Form 8-K

8-K — FRP HOLDINGS, INC.

Accession: 0000844059-26-000090

Filed: 2026-11-04

Period: 2026-11-04

CIK: 0000844059

SIC: 6500 (REAL ESTATE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — frph-20261104.htm (Primary)

EX-99 (frph-20261104xexx99.htm)

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8-K

8-K (Primary)

Filename: frph-20261104.htm · Sequence: 1

frph-20261104

FALSE000084405900008440592026-11-042026-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 4, 2026

FRP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of incorporation)

001-36769

(Commission File Number)

47-2449198

(IRS Employer Identification No.)

200 W. FORSYTH STREET, 7TH FLOOR

JACKSONVILLE, FL

(Address of principal executive offices)

32202

(Zip Code)

(904) 858-9100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

FRPH

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

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. o

Item 2.02. Results of Operations and Financial Condition.

On November 4, 2026, FRP Holdings, Inc. issued a press release announcing results of operations for the second quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1.

The information in this report (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No. Description

99.1 FRP Holdings, Inc. Press Release dated November 4, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FRP HOLDINGS, INC.

Registrant

Date: November 4, 2026

By:

/s/Matthew C. McNulty

Matthew C. McNulty

Chief Financial Officer & Treasurer

EX-99

Filename: frph-20261104xexx99.htm · Sequence: 2

Document

FOR IMMEDIATE RELEASE

FRP Holdings, Inc. Reports Fiscal 2026 Third Quarter Results

Mining Royalty Revenue Rises 10%; Multifamily NOI Remains Pressured; Industrial Leasing Remains the Near-Term Priority

JACKSONVILLE, FL., November 5, 2026 – FRP Holdings, Inc. (NASDAQ: FRPH), a full-service real estate investment and development company with four distinct business segments including Multifamily, Industrial and Commercial, Development, and Mining Royalty Lands, today reported financial results for the quarter ended September 30, 2026. Key results for the quarter ended September 30, 2026 include:

Q3 2026 Financial Highlights & Recent Developments:

•Multifamily portfolio average occupancy was 93.0% across 1,827 units; pro rata NOI declined 12% year-over-year as concessions and operating expenses increased, and performance weakened at our Washington, DC properties.

•Average Industrial & Commercial occupancy, excluding Chelsea, was 71.4% versus 72.4% a year earlier; quarter-end occupancy was 74.3%

•Mining royalties were up 10% as a result of increases in both volume (up 6.9%) and revenue per ton (up 3.0%)

•Industrial deliveries are advancing, with leasing and stabilization required to convert development investment into recurring NOI and FFO

•Executed 126,682 square feet of industrial leasing activity, the most active quarter since Q2 2021 and more total leasing activity than Q2 2025-Q2 2026 combined.

“Third quarter results reflect continued leasing challenges in our Washington, DC multifamily assets and Maryland industrial portfolio, higher G&A following the Altman acquisition, and lower interest income as we deploy cash into development and balances in our lending ventures decline,” said John Baker III, CEO of FRP Holdings. “Mining remained a strong contributor, with royalty revenue increasing approximately 10% year-over-year. Our priority is building industrial scale and converting our investments into recurring NOI, supported by the contribution of our multifamily and mining businesses. We executed approximately 127,000 square feet of industrial leasing activity this quarter, our most active quarter since Q2 2021. Our immediate focus is carrying that activity forward and improving performance across our operating portfolio.”

Project

Available for Lease

Delivery / Acquisition

Cranberry

127,482 SF

Purchased 2019

Chelsea

258,279 SF

Q2 2025

Lakeland

201,420 SF

Est. Q4 2026

Davie

183,668 SF

Est. Q4 2026

Camp Lake

379,315 SF

Est. Q1 2027

Baker continued, “Chelsea, Lakeland, Davie, and Camp Lake together represent approximately 1.0 million square-feet of industrial space. We expect Lakeland and Davie to be substantially complete in the fourth quarter of 2026, followed by Camp Lake in the first quarter of 2027. As these properties move through shell completion and lease-up, interest expense and property operating costs previously capitalized during construction, along with depreciation will weigh on reported earnings until rental income increases. At stabilization, we estimate these four assets will generate approximately $12 million in annual recurring pro rata NOI and $7 million in annual FFO. These estimates represent annual contributions at stabilization, and their timing will depend on leasing and ultimately rent commencement. We are also focused on leasing vacancies at Cranberry Business Park, which we estimate could contribute approximately $1 million in additional annual recurring NOI and FFO at full occupancy. Our three merchant build projects located in Delray, Florida and Hamilton and Parsippany, New Jersey, totaling 510,307 square feet where FRP owns a minority interest, are in the early stages of lease-up. We intend to monetize these investments following stabilization and recycle the proceeds into future industrial opportunities.”

