BAKER JOHN D II 4

What Happened John D. Baker II, a 10% owner of FRP Holdings, Inc. (FRPH), reported a gift (disposition code G) of 97,442 shares on February 12, 2026. The shares were reported at $0.00 per share (a gift), so there were no proceeds from the transaction. The Form 4 was filed on February 17, 2026.

Key Details

• Transaction date and type: 2026-02-12 — Gift of 97,442 shares at $0.00 per share (reported disposition).
• Reported value: $0 (gift).
• Filing date: 2026-02-17 (filed after the transaction date — filing appears late relative to the usual two-business-day Form 4 requirement).
• Shares owned after transaction: Not specified in the filing.
• Footnotes of note:
  • F1: Upon termination of the reporting person’s grantor retained annuity trust, 110,710 shares were distributed to the Reporting Person’s Revocable Living Trust.
  • F2: The reported disposition reflects a distribution of shares in connection with that trust termination; the shares were distributed to irrevocable trusts for the benefit of the Reporting Person’s children.
  • F3: Some shares are held by a trust for which the Reporting Person is co-trustee and sole income beneficiary; he disclaims beneficial ownership except for any pecuniary interest.

Context This was a gift and not an open-market sale or purchase; gifts are often related to estate planning or transfers to family trusts and do not necessarily signal insider sentiment about the company’s stock. As a 10% owner (not necessarily an executive trade), these transfers primarily reflect ownership and trust arrangements rather than routine buying or selling for investment purposes.