FRP Holdings - 10-Q quarterly report FY

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 10-Q

_____________________


			(Mark One)

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

						For the quarterly period ended March 31, 2026


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

						For the transition period from_________ to _________

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- 858-9100

(Registrant’s telephone number, including area code)

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $.10 par value

FRPH

NASDAQ

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 [_]

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,” “non-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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_] No [x]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class						Outstanding at May 13, 2026
Common Stock, $.10 par value per share						19,170,275 shares

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FRP HOLDINGS, INC.

FORM 10-Q

QUARTER ENDED MARCH 31, 2026

CONTENTS


		Page No.

Preliminary Note Regarding Forward-Looking Statements		3

Part I. Financial Information

Item 1.	Financial Statements
	Consolidated Balance Sheets	4
	Consolidated Statements of Income	5
	Consolidated Statements of Comprehensive Income	6
	Consolidated Statements of Cash Flows	7
	Consolidated Statements of Shareholders’ Equity	8
	Condensed Notes to Consolidated Financial Statements	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures about Market Risks	40

Item 4.	Controls and Procedures	41

Part II. Other Information


Item 1A.	Risk Factors	42

Item 2.	Purchase of Equity Securities by the Issuer	42

Item 6.	Exhibits	42

Signatures		43

Exhibit 31	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	45

Exhibit 32	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	45

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Preliminary Note Regarding Forward-Looking Statements.

This Quarterly Report on Form 10-Q, together with other statements and information publicly disseminated by us, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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-Q 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 Mid-Atlantic and Florida; 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; cyber security 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. 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. FINANCIAL INFORMATION, ITEM 1. FINANCIAL STATEMENTS

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited) (In thousands, except share data)


Assets:	March 31 2026		December 31 2025
Real estate investments at cost:
Land	$	182,887	182,936
Buildings and improvements	310,168		309,132
Projects under construction	57,354		45,032
Total investments in properties	550,409		537,100
Less accumulated depreciation and depletion	91,412		88,558
Net investments in properties	458,997		448,542

Real estate held for investment, at cost	12,741		12,626
Investments in joint ventures	155,065		153,084
Net real estate investments	626,803		614,252

Cash, cash equivalents and restricted cash including $10,889 and $11,394 of restricted cash at March 31, 2026 and December 31, 2025, respectively	107,859		105,361

Accounts receivable, net	1,950		1,874
Federal and state income taxes receivable	1,279		1,071
Unrealized rents	1,299		1,264
Deferred costs	3,637		3,768
Goodwill	6,893		6,893
Other assets	669		662
Total assets	$	750,389	735,145

Liabilities:
Notes payable, net	$	203,916	192,554
Accounts payable and accrued liabilities	17,122		12,148
Other liabilities	2,407		2,317

Deferred revenue	3,401		3,356
Deferred income taxes	66,901		66,900
Deferred compensation	1,546		1,524
Tenant security deposits	699		689
Total liabilities	295,992		279,488

Commitments and contingencies

Equity:
Common stock, $.10 par value 25,000,000 shares authorized, 19,170,275 and 19,109,541 shares issued and outstanding, respectively	1,917		1,911
Capital in excess of par value	71,730		71,368
Retained earnings	354,523		355,210
Accumulated other comprehensive income, net	8		24
Total shareholders’ equity	428,178		428,513
Noncontrolling interests	26,219		27,144
Total equity	454,397		455,657
Total liabilities and equity	$	750,389	735,145

See accompanying notes.

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FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except per share amounts)

(Unaudited)


	THREE MONTHS ENDED
	MARCH 31,
	2026		2025
Revenues:
Lease revenue	$	6,713	7,072
Mining royalty and rents	3,717		3,234
Joint venture management fee revenue	164		—
Total revenues	10,594		10,306

Cost of operations:
Depreciation/depletion/amortization	2,842		2,607
Operating expenses	2,130		1,859
Property taxes	1,025		938
General and administrative	4,085		2,577
Total cost of operations	10,082		7,981

Total operating profit	512		2,325

Net investment income	1,688		2,561
Interest expense	(708)		(695)
Equity in loss of joint ventures	(2,615)		(2,031)

Income (loss) before income taxes	(1,123)		2,160
Provision for income taxes	(202)		526

Net income (loss)	(921)		1,634
Income (loss) attributable to noncontrolling interest	(234)		(76)
Net income (loss) attributable to the Company	$	(687)	1,710

Earnings per common share:
Net income attributable to the Company-
Basic	$	(.04)	.09
Diluted	$	(.04)	.09

Number of shares (in thousands) used in computing:
-basic earnings per common share	19,016		18,947
-diluted earnings per common share	19,034		19,012

See accompanying notes.