Operating Performance Snapshot (dollars in thousands)

Metric

Q3 2026

Q3 2025

Net Income Attributable to the Company

($165)

$662

Pro Rata NOI

$9,034

$9,523

Multifamily Pro Rata NOI

$4,028

$4,570

Industrial & Commercial NOI

$651

$904

Mining Royalty NOI

$4,115

$3,756

Q3 Consolidated Results of Operations

•Net loss attributable to the Company of $(165,000), or $(0.01) per share, versus net income of $662,000, or $0.03 per share.

•Pro rata NOI was down 5% to $9.0 million versus $9.5 million in Q3 2025, with the decline driven by lower Multifamily, Industrial and Commercial, and Development NOI, partially offset by higher Mining Royalty NOI

•Total revenues were $11.0 million, up 1.7%, as a 10% increase in mining royalty revenue and $49,000 of joint venture management fee revenue from the Altman platform helped to offset a 3% decline in lease revenue

•G&A increased $1,007,000 versus Q3 2025, driven by higher personnel costs, higher legal fees and integration expenses following the Altman acquisition, partially offset by $365,000 of increased labor capitalization

•Investment income decreased $1,018,000, reflecting $761,000 of lower interest income on cash balances due to lower average balances and interest rates, and $257,000 of lower lending venture income as outstanding loan balances declined.

Multifamily Segment

•Pro rata NOI in this segment was $4.0 million, down $542,000 or 12% versus Q3 2025. Although overall portfolio average occupancy was 93%, higher concessions and operating expenses, together with weaker performance at our Washington, DC properties, reduced NOI.

•Bryant Street’s NOI was down $273,000, accounting for over 50% of the decline in NOI year-over-year, driven by a 240 bps decline in occupancy to 91.0%, along with higher operating expenses and increased concessions; Dock 79’s NOI was down $121,000 despite occupancy improving 120 bps to 95.0% due to higher rent concessions and increased operating expenses; The Maren’s NOI was down $71,000 with occupancy declining 50 bps to 93.6%; The Verge’s NOI was down $49,000 with occupancy declining 110 bps to 90.9%

•Our Greenville assets remained steady with average overall occupancy above 95%

•Renewal rate increases in our DC assets averaged 2.5%; while those in our Greenville assets averaged 4.5%

Industrial and Commercial Segment

•This segment’s NOI was $651,000, down $253,000 or 28% versus Q3 2025, primarily reflecting the expiration of the former Vulcan land lease at 21st Street ($183,000), along with vacancies in our Maryland assets

•Excluding Chelsea, average occupancy for the quarter in our 9 existing in-service buildings was 71.4% versus 72.4% in Q3 2025, with the decline driven by non-renewing lease expirations. At quarter-end, the occupancy in our 9 existing in-service buildings was 74.3% as we added a new tenant during the quarter.

•During Q3 2026, we signed 61,065 square feet of new leases, 59,828 square feet of renewals, and a 5,789-square-foot three-month extension, totaling 126,682 square feet. Leasing approximately 399,000 square feet of available space in our Maryland portfolio, which includes 13,710 square feet of office, remains a primary near-term opportunity to increase NOI

Mining Royalty Segment

•NOI was $4.1 million, up $359,000 or 10% year-over-year, with both volume and pricing trending favorably

Development and Active Pipeline

•At our Harford County residential lending venture, we sold 23 lots versus 20 lot sales in Q3 2025 (and have now sold 271 of the 344 lots and booked $7.8 million of interest and profit to date)

•We expect our Lakeland and Davie warehouses to be substantially complete by the first of the year with Camp Lake to follow in the first quarter of 2027

