—		412		—		412
Stock option grant compensation	—	—		69		—		—		69		—		69
Restricted stock compensation	—	—		800		—		—		800		—		800
Shares granted to Employee	1,730	—		50		—		—		50		—		50
Shares granted to Directors	22,464	3		647		—		—		650		—		650
Restricted stock award	42,928	4		(4)		—		—		—		—		—
Forfeiture of restricted stock award	(2,726)	—		—		—		—		—		—		—
Net income	—	—		—		4,565		—		4,565		(518)		4,047
Contributions from partner	—	—		—		—		—		—		27,894		27,894
Reallocation of partners’ interest	—	—		7,665		—		—		7,665		(7,665)		—
Reallocation income tax expense	—	—		(2,100)		—		—		(2,100)		—		(2,100)
Distributions to partners	—	—		—		—		—		—		(11,472)		(11,472)
Minimum pension liability, net	—	—		—		—		(31)		(31)		—		(31)
Unrealized loss on investment, net	—	—		—		—		(1,358)		(1,358)		—		(1,358)
Balance at December 31, 2022	18,919,372	$	1,892	$	64,212	$	342,317	$	(1,276)	$	407,145	$	37,066	$	444,211
Exercise of stock options	49,710	5		1,019		—		—		1,024		—		1,024
Stock option grant compensation	—	—		60		—		—		60		—		60
Restricted stock compensation	—	—		1,028		—		—		1,028		—		1,028
Shares granted to Employee	1,856	—		50		—		—		50		—		50
Shares granted to Directors	20,760	2		598		—		—		600		—		600
Restricted stock award	50,568	5		(5)		—		—		—		—		—
Shares purchased and cancelled	(73,818)	(7)		(256)		(1,737)		—		(2,000)		—		(2,000)
Net income	—	—		—		5,302		—		5,302		(420)		4,882
Distributions to partners	—	—		—		—		—		—		(3,190)		(3,190)
Minimum pension liability, net	—	—		—		—		(30)		(30)		—		(30)
Unrealized gains on investment, net	—	—		—		—		1,341		1,341		—		1,341
Balance at December 31, 2023	18,968,448	$	1,897	$	66,706	$	345,882	$	35	$	414,520	$	33,456	$	447,976
Exercise of stock options	16,420	2		219		—		—		221		—		221
Stock option grant compensation	—	—		78		—		—		78		—		78
Restricted stock compensation	—	—		1,279		—		—		1,279		—		1,279
Shares granted to Directors	19,356	2		598		—		—		600		—		600
Restricted stock award	42,670	4		(4)		—		—		—		—		—
Shares purchased and cancelled	—	—		—		—		—		—		—		—
Net income	—	—		—		6,385		—		6,385		75		6,460
Contributions from partner	—	—		—		—		—		—		15,706		15,706
Distributions to partners	—	—		—		—		—		—		(3,227)		(3,227)
Minimum pension liability, net	—	—		—		—		(32)		(32)		—		(32)
Unrealized gains on investment, net	—	—		—		—		52		52		—		52
Balance at December 31, 2024	19,046,894	$	1,905	$	68,876	$	352,267	$	55	$	423,103	$	46,010	$	469,113
Exercise of stock options	14,840	1		230		—		—		231		—		231
Stock option grant compensation	—	—		155		—		—		155		—		155
Restricted stock compensation	—	—		1,329		—		—		1,329		—		1,329
Shares granted to Employee	220	—		5		—		—		5		—		5
Shares granted to Directors	21,900	2		598		—		—		600		—		600
Restricted stock award	45,968	5		(5)		—		—		—		—		—
Shares purchased and cancelled	(20,281)	(2)		(75)		(387)		—		(464)		—		(464)
Net income	—	—		—		3,330		—		3,330		(368)		2,962
Contributions from partner	—	—		—		—		—		—		1,234		1,234
Distributions to partners	—	—		(89)		—		—		(89)		(19,732)		(19,821)
Profits interest equity grant	—	—		344		—		—		344		—		344
Minimum pension liability, net	—	—		—		—		(32)		(32)		—		(32)
Unrealized gains on investment, net	—	—		—		—		1		1		—		1
Balance at December 31, 2025	19,109,541	$	1,911	$	71,368	$	355,210	$	24	$	428,513	$	27,144	$	455,657

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Accounting Policies.

