BAKER JOHN D II 4/A

What Happened

• John D. Baker II, a reported 10% owner of FRP Holdings, Inc. (FRPH), recorded a gift transaction on 2026-02-12 in which 97,442 shares were distributed (transaction code G; price $0.00). The Form 4 is an amended filing that also notes further distributions related to the termination of a grantor retained annuity trust (GRAT).
• The filing’s footnotes state the shares were distributed to irrevocable trusts for the benefit of the Reporting Person’s children (F1). An amendment (F3) also records that 118,710 shares were distributed to the Reporting Person’s Revocable Living Trust in connection with the GRAT termination. Footnote F2 says the filing was amended to correct the reported amount of securities beneficially owned after the dispositions.

Key Details

• Transaction date: 2026-02-12; recorded as a Gift (G) of 97,442 shares at $0.00.
• Amended filing date: 2026-02-19 (this is an amended Form 4; original filing/timeliness not specified in the excerpt).
• Notable footnotes: F1 — distribution from termination of a GRAT to irrevocable trusts for children; F3 — 118,710 shares distributed to the Reporting Person’s Revocable Living Trust; F2 — amendment corrected beneficial ownership totals.
• Shares owned after transaction: the filing was amended to correct beneficial ownership, but the exact post-transaction total is not provided in the excerpt.

Context

• This is a gift/estate-planning transaction tied to termination of a GRAT and trust distributions; such transfers are typically for estate planning and do not necessarily indicate the insider’s view of the company’s prospects.
• As a 10% owner (not an executive trade), this is institutional/ownership-structure activity rather than routine buy/sell trading for personal investment gains.