•The Woven project in Greenville, SC (214 units with 13,500 sq ft of ground floor retail) is under construction with substantial completion expected late 2027

•Estero Phase 1 in the Naples/Ft. Myers, FL market is also under construction (296 multifamily units and 28,745 sq ft of retail) with substantial completion also expected late 2027

Merchant Platform

•This was the third full quarter following the October 21, 2025, closing of the Altman Logistics Property acquisition

•The acquired projects include warehouses in Delray Beach, FL (199,476 sq ft, completed Q1 2026; additional land for 392,976 sq ft in two warehouses); Hamilton, NJ (170,800 sq ft, completed Q2 2026); Parsippany, NJ (140,031 sq ft, completed Q3 2026); and Southwest Ranches, FL (335,617 sq ft; land acquired July 2026)

•The acquisition added origination, construction, and asset management capabilities to support the growth of FRP’s industrial platform

Year-to-Date Results

Nine Months Ended September 30, 2026

Nine-Month 2026 Financial Highlights:

•Multifamily portfolio average occupancy was 92.8% versus 93.7% in the first nine months of last year

•Industrial & Commercial NOI was $2.0 million, down 34%, reflecting the March 31, 2026 expiration of the former Vulcan land lease at 21st Street ($365,000) and lower occupancy at other properties

•Mining royalties were up 12% over the same period last year (volume up 2.6%, revenue per ton up 10.2%)

Operating Performance Snapshot (dollars in thousands)

Metric

YTD 2026

YTD 2025

Net Income Attributable to the Company

($1,111)

$2,950

Pro Rata NOI

$27,266

$28,575

Multifamily Pro Rata NOI

$12,428

$13,937

Industrial & Commercial NOI

$2,025

$3,053

Mining Royalty NOI

$12,015

$10,705

Nine-Month Consolidated Results of Operations

•The Company reported a net loss of $1,111,000 or $(0.06) per share, versus net income of $2,950,000 or $0.16 per share in the first nine months of 2025

•Pro rata NOI was down 5% to $27.3 million versus $28.6 million in the first nine months of 2025, with the decline driven by lower Multifamily, Industrial and Commercial and Development segment NOI, partially offset by higher Mining Royalty segment NOI

•Total revenues were $32.6 million, up 2.2%, as a 12% increase in mining royalty revenue and $407,000 of joint venture management fee revenue from the Altman platform helped to offset a 5% decline in lease revenue

•G&A increased $3,317,000 versus the first nine months of 2025, driven by higher personnel costs, higher audit fees, higher legal fees and integration expenses following the Altman acquisition, partially offset by $966,000 of increased labor capitalization

•Investment income decreased $3,002,000, reflecting $2,030,000 of lower interest income on cash balances due to lower average balances and interest rates, and $972,000 of lower lending venture income as outstanding loan balances declined

Multifamily Segment — Nine Months

•Pro rata NOI in this segment was $12.4 million, down $1,509,000 or 11% versus the first nine months of 2025, as portfolio-wide average occupancy declined to 92.8% from 93.7%

•The decline was predominantly concentrated in our DC assets: Bryant Street’s NOI was down $596,000 to $4,134,000 with occupancy declining 160 bps to 91.9%; The Verge’s NOI was down $309,000 to $1,793,000 with occupancy declining 260 bps to 90.3%; Dock 79’s NOI was down $364,000 to $2,474,000 with occupancy declining 250 bps to 92.5%; and The Maren’s NOI was down $221,000 to $2,320,000 with occupancy declining 60 bps to 93.2%

•Our Greenville assets remained steady with average occupancy above 95%

•Renewal rate increases in our DC assets averaged 2.6%; while those in our Greenville assets averaged 3.0%

Industrial and Commercial Segment — Nine Months

•This segment’s NOI was $2,025,000, down $1,028,000 or 34% versus the first nine months of 2025, reflecting the March 31, 2026 expiration of the former Vulcan land lease at 21st Street ($365,000) and vacancies in our Maryland assets

•Total revenues were $3,220,000, down $730,000 or 18%

•Our operating profit before G&A was $246,000, down $1,181,000 or 83%, including $298,000 of Chelsea warehouse depreciation and carrying costs

•Leasing up the Maryland portfolio remains the primary near-term NOI driver for the Company

Mining Royalty Segment — Nine Months

•NOI was $12.0 million, up $1,310,000 or 12% year-over-year, driven both by royalty tons (up 2.6%) and higher revenue per ton (up 10.2%).