ORGANIZATION - FRP Holdings, Inc. (the “Company” or "FRP") was incorporated on April 22, 2014 in connection with a corporate reorganization that preceded the Spin-off of Patriot Transportation Holding, Inc. The Company’s predecessor issuer was formed on July 20, 1988. FRP is a holding company engaged in various real estate businesses. The segments of the Company include: (i) leasing and management of industrial and commercial properties (the “Industrial and Commercial Segment”), (ii) leasing and management of mining royalty land owned by the Company (the “Mining Royalty Lands Segment”), (iii) real property acquisition, entitlement, development and construction primarily for apartment, retail, industrial, and office (the “Development Segment”), (iv) management of mixed-use residential/retail properties owned through our joint ventures (the “Multifamily Segment”). Our investments in real estate partnerships not wholly owned by FRP which are conducted through limited liability corporations (“LLC”) are also referred to as joint ventures.

ALTMAN LOGISTICS PLATFORM ACQUISITION - On October 21, 2025, the Company completed the closing on its Purchase and Sales Agreement to acquire the business operations and development pipeline of Altman Logistics Properties, LLC, an operating platform of BBX Capital. Altman Logistics held minority interests in a portfolio of institutional-grade industrial assets under various stages of development (including the Company’s industrial developments in Lakeland and Davie, FL) as well as a contract for the purchase of an industrial land parcel. In conjunction with the acquisition, the Company hired six of Altman Logistic's employees. See Footnote 17.

COMMON STOCK SPLIT - On April 12, 2024, the Company effected a 2-for-1 forward split of its common stock in the nature of a dividend. All share and per share information, including share-based compensation, throughout this report have been retroactively adjusted to reflect the stock split. The shares of common stock retain a par value of $.10 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from capital in excess of par value to common stock.

CONSOLIDATION - The accompanying consolidated financial statements include the accounts of FRP Holdings, Inc. inclusive of our wholly owned operating real estate subsidiaries, FRP Development Corp., Florida Rock Properties, Inc., and consolidated partnerships Riverfront Investment Partners I, LLC, Riverfront Investment Partners II, LLC, Camp Lake Venture IA, LLC, Lakeland Logistics Park Venture, LLC, and Davie Logistics Park Venture, LLC. Investments in real estate joint ventures not controlled by the Company are accounted for under the equity or cost method of accounting as appropriate (See Note 2). All significant intercompany balances and transactions are eliminated in the consolidated financial statements. Certain items in the 2024 and 2023 financial statements have been reclassified for comparability purposes with the 2025 financials. These reclassifications had no effect on previously reported net income or equity.

The Company consolidates properties that are wholly-owned and joint ventures where it owns less than 100% but has control over the activities most important to the overall success of the partnership. Control is determined using an evaluation based on accounting standards related to the consolidation of Variable Interest Entities ("VIEs") and voting interest entities. For joint ventures that are determined to be a VIE, the Company consolidates the entity where it is deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. The ownership of our partners in the joint ventures that the Company consolidates is accounted for as noncontrolling interests on the consolidated financial statements.

Our investments accounted for under the equity method of accounting are detailed in Note 2. Our ownership of Riverfront Investment Partners I, LLC, Riverfront Investment Partners II, LLC, ~~Lakeland~~and ~~Logistics~~Camp ~~Park~~Lake Venture, ~~LLC~~IA, ~~and Davie Logistics Park Venture,~~ LLC includes a non-controlling interest representing the ownership of our partners. Lakeland Logistics Park

CASH AND CASH EQUIVALENTS - The Company considers all Treasury bills available for sale regardless of maturity and other highly liquid debt instruments with maturities of three months or less at time of purchase to be cash equivalents. Bank overdrafts consist of outstanding checks not yet presented to a bank for settlement, net of cash held in accounts with right of offset.66

