BAKER JOHN D II 4

What Happened

• John D. Baker II, a 10% owner of FRP Holdings, Inc. (FRPH), reported a gift disposition of 48,721 shares on 2026-02-19. The filing reports the transaction price as $0.00 (gift) and total reported disposition value of $0.
• The shares were distributed in connection with the termination of the Reporting Person’s grantor retained annuity trust and moved into irrevocable trusts for the benefit of his children.

Key Details

• Transaction date: 2026-02-19; Filing date: 2026-02-20 (filed the next day).
• Transaction type: Gift (code G); Price reported: $0.00; Shares transferred: 48,721.
• Shares owned after transaction: Not specified in the provided summary of the Form 4.
• Footnotes:
  • F1 — Shares are held by a trust for which Baker serves as co‑trustee and is the sole income beneficiary; he disclaims beneficial ownership except to the extent of his pecuniary interest.
  • F2 — The disposition reflects distribution of shares upon termination of Baker’s grantor retained annuity trust to irrevocable trusts for his children.
• Filing timeliness: Appears timely (filed the day after the transaction).

Context

• Gifts are transfers for estate-planning or family reasons and do not necessarily indicate the insider’s view of the company’s prospects. As a reported 10% owner, this is substantial ownership-level activity rather than routine open‑market buying or selling.