Development Segment — Nine Months

•Operating profit before G&A was $514,000, up $2,316,000 versus an operating loss of $1,802,000 in the first nine months of 2025

•The improvement was driven by $407,000 of joint venture management fee revenue from the Altman platform and the prior year including $1,993,000 of Altman acquisition expenses, partially offset by $195,000 less capitalized real estate taxes

Conference Call

The Company will host a conference call on Thursday, November 5, 2026, at 9:00 a.m. (ET). Analysts, stockholders and other interested parties may access the teleconference live by calling 1-888-506-0062 (passcode 616988) within the United States or by joining the webcast at https://www.webcaster5.com/Webcast/Page/3158/54289. International callers may dial 1-973-528-0011 (passcode 616988). Audio replay will be available until November 5, 2027, by accessing it at the same link. The webcast replay will also be available on the Company’s investor relations page (https://investors.frpdev.com) following the call.

Additional Information

Our investor relations website is https://investors.frpdev.com and we encourage investors to use it as a way of easily finding information about us. We promptly make available on this website, free of charge, the reports that we file or furnish with the SEC, press releases, quarterly earnings presentations, investor presentations, and corporate governance information, and you may subscribe to Email Alerts to be notified of new information posted to this site.

Investors are cautioned that any statements in this press release which relate to the future are, by their nature, subject to risks and uncertainties that could cause actual results and events to differ materially from those indicated in such forward-looking statements. These 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 our 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; 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; cybersecurity risks; 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.

FRP Holdings, Inc. is a holding company engaged in the real estate business, namely (i) leasing and management of commercial properties owned by the Company, (ii) leasing and management of mining royalty land owned by the Company, (iii) real property acquisition, entitlement, development and construction primarily for apartment, retail, warehouse, and office, and (iv) leasing and management of residential apartment buildings.

Investor & Media Contacts

Robert Winters or Nathan Skown

FRPH@alpha-ir.com

312-445-2870

Comparative Results of Operations for the three months ended September 30, 2026 and 2025

Consolidated Results

(dollars in thousands)

Three Months Ended September 30,

2026

2025

Change

Revenues:

Lease revenue

$ 6,873

7,086

(213)

-3.0%

Mining royalty and rents

4,040

3,689

351

9.5%

Joint venture management fee revenue

—

Total revenues

10,962

10,775

187

1.7%

Cost of operations:

Depreciation, depletion and amortization

2,861

2,825

1.3%

Operating expenses

2,340

3,304

(964)

-29.2%

Property taxes

1,043

955

9.2%

General and administrative

3,335

2,328

1,007

43.3%

Total cost of operations

9,579

9,412

167

1.8%

Total operating profit

1,383

1,363

1.5%

Investment income

1,351

2,369

(1,018)

-43.0%

Interest expense

(700)

(739)

-5.3%

Equity in loss of joint ventures

(2,492)

(2,225)

(267)

12.0%

Gain on sale of real estate

—

Income before income taxes

(431)

768

(1,199)

-156.1%

Provision for income taxes

(50)

203

(253)

-124.6%

Net income (loss)

(381)

565

(946)

-167.4%

Income (loss) attributable to noncontrolling interest

(216)

(97)

(119)

122.7%

Net income (loss) attributable to the Company

$ (165)

662

(827)

-124.9%

Multifamily Segment (Pro rata consolidated and pro rata unconsolidated)

Three months ended September 30, 2026

(dollars in thousands)

2026

2025

Change

Lease revenue

$ 8,228

100.0%

8,466

100.0%

(238)

-2.8%

Depreciation and amortization

3,511

42.7%

3,347

39.5%

164

4.9%

Operating expenses

3,075

37.4%

2,842

33.6%

233

8.2%

Property taxes

995

12.1%

1,021

12.1%

(26)