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~~hold~~Venture, ~~the~~LLC ~~securities~~and toDavie ~~maturity.~~Logistics ~~Marketable~~Park ~~securities~~Venture, ~~that~~LLC ~~are~~included ~~bought~~a ~~and~~non-controlling ~~held~~interest ~~principally~~representing ~~for~~ the ~~purpose~~ownership of ~~selling~~our ~~them~~partners in ~~the~~from ~~near~~their ~~term~~formation ~~are~~in ~~classified~~2024 asthrough ~~trading~~October ~~securities~~21, ~~and~~2025 ~~are~~when ~~reported~~we atpurchased ~~fair~~the ~~value,~~noncontrolling ~~with~~interest ~~unrealized~~from ~~gains~~our ~~and~~partner. ~~losses~~As ~~recognized~~of inDecember ~~earnings.~~31, ~~Debt~~2025, ~~securities~~the ~~not~~consolidated ~~classified~~assets asof ~~held~~the toCompany’s ~~maturity~~consolidated orreal asestate ~~trading,~~entities ~~are~~with ~~classified~~a asnoncontrolling ~~available-for-sale~~interest were $253.7 million, and ~~are~~consolidated ~~carried~~liabilities atwere ~~fair~~$182.3 ~~value,~~million ~~with~~after ~~the~~intercompany ~~unrealized~~eliminations. ~~gains~~As ~~and~~of ~~losses~~December 31, ~~net~~2024, ofthe ~~tax,~~consolidated ~~included~~assets inof the ~~determination~~Company’s ofconsolidated ~~comprehensive~~real ~~income~~estate entities with a noncontrolling interest were $278.0 million, and ~~reported~~consolidated inliabilities ~~the~~were ~~Consolidated~~$181.4 ~~Statements~~million ofafter ~~Comprehensive~~intercompany ~~Income~~eliminations. The ~~fair~~Company ~~value~~classifies ofdistributions ~~securities~~received isfrom ~~determined~~equity method investments using ~~quoted~~the ~~market~~cumulative ~~prices~~earnings approach. AtDistributions ~~December 31,~~received ~~2024~~in ~~and~~excess ~~2023,~~of nocumulative ~~investments~~equity ~~were~~in ~~held~~earnings ~~for~~are ~~trading~~classified ~~purposes~~as orcash ~~classified~~flows from investing activities as ~~held~~a toreturn ~~maturity~~of the Company's investment.

CASH, CASH EQUIVALENTS & RESTRICTED CASH - The Company considers all Treasury bills available for sale regardless of maturity and other highly liquid debt instruments with maturities of three months or less at time of purchase to be cash equivalents. Bank overdrafts consist of outstanding checks not yet presented to a bank for settlement, net of cash held in accounts with right of offset. Restricted cash in 2025 includes $10 million held by a special purpose entity that is the guarantor of construction debt. The balance of the restricted cash is mortgage loan escrow accounts.

INVESTMENTS AVAILABLE FOR SALE - The Company determines the appropriate classification of its investments in debt securities at the time of purchase and reevaluates such determinations at each balance sheet date. Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings. Debt securities not classified as held to maturity or as trading, are classified as available-for-sale, and are carried at fair value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in the Consolidated Statements of Comprehensive Income. The fair value of securities is determined using quoted market prices. At December 31, 2025 and 2024, no investments were held for trading purposes or classified as held to maturity.

REVENUE AND EXPENSE RECOGNITION - Lease revenues are generally recognized when earned under the leases and are considered collectable. Rental income from leases with scheduled increases or other incentives during their term is recognized on a straight-line basis over the term of the lease. Reimbursements of expenses, when provided in the lease, are recognized in the period that the expenses are incurred.

~~Mining~~In ~~royalty~~conjunction ~~revenues~~with ~~are~~the ~~recognized~~Logistics ~~when~~platform acquisition, the ~~performance~~Company ~~obligation~~assumed iscontracts ~~satisfied~~with ~~which~~its isreal ~~when~~estate ~~the~~joint ~~sand~~ventures orto ~~stone~~provide ~~mined~~management ~~and~~services ~~processed~~during bydevelopment, ~~the~~construction, ~~lessee~~lease isup, ~~sold~~ and ~~removed from the property~~stabilization. During ~~Our~~development ~~typical~~and ~~mining~~construction, ~~lease requires~~ the ~~tenant to pay the~~ Company arecognizes ~~monthly~~Joint ~~royalty~~venture inmanagement ~~arrears~~fee ~~based~~revenues, onnet ~~the number~~ of ~~tons~~intercompany ofamounts, ~~mined~~over ~~materials~~time ~~sold~~using ~~from~~the ~~our mining property multiplied by a~~ percentage ofcompletion ~~the~~method ~~average~~based ~~annual~~upon ~~sales~~costs ~~price~~incurred ~~per~~to ~~ton~~date ~~sold~~relative ~~from~~to ~~the~~total ~~prior~~estimated ~~fiscal year~~costs. InThe ~~certain~~joint ~~locations,~~venture ~~typically~~agreements ~~where~~provide ~~the~~for ~~sand~~promote ~~and~~distributions ~~stone~~in ~~deposits~~excess onof the ~~property~~Company's ~~have~~percentage ~~been~~ownership ~~depleted~~based ~~but~~upon ~~the~~total ~~tenant~~return ~~still~~of ~~has a need for~~ the ~~leased~~investments ~~land,~~over wecertain ~~collect~~financial ahurdles ~~minimum annual rental amount but this is not the predominant component of mining royalties revenues~~(waterfalls). AsPromote ~~such both mining royalty~~ revenues ~~and minimum annual rents~~ are recognized aswhen ~~revenues~~earned ~~from~~under ~~contracts~~the ~~with~~waterfall ~~customers~~provisions. Mining royalty revenues accounts receivable were $647,000, $465,000 and $618,000 at December 31, 2024, 2023 and 2022 respectively and there were no receivables from minimum rents. Mining royalties deferred revenue liabilities were $1,908,000, $325,000 and $47,000 at December 31, 2024, 2023 and 2022 respectively.