-2.5%

Cost of operations

7,581

92.1%

7,210

85.2%

371

5.1%

Operating profit before G&A

$ 647

7.9%

1,256

14.8%

(609)

-48.5%

Depreciation and amortization

3,511

3,347

164

Unrealized rents & other

(130)

(33)

(97)

Net operating income

$ 4,028

49.0%

4,570

54.0%

(542)

-11.9%

Apartment Building

Units

Pro rata NOI

Q3 2026

Pro rata NOI

Q3 2025

Avg. Occupancy Q3 2026

Avg. Occupancy Q3 2025

Renewal Success Rate Q3 2026

Renewal % increase Q3 2026

Dock 79 Anacostia DC

305

$817,000

$938,000

95.0%

93.8%

59.2%

5.6%

Maren Anacostia DC

264

$725,000

$796,000

93.6%

94.1%

55.2%

2.7%

Riverside Greenville

200

$208,000

$213,000

95.8%

92.0%

82.7%

1.8%

Bryant Street DC

487

$1,376,000

$1,649,000

91.0%

93.4%

65.4%

2.0%

.408 Jackson Greenville

227

$335,000

$358,000

94.7%

92.5%

65.0%

6.8%

Verge Anacostia DC

344

$567,000

$616,000

90.9%

92.0%

64.2%

0.5%

Multifamily Segment

1,827

$4,028,000

$4,570,000

93.0%

Multifamily Segment (Consolidated - Dock 79 & The Maren)

Three months ended September 30, 2026

(dollars in thousands)

2026

2025

Change

Lease revenue

$ 5,430

100.0%

5,556

100.0%

(126)

-2.3%

Depreciation and amortization

2,011

37.0%

2,002

36.1%

.4%

Operating expenses

1,910

35.2%

1,763

31.7%

147

8.3%

Property taxes

618

11.4%

636

11.4%

(18)

-2.8%

Cost of operations

4,539

83.6%

4,401

79.2%

138

3.1%

Operating profit before G&A

$ 891

16.4%

1,155

20.8%

(264)

-22.9%

Multifamily Segment (Pro rata unconsolidated)

Our Multifamily Segment has four unconsolidated joint ventures (Bryant Street, The Verge, Riverside, and .408 Jackson). Riverside was moved from the Development segment to the Multifamily segment in 2022, Bryant Street and .408 Jackson moved as of the beginning of 2024 and The Verge moved effective July 1, 2024, each upon reaching lease-up stabilization.

Three months ended September 30, 2026

(dollars in thousands)

2026

2025

Change

Lease revenue

$ 5,272

100.0%

5,440

100.0%

(168)

-3.1%

Depreciation and amortization

2,410

45.7%

2,250

41.4%

160

7.1%

Operating expenses

2,051

38.9%

1,894

34.8%

157

8.3%

Property taxes

659

12.5%

675

12.4%

(16)

-2.4%

Cost of operations

5,120

97.1%

4,819

88.6%

301

6.2%

Operating profit before G&A

$ 152

2.9%

621

11.4%

(469)

-75.5%

Industrial and Commercial Segment

Three months ended September 30, 2026

(dollars in thousands)

2026

2025

Change

Lease revenue

$ 1,037

100.0%

1,229

100.0%

(192)

(15.6%)

Depreciation and amortization

577

55.6%

567

46.2%

1.8%

Operating expenses

255

24.6%

224

18.2%

13.8%

Property taxes

137

13.2%

7.9%

41.2%

Cost of operations

969

93.4%

888

72.3%

9.1%

Operating profit before G&A

$ 68

6.6%

341

27.7%

(273)

(80.1%)

Depreciation and amortization

577

567

Unrealized revenues

(4)

Net operating income

$ 651

62.8%

$ 904

73.6%

$ (253)

(28.0%)

Mining Royalty Lands Segment Results

Three months ended September 30, 2026

(dollars in thousands)

2026

2025

Change

Mining royalty and rent revenue

$ 4,040

100.0%

3,689

100.0%

351

9.5%

Depreciation, depletion and amortization

230

5.6%

213

5.8%

8.0%

Operating expenses

0.9%

0.5%

105.9%

Property taxes

1.9%

2.0%

1.3%

Cost of operations

341

8.4%

305

8.3%

11.8%

Operating profit before G&A

$ 3,699

91.6%

3,384

91.7%

315

9.3%

Depreciation and amortization

230

213

Unrealized revenues

186

159

Net operating income

$ 4,115

101.9%

$ 3,756

101.8%

$ 359

9.6%

Development Segment Results

Three months ended September 30, 2026

(dollars in thousands)

2026

2025

Change

Lease revenue

$ 406

301

105

Joint venture management fee revenue

—

Total revenues

455

301

154

Depreciation, depletion and amortization

—

Operating expenses

140

1,300

(1,160)

Property taxes

212

147

Cost of operations

395

1,490

(1,095)

Operating profit before G&A

$ 60

(1,189)

1,249

Comparative Results of Operations for the Nine months ended September 30, 2026 and 2025

Consolidated Results

(dollars in thousands)

Nine Months Ended September 30,

2026

2025

Change

Revenues:

Lease revenue

$ 20,409

21,399

(990)

-4.6%

Mining royalty and rents

11,823

10,532

1,291

12.3%

Joint venture management fee revenue

407

—

407

Total revenues

32,639

31,931

708

2.2%

Cost of operations:

Depreciation/depletion/amortization

8,626

8,158

468

5.7%

Operating expenses

6,442

7,743

(1,301)

-16.8%

Property taxes

3,110

2,895

215

7.4%

General and administrative

11,107

7,790

3,317

42.6%

Total cost of operations

29,285

26,586

2,699

10.2%

Total operating profit

3,354

5,345

(1,991)

-37.2%

Investment income

4,276

7,278

(3,002)

-41.2%

Interest expense

(2,109)

(2,258)

149

-6.6%

Equity in loss of joint ventures

(7,526)

(6,635)

(891)

13.4%

Gain on sale of real estate

—

Income before income taxes

(1,978)

3,730

(5,708)

-153.0%

Provision for income taxes

(332)

907

(1,239)

-136.6%

Net income (loss)

(1,646)

2,823

(4,469)

-158.3%

Income (loss) attributable to noncontrolling interest

(535)

(127)

(408)

321.3%

Net income (loss) attributable to the Company

$ (1,111)

2,950

(4,061)

-137.7%

Multifamily Segment (Pro rata consolidated and pro rata unconsolidated)

Nine months ended September 30, 2026

(dollars in thousands)

2026

2025

Change

Lease revenue

$ 24,446

100.0%

25,238

100.0%

(792)

-3.1%

Depreciation and amortization

10,246

41.9%

10,020

39.7%

226

2.3%

Operating expenses

8,717

35.7%

8,158

32.3%

559

6.9%

Property taxes

2,931

12.0%

2,999

11.9%

(68)

-2.3%

Cost of operations

21,894

89.6%

21,177

83.9%

717

3.4%

Operating profit before G&A

$ 2,552

10.4%

4,061

16.1%

(1,509)

-37.2%

Depreciation and amortization

10,246

10,020

226

Unrealized rents & other

(370)

(144)

(226)

Net operating income

$ 12,428

50.8%

13,937

55.2%

(1,509)

-10.8%

Apartment Building

Units

Pro rata NOI

YTD 2026

Pro rata NOI

YTD 2025

Avg. Occupancy YTD 2026

Avg. Occupancy YTD 2025

Renewal Success Rate YTD 2026

Renewal % increase YTD 2026

Dock 79 Anacostia DC

305

$2,474,000

$2,838,000

92.5%

95.0%

63.6%

5.0%

Maren Anacostia DC

264

$2,320,000

$2,541,000

93.2%

93.8%

60.1%

3.7%

Riverside Greenville

200

$675,000

$650,000

96.7%

92.6%

70.7%

0.9%

Bryant Street DC

487

$4,134,000

$4,730,000

91.9%

93.5%

61.8%

1.8%

.408 Jackson Greenville

227

$1,032,000

$1,076,000

94.9%

55.0%

4.8%

Verge Anacostia DC

344

$1,793,000

$2,102,000

90.3%

92.9%

65.4%

0.9%

Multifamily Segment

1,827

$12,428,000

$13,937,000

92.8%

93.7%

Multifamily Segment (Consolidated - Dock 79 and The Maren)