Mining royalty revenues are recognized when the performance obligation is satisfied which is when the sand or stone mined and processed by the lessee is sold and removed from the property. Our typical mining lease requires the tenant to pay the Company a monthly royalty in arrears based on the number of tons of mined materials sold from our mining property multiplied by a percentage of the average annual sales price per ton sold from the prior fiscal year. In certain locations, typically where the sand and stone deposits on the property have been depleted but the tenant still has a need for the leased land, we collect a minimum annual rental amount but this is not the predominant component of mining royalties revenues. As such both mining royalty revenues and minimum annual rents are recognized as revenues from contracts with customers. Mining royalty revenues accounts receivable were $992,000, $647,000 and $465,000 at December 31, 2025, 2024 and 2023 respectively and there were no receivables from minimum rents. Mining royalties deferred revenue liabilities were $2,250,000, $1,908,000 and $325,000 at December 31, 2025, 2024 and 2023 respectively.

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Sales of real estate are recognized when the collection of the sales price is reasonably assured and when the Company has fulfilled substantially all of its obligations, which are typically as of the closing date.

Accounts receivable are recorded net of discounts and provisions for estimated allowances. We estimate allowances on an ongoing basis by considering historical and current trends. We record estimated bad debts expense as a reduction of lease revenue. We estimate the net collectibility of our accounts receivable and establish an allowance for doubtful accounts based upon this assessment. Specifically, we analyze the aging of accounts receivable balances, historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms.

PROPERTY AND EQUIPMENT - Property and equipment is recorded at cost less accumulated depreciation and depletion. Provision for depreciation of property, plant and equipment is computed using the straight-line method based on the following estimated useful lives:


			Years
Building and improvements			3 - 39

Depletion expense is computed on the basis of units of production in relation to estimated sand and stone deposits.

Remaining sand and stone deposit estimates are periodically adjusted based upon surveys.

The Company recorded depreciation and depletion expenses for fiscal year ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, of $10,~~004~~912,000, $10,~~668~~004,000 and $10,~~618~~668,000, respectively.

All direct and indirect costs, including interest, related loan fees, and real estate taxes, associated with the predevelopment, development, construction, ~~leasing~~ or ~~expansion~~redevelopment of real estate investments are capitalized as a cost of the property. Included in indirect costs is an allocation of ~~internal~~the Company's project management staff costs associated with development of real estate investments. The cost of routine repairs and maintenance to property and equipment is expensed as incurred.

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IMPAIRMENT OF LONG-LIVED ASSETS – The Company reviews its long-lived assets, which include property and equipment and purchased intangible assets subject to amortization for potential impairment annually or whenever events or circumstances indicate the carrying amount of a long-lived asset may not be recoverable. This review consists of comparing cap rates on recent cash flows and market value estimates to the carrying values of each asset group. If this review indicates the carrying value might exceed fair value then an estimate of future cash flows for the remaining useful life of each property is prepared considering anticipated vacancy, lease rates, and any future capital expenditures.