Nine months ended September 30, 2026

(dollars in thousands)

2026

2025

Change

Lease revenue

$ 16,064

100.0%

16,547

100.0%

(483)

-2.9%

Depreciation and amortization

6,027

37.6%

5,932

35.8%

1.6%

Operating expenses

5,259

32.7%

4,875

29.5%

384

7.9%

Property taxes

1,852

11.5%

1,919

11.6%

(67)

-3.5%

Cost of operations

13,138

81.8%

12,726

76.9%

412

3.2%

Operating profit before G&A

$ 2,926

18.2%

3,821

23.1%

(895)

-23.4%

Multifamily Segment (Pro rata unconsolidated)

Nine months ended September 30, 2026

(dollars in thousands)

2026

2025

Change

Lease revenue

$ 15,694

100.0%

16,225

100.0%

(531)

-3.3%

Depreciation and amortization

6,944

44.2%

6,768

41.7%

176

2.6%

Operating expenses

5,925

37.8%

5,560

34.3%

365

6.6%

Property taxes

1,923

12.3%

1,954

12.0%

(31)

-1.6%

Cost of operations

14,792

94.3%

14,282

88.0%

510

3.6%

Operating profit before G&A

$ 902

5.7%

1,943

12.0%

(1,041)

-53.6%

Industrial and Commercial Segment

Nine months ended September 30, 2026

(dollars in thousands)

2026

2025

Change

Lease revenue

$ 3,220

100.0%

3,950

100.0%

(730)

(18.5%)

Depreciation and amortization

1,743

54.2%

1,529

38.7%

214

14.0%

Operating expenses

840

26.1%

687

17.4%

153

22.3%

Property taxes

391

12.1%

307

7.8%

27.4%

Cost of operations

2,974

92.4%

2,523

63.9%

451

17.9%

Operating profit before G&A

$ 246

7.6%

1,427

36.1%

(1,181)

(82.8%)

Depreciation and amortization

1,743

1,529

214

Unrealized revenues

(61)

Net operating income

$ 2,025

62.9%

$ 3,053

77.3%

$ (1,028)

(33.7%)

Mining Royalty Lands Segment Results

Nine months ended September 30, 2026

(dollars in thousands)

2026

2025

Change

Mining royalty and rent revenue

$ 11,823

100.0%

10,532

100.0%

1,291

12.3%

Depreciation, depletion and amortization

727

6.2%

568

5.4%

159

28.0%

Operating expenses

0.8%

0.5%

87.8%

Property taxes

229

1.9%

226

2.1%

1.3%

Cost of operations

1,048

8.9%

843

8.0%

205

24.3%

Operating profit before G&A

$ 10,775

91.1%

9,689

92.0%

1,086

11.2%

Depreciation and amortization

727

568

159

Unrealized revenues

513

448

Net operating income

$ 12,015

101.6%

$ 10,705

101.6%

$ 1,310

12.2%

Development Segment Results

Nine months ended September 30, 2026

(dollars in thousands)

2026

2025

Change

Lease revenue

$ 1,125

902

223

Joint venture management fee revenue

407

—

407

Total revenues

1,532

902

630

Depreciation, depletion and amortization

129

—

Operating expenses

251

2,132

(1,881)

Property taxes

638

443

195

Cost of operations

1,018

2,704

(1,686)

Operating profit before G&A

$ 514

(1,802)

2,316

CONSOLIDATED BALANCE SHEETS – (In thousands, except share data)

Assets:

September 30,

2026

December 31,

2025

Real estate investments at cost:

Land

$ 182,846

182,936

Buildings and improvements

310,640

309,132

Projects under construction

112,839

45,032

Total investments in properties

606,325

537,100

Less accumulated depreciation and depletion

97,169

88,558

Net investments in properties

509,156

448,542

Real estate held for investment, at cost

12,983

12,626

Investments in joint ventures

165,766

153,084

Net real estate investments

687,905

614,252

Cash, cash equivalents and restricted cash including $11,706 and $11,394 of restricted cash at September 30, 2026 and December 31, 2025, respectively