DEVELOPED PROPERTY RENTALS PURCHASE ACCOUNTING – Acquisitions of rental property, including any associated intangible assets, are measured at fair value at the date of acquisition. Any liabilities assumed or incurred are recorded at their fair value at the time of acquisition. The fair value of the acquired property is allocated between land and building (on an as-if vacant basis) based on management’s estimate of the fair value of those components for each type of property and to tenant improvements based on the depreciated replacement cost of the tenant improvements, which approximates their fair value. The fair value of the in-place leases is recorded as follows:

•the fair value of leases in-place on the date of acquisition is based on absorption costs for the estimated lease-up period in which vacancy and foregone revenue are avoided due to the presence of the acquired leases;

•the fair value of above and below-market in-place leases based on the present value (using a discount rate that reflects the risks associated with the acquired leases) of the difference between contractual rent amounts to be paid under the assumed lease and the estimated market lease rates for the corresponding spaces over the remaining non-cancelable terms of the related leases; and

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•the fair value of intangible tenant or customer relationships.

The Company’s determination of these fair values requires it to estimate market rents for each of the leases and make certain other assumptions. These estimates and assumptions affect the rental revenue, and depreciation and amortization expense recognized for these leases and associated intangible assets and liabilities.

INVESTMENTS IN JOINT VENTURES - The Company uses the equity method to account for its investments in Brooksville, BC FRP Realty, Estero, FRP/MRP Buzzard Point Sponsor, ~~and~~ Greenville/Woodfield, Delray, Hamilton & Parsippany, in which it has a voting interest of 50% or less and has significant influence but does not have control. The Company uses the equity method to account for its investment in the Bryant Street Partnerships and The Verge at 1800 Half Street, in which it has a voting interest in excess of 50% because all major decisions are shared equally. Under the equity method, the investment is originally recorded at cost and adjusted to recognize the Company’s share of net earnings or losses of the investee, limited to the extent of the Company’s investment in and advances to the investee and financial guarantees on behalf of the investee that create additional basis. The Company regularly monitors and evaluates the realizable value of its investments. When assessing an investment for an other-than-temporary decline in value, the Company considers such factors as, the performance of the asset in relation to its own operating targets and its business plan, the investee’s revenue and cost trends, as well as liquidity and cash position, and the outlook for the overall industry in which the investee operates. From time to time, the Company may consider third party evaluations or valuation reports. If events and circumstances indicate that a decline in the value of these assets has occurred and is other-than-temporary, the Company records a charge to investment income (expense).

INCOME TAXES - Deferred tax assets and liabilities are recognized based on differences between financial statement and tax bases of assets and liabilities using presently enacted tax rates. Deferred income taxes result from temporary differences between pre-tax income reported in the financial statements and taxable income. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit. The second step is to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the amounts rely upon the determination of the probability of various possible outcomes. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law and expiration of statutes of limitations, effectively settled issues under audit, and audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision. It is the Company's policy to recognize as additional income tax expense the items of interest paid and penalties directly related to income taxes.

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probability of various possible outcomes. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law and expiration of statutes of limitations, effectively settled issues under audit, and audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision. It is the Company's policy to recognize as additional income tax expense the items of interest paid and penalties directly related to income taxes.

STOCK BASED COMPENSATION – The Company accounts for compensation related to share based plans by recognizing the grant date fair value of stock options and other equity-based compensation issued to employees in its income statement over the requisite employee service period using the straight-line attribution model. In addition, compensation expense must be recognized for the change in fair value of any awards modified, repurchased or cancelled after the grant date. The fair value of each grant is estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used in the model and current year impact are discussed in Note 7.

DEFERRED COMPENSATION PLAN - The Company has a deferred compensation plan, the Management Security Plan (MSP) for our former President. The accruals for future benefits are based upon actuarial assumptions.

EARNINGS PER COMMON SHARE - Basic earnings per common share are based on the weighted average number of common shares outstanding during the periods. Diluted earnings per common share are based on the weighted average number of common shares and potential dilution of securities that could share in earnings. ~~The differences between basic and diluted shares used for the calculation are the effect of employee and director stock options and restricted stock.~~

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The differences between basic and diluted shares used for the calculation are the effect of employee and director stock options and restricted stock.

USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Certain accounting policies and estimates are of more significance in the financial statement preparation process than others. The most critical accounting policies and estimates include the economic useful lives of our estimated remaining sand and stone deposits, property and equipment, provisions for uncollectible accounts receivable and collectibility of unrealized rents, accounting for real estate investments, estimates of exposures related to our insurance claims plans and environmental liabilities, and estimates for taxes. To the extent that actual, final outcomes are different than these estimates, or that additional facts and circumstances result in a revision to these estimates, earnings during that accounting period will be affected.

ENVIRONMENTAL - Environmental expenditures that benefit future periods are capitalized. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded for the estimated amount of expected environmental assessments and/or remedial efforts. Estimation of such liabilities includes an assessment of engineering estimates, continually evolving governmental laws and standards, and potential involvement of other potentially responsible parties.

COMPREHENSIVE INCOME – Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) refers to expenses, gains, and losses that are not included in net income, but rather are recorded directly in shareholders’ equity.

RECENTLY ISSUED ACCOUNTING STANDARDS – In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023 - 07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which requires disclosure of the significant segment expense categories that are regularly provided to the chief operating decision maker (CODM) and disclosure of the individual or committee identified as the CODM beginning with our 10-K for 2024. We adopted this ASU retrospectively on December 31, 2024. Refer to Note 10, Business Segments for the inclusion of the new required disclosures.

68 In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires additional information about the effective tax rate reconciliation and income taxes paid beginning with our 10-K for 2025. We adopted this ASU retrospectively beginning with this 10K. Refer to Note 8 for inclusion of the new required disclosures.

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the individual or committee identified as the CODM beginning with our 10-K for 2024. We adopted this ASU retrospectively on December 31, 2024. Refer to Note 10, Business Segments for the inclusion of the new required disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires additional information about the effective tax rate reconciliation and income taxes paid beginning with our 10-K for 2025. We are evaluating the impact of this standard on our income tax disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires the disaggregated disclosure of specific expense categories, including employee compensation, depreciation, and amortization, within relevant income statement captions. The ASU is effective beginning with our 10-K for 2027. We are evaluating the impact of this standard on our disclosures.

2. Investments in Joint Ventures.

The Company has investments in joint ventures, primarily with other real estate developers. Joint ventures where FRP is not the primary beneficiary are reflected in the line “Investment in joint ventures” along with $831,000 in Other liabilities on the balance sheet and “Equity in loss of joint ventures” on the income statement. The assets of these joint ventures are restricted to use by the joint ventures and their obligations can only be settled by their assets or additional contributions by the partners.

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The following table summarizes the Company’s investments in unconsolidated joint ventures (in thousands):

	Common Ownership		TotalInvestment		Total Assets ofThe Partnership	Profit (Loss) Of the Partnership	The Company's Share of Profit(Loss) of the Partnership (1)
As of December 31, 2024
Brooksville Quarry, LLC	50.00	%	$	7,579	14,498	(88)	(44)
BC FRP Realty, LLC	50.00	%	5,722		21,930	(664)	(332)
Buzzard Point Sponsor, LLC	50.00	%	2,446		4,892	—	—
Bryant Street Partnerships	72.10	%	65,248		194,390	(8,631)	(6,721)
Lending ventures			26,164		16,007	—	—
Estero Partnership	16.00	%	3,711		41,346	—	—
Verge Partnership	61.37	%	37,148		126,399	(5,055)	(3,102)
Greenville Partnerships	40.00	%	5,881		97,577	(2,900)	(1,160)
Total			$	153,899	517,039	(17,338)	(11,359)
As of December 31, 2023
Brooksville Quarry, LLC	50.00	%	$	7,552	14,439	(82)	(41)
BC FRP Realty, LLC	50.00	%	5,039		22,454	(632)	(316)
Buzzard Point Sponsor, LLC	50.00	%	2,326		4,652	—	—
Bryant Street Partnerships	61.36	%	71,786		202,634	(10,296)	(4,558)
Lending ventures			27,695		17,117	—	—
Estero Partnership	16.00	%	3,600		38,652	—	—
Verge Partnership	61.37	%	36,665		130,173	(9,039)	(5,547)
Greenville Partnerships	40.00	%	11,403		98,223	(3,687)	(1,475)
Total			$	166,066	528,344	(23,736)	(11,937)

The Company completed negotiations with MRP concerning the ownership adjustment related to the Bryant Street stabilization and conversion of FRP preferred equity to common equity resulting in FRP ownership of 72.10% effective in 2024 compared to 61.36% prior ownership. See Note 12 regarding debt guarantee gain included in the Company's share of loss of Bryant Street Partnership in 2023.

T able of c ontents

The ~~major~~Company ~~classes~~has ofcontracts ~~assets~~with its real estate joint ventures to provide management services during development, ~~liabilities~~construction, lease up, and ~~equity~~stabilization. These fee revenues, net of ~~the~~intercompany ~~Company’s~~amounts, ~~unconcolidated~~are ~~partnerships~~recorded as ofJoint ~~December 31,~~venture ~~2024,~~management ~~are~~fee ~~summarized~~revenue inon the ~~following~~face ~~two~~of ~~tables~~the ~~(in~~consolidated ~~thousands):~~statements of income.