73,180

105,361

Accounts receivable, net

2,057

1,874

Federal and state income taxes receivable

1,455

1,071

Unrealized rents

1,517

1,264

Deferred costs

3,509

3,768

Goodwill

6,893

Other assets

693

662

Total assets

$ 777,209

735,145

Liabilities:

Notes payable, net

$ 231,666

192,554

Accounts payable and accrued liabilities

16,153

12,148

Other liabilities

1,552

2,317

Deferred revenue

3,850

3,356

Deferred income taxes

66,900

Deferred compensation

1,519

1,524

Tenant security deposits

789

689

Total liabilities

322,429

279,488

Commitments and contingencies

Equity:

Common stock, $.10 par value

25,000,000 shares authorized,

19,198,301 and 19,109,541 shares issued

and outstanding, respectively

1,920

1,911

Capital in excess of par value

73,139

71,368

Retained earnings

354,099

355,210

Accumulated other comprehensive income, net

Total shareholders’ equity

429,170

428,513

Noncontrolling interests

25,610

27,144

Total equity

454,780

455,657

Total liabilities and equity

$ 777,209

735,145

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 operating profit before G&A and Pro rata net operating income (NOI) 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. These measures are not, and should not be viewed as, a substitute for GAAP financial measures.

Pro rata Net Operating Income Reconciliation

Nine months ending 9/30/26 (in thousands)

Industrial and

Commercial

Segment

Development

Segment

Multifamily

Segment

Mining

Royalties

Segment

Unallocated

Corporate

Expenses

FRP

Holdings

Totals

Net income (loss)

$ 188

1,747

(4,830)

8,235

(6,986)

(1,646)

Income tax allocation

537

(1,319)

2,530

(2,138)

(332)

Income (loss) before income taxes

246

2,284

(6,149)

10,765

(9,124)

(1,978)

Less:

Unrealized rents

—

289

—

289

Management fee revenue

—

407

—

407

Gain on sale of real estate

—

Interest income

—

1,810

—

2,447

4,276

Plus:

Unrealized rents

—

513

—

549

Professional fees

—

140

—

151

Equity in loss of joint ventures

—

7,449

—

7,526

Interest expense

—

1,645

—

464

2,109

Depreciation/amortization

1,743

129

6,027

727

—

8,626

General and administrative

—

11,107

Net operating income (loss)

2,025

247

8,804

12,015

—

23,091

NOI of noncontrolling interest

—

(4,010)

—

(4,010)

Pro rata NOI from unconsolidated joint ventures

—

551

7,634

—

8,185

Pro rata net operating income

$ 2,025

798

12,428

12,015

—

27,266

Pro rata Net Operating Income Reconciliation

Nine months ending 9/30/25 (in thousands)

Industrial and

Commercial

Segment

Development

Segment

Multifamily

Segment

Mining

Royalties

Segment

Unallocated

Corporate

Expenses

FRP

Holdings

Totals

Net income (loss)

$ 1,092

948

(3,940)

7,385

(2,662)

2,823

Income tax allocation

335

291

(1,221)

2,269

(767)

907

Income (loss) before income taxes

1,427

1,239

(5,161)

9,654

(3,429)

3,730

Less:

Unrealized rents

—

Interest income

—

2,782

—

4,486

7,278

Plus:

Unrealized rents

—

448

—

565

Professional fees

—

1,975

114

—

2,089

Equity in loss of joint ventures

—

(259)

6,859

—

6,635

Interest expense

—

2,133

—

125

2,258

Depreciation/amortization

1,529

129

5,932

568

—

8,158

General and administrative

—

7,790

Net operating income (loss)

3,053

302

9,887

10,705

—

23,947

NOI of noncontrolling interest

—

(4,508)

—

(4,508)

Pro rata NOI from unconsolidated joint ventures

—

578

8,558

—

9,136

Pro rata net operating income

$ 3,053

880

13,937

10,705

—

28,575

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Registrant Name

FRP HOLDINGS, INC.

Entity Incorporation, State or Country Code

Entity File Number

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Entity Tax Identification Number

47-2449198

Entity Address, Address Line One

200 W. FORSYTH STREET

Entity Address, Address Line Two

7TH FLOOR

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JACKSONVILLE

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