	As of December 31, 2024
	Buzzard PointSponsor, LLC		Bryant StreetPartnership	EsteroPartnership	VergePartnership	GreenvillePartnership	TotalMultifamily
Investments in real estate, net	$	0	180,928	40,733	124,010	94,020	$	439,691
Cash and restricted cash	0		5,348	613	2,001	3,104	11,066
Unrealized rents & receivables	0		6,708	0	250	258	7,216
Deferred costs	4,892		1,406	0	138	195	6,631
Total Assets	$	4,892	194,390	41,346	126,399	97,577	$	464,604
Secured notes payable	$	0	108,084	16,000	68,242	79,829	$	272,155
Other liabilities	0		3,126	856	1,209	2,158	7,349
Capital – FRP	2,446		63,241	3,600	34,874	4,870	109,031
Capital – Third Parties	2,446		19,939	20,890	22,074	10,720	76,069
Total Liabilities and Capital	$	4,892	194,390	41,346	126,399	97,577	$	464,604

The following table summarizes the Company’s investments in unconsolidated joint ventures (in thousands):

	As of December 31, 2024
	Common Ownership			TotalInvestment		Total Assets ofThe Partnership	Profit (Loss) Of the Partnership	The Company's Share of Profit(Loss) of the Partnership (1)
	BrooksvilleQuarry, LLC			BC FRPRealty, LLC		Lending Ventures	TotalMultifamily	GrandTotal
As of December 31, 2025
Investments in real estate, net	$	14,354		20,956		16,007	439,691	$	491,008
Brooksville Quarry, LLC	50.00		%	$	7,530	14,404	(90)	(45)
Cash and restricted cash	143			144		0	11,066	11,353
BC FRP Realty, LLC	50.00		%	5,013		23,759	774	387
Unrealized rents & receivables	0			517		0	7,216	7,733
Buzzard Point Sponsor, LLC	50.00		%	2,569		5,138	—	—
Deferred costs	1			313		0	6,631	6,945
Bryant Street Partnerships	72.08		%	59,334		186,189	(7,163)	(5,662)
Total Assets	$	14,498		21,930		16,007	464,604	$	517,039
Lending ventures				14,803		11,318	—	—
Secured notes payable	$	0		10,315		(10,157)	272,155	$	272,313
Industrial Partnerships	9.63		%	8,477		119,975	—	—
Other liabilities	0			285		0	7,349	7,634
Estero Partnership	16.00		%	7,008		67,484	—	—
Capital – FRP	7,579			5,665		26,164	109,031	148,439
Verge Partnership	61.37		%	34,226		122,194	(4,261)	(2,615)
Capital - Third Parties	6,919			5,665		0	76,069	88,653
Greenville Partnerships	58.01		%	13,293		111,058	(2,925)	(1,170)
Total Liabilities and Capital	$	14,498		21,930		16,007	464,604	$	517,039
Total, net				$	152,253	661,519	(13,665)	(9,105)
As of December 31, 2024
Brooksville Quarry, LLC	50.00		%	$	7,579	14,498	(88)	(44)
BC FRP Realty, LLC	50.00		%	5,722		21,930	(664)	(332)
Buzzard Point Sponsor, LLC	50.00		%	2,446		4,892	—	—
Bryant Street Partnerships	72.10		%	65,248		194,390	(8,631)	(6,721)
Lending ventures				26,164		16,007	—	—
Estero Partnership	16.00		%	3,711		41,346	—	—
Verge Partnership	61.37		%	37,148		126,399	(5,055)	(3,102)
Greenville Partnerships	40.00		%	5,881		97,577	(2,900)	(1,160)
Total				$	153,899	517,039	(17,338)	(11,359)

The Company’s capital recorded by the unconsolidated Joint Ventures is $5,460,000 less than the Investment in Joint Ventures reported in the Company’s consolidated balance sheet due primarily to capitalized interest.

T able of c ontents

The major classes of assets, liabilities and equity of the Company’s ~~Investments~~unconsolidated inpartnerships ~~Joint Ventures~~ as of December 31, ~~2023~~2025, are summarized in the following two tables (in thousands):

As of December 31, 2023

As of December 31, 2025

Buzzard PointSponsor, LLC

Bryant StreetPartnership

EsteroPartnership

VergePartnership

GreenvillePartnership

TotalMultifamily

Investments in real estate, net

~~187~~174,~~616~~479

3559,~~576~~843

~~128~~119,~~154~~954

95107,~~911~~656

~~447~~461,~~257~~932

Cash and restricted cash

73,~~543~~643

37,~~076~~406

1,~~323~~728

23,~~000~~109

1315,~~942~~886

Unrealized rents & receivables

6,~~737~~783

0235

~~403~~374

~~127~~92

7,~~267~~484

Deferred costs

45,~~652~~138

~~738~~1,284

~~293~~138

~~185~~201

56,~~868~~761

Total Assets

45,~~652~~138

~~202~~186,~~634~~189

3867,~~652~~484

~~130~~122,~~173~~194

98111,~~223~~058

~~474~~492,~~334~~063

Secured notes payable

~~107~~108,~~084~~760

168,~~000~~235

7268,~~691~~498

6681,~~434~~865

~~262~~267,~~209~~358

Other liabilities

32,~~129~~363

03,331

1,~~344~~509

34,~~867~~660

811,~~340~~863

Capital – FRP

2,~~326~~569

6956,~~779~~735

36,~~600~~828

3431,~~391~~952

1012,~~450~~385

~~120~~110,~~546~~469

Capital – Third Parties

2,~~326~~569

2218,~~642~~331

1949,~~052~~090

2120,~~747~~235

1712,~~472~~148

83102,~~239~~373

Total Liabilities and Capital

45,~~652~~138

~~202~~186,~~634~~189

3867,~~652~~484

~~130~~122,~~173~~194

98111,~~223~~058

~~474~~492,~~334~~063

As of December 31, 2023

As of December 31, 2025

BrooksvilleQuarry, LLC

BC FRPRealty, LLC

Lending Ventures

Multifamily

GrandTotal

Industrial Partnerships

BrooksvilleQuarry, LLC

BC FRPRealty, LLC

Lending Ventures

TotalMultifamily

GrandTotal

Investments in real estate, net

14119,~~358~~215

~~21,503~~$

14,350

1721,~~117~~539

~~447~~11,~~257~~318

$461,932

~~500,235~~

628,354

Cash and restricted cash

80760

~~127~~53

01,347

~~13,942~~0

1415,~~149~~886

18,046

Unrealized rents & receivables

~~464~~0

0548

~~7,267~~0

7,~~731~~484

8,032

Deferred costs

~~360~~1

0325

~~5,868~~0

6,~~229~~761

7,087

Total Assets

14119,~~439~~975

~~22,454~~$

14,404

1723,~~117~~759

~~474~~11,~~334~~318

$492,063

~~528,344~~

661,519

Secured notes payable

046,843

~~12,086~~$

~~(10~~13,~~578)~~731

~~262~~(3,~~209~~484)

$267,358

~~263,717~~

324,448

Other liabilities

06,163

~~402~~0

0288

~~8,340~~0

811,~~742~~863

18,314

Capital – FRP

7,~~552~~239

47,~~983~~530

274,~~695~~870

~~120~~14,~~546~~802

~~160~~110,~~776~~469

144,910

Capital - Third Parties

659,~~887~~730

46,~~983~~874

04,870

~~83,239~~0

95102,~~109~~373

173,847

Total Liabilities and Capital

14119,~~439~~975

~~22,454~~$

14,404

1723,~~117~~759

~~474~~11,~~334~~318

$492,063

~~528,344~~

661,519

The ~~amount~~Company’s ofcapital ~~consolidated~~recorded ~~retained~~by ~~earnings~~the ~~(accumulated~~unconsolidated ~~deficit)~~Joint ~~for~~Ventures ~~these~~is ~~joint ventures was~~ $~~(30~~7,~~513~~343,000) ~~and~~less ~~$(21,823,000)~~than asthe ofInvestment ~~December 31,~~in ~~2024~~Joint ~~and~~Ventures ~~December 31,~~reported ~~2023,~~in ~~respectively~~the Company’s consolidated balance sheet due primarily to capitalized interest.

T able of c ontents

The major classes of assets, liabilities and equity of the Company’s Investments in Joint Ventures as of December 31, 2024 are summarized in the following two tables (in thousands):

As of December 31, 2024

Buzzard Point
Sponsor, LLC

Bryant Street
Partnership

Estero
Partnership

Verge
Partnership

Greenville
Partnership

Total
Multifamily

Filing Compare · FRP HOLDINGS, INC.