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FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands except per share amounts)

(Unaudited)


	THREE MONTHS ENDED
	MARCH 31
	2026		2025
Net income (loss)	$	(921)	1,634
Other comprehensive income (loss) net of tax:

Minimum pension liability, net of income tax effect of $5, $3	(16)		(8)
Comprehensive income (loss)	$	(937)	1,626

Less comp. income (loss) attributable to noncontrolling interests	(234)		(76)

Comprehensive income (loss) attributable to the Company	$	(703)	1,702

See accompanying notes

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FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(In thousands) (Unaudited)


	2026		2025
Cash flows from operating activities:
Net income (loss)	$	(921)	1,634
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization	3,027		2,716
Deferred income taxes	1		(33)
Equity in loss of joint ventures	2,615		2,031

Stock-based compensation	368		365
Net changes in operating assets and liabilities:
Accounts receivable	(76)		67
Deferred costs and other assets	(187)		(168)
Accounts payable and accrued liabilities	5,019		(2,610)
Income taxes payable and receivable	(208)		508
Other long-term liabilities	32		(7)
Net cash provided by operating activities	9,670		4,503

Cash flows from investing activities:
Investments in properties	(13,424)		(3,100)
Investments in joint ventures	(8,370)		(1,215)
Return of capital from investments in joint ventures	3,863		4,780



Net cash (used in) provided by investing activities	(17,931)		465

Cash flows from financing activities:
Proceeds from long-term debt	11,450		718
Debt issue costs	—		(1,379)
Distributions to noncontrolling interests	(821)		(10,736)
Contributions from noncontrolling interests	130		128

Net cash (used in) provided by financing activities	10,759		(11,269)

Net increase (decrease) in cash, cash equivalents, and restricted cash	2,498		(6,301)
Cash, cash equivalents and restricted cash at beginning of year	105,361		149,935
Cash, cash equivalents and restricted cash at end of the year	$	107,859	143,634

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	663	$	650
Income taxes, federal	4		—
Income taxes, state	—		15

See accompanying notes.

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FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(In thousands, except share amounts) (Unaudited)


	Common Stock			Capital in Excess of Par Value		Retained Earnings		Accum. Other Comp- rehensive Income (loss), net		Total Share holders’ Equity		Non- Controlling Interests		Total Equity
	Shares	Amount
Balance at December 31, 2025	19,109,541	$	1,911	$	71,368	$	355,210	$	24	$	428,513	$	27,144	$	455,657
Equity-based compensation	—	—		368		—		—		368		—		368

Restricted stock award	62,524	6		(6)		—		—		—		—		—
Forfeiture of restricted stock award	(1,790)	—		—		—		—		—		—		—
Net income (loss)	—	—		—		(687)		—		(687)		(234)		(921)
Contributions from partner	—	—		—		—		—		—		130		130
Distributions to partners	—	—		—		—		—		—		(821)		(821)
Minimum pension liability,net	—	—		—		—		(16)		(16)		—		(16)

Balance at March 31, 2026	19,170,275	$	1,917	$	71,730	$	354,523	$	8	$	428,178	$	26,219	$	454,397

























Balance at December 31, 2024	19,046,894	$	1,905	$	68,876	$	352,267	$	55	$	423,103	$	46,010	$	469,113

Equity-based compensation	—	—		365		—		—		365		—		365

Restricted stock award	40,440	4		(4)		—		—		—		—		—
Net income (loss)	—	—		—		1,710		—		1,710		(76)		1,634
Contributions from partner	—	—		—		—		—		—		128		128
Distributions to partners	—	—		—		—		—		—		(10,736)		(10,736)
Minimum pension liability, net	—	—		—		—		(8)		(8)		—		(8)

Balance at March 31, 2025	19,087,334	$	1,909	$	69,237	$	353,977	$	47	$	425,170	$	35,326	$	460,496

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FRP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

(Unaudited)

(1) Description of Business and Basis of Presentation.

FRP Holdings, Inc. is engaged in the real estate business, namely (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”), and (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.

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, and Camp Lake Venture IA, 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 10). Our ownership of Riverfront Investment Partners I, LLC, Riverfront Investment Partners II, LLC, and Camp Lake Venture IA, LLC includes a noncontrolling interest representing the ownership of our partners. Our consolidated financial statements included a non-controlling interest for Lakeland Logistics Park Venture, LLC and Davie Logistics Park Venture, LLC from their formation in 2024 through October 21, 2025 when we purchased the noncontrolling interest from our partner. All significant intercompany balances and transactions are eliminated in the consolidated financial statements. Certain items in the 2025 financial statements have been reclassified for comparability purposes with the 2026 financials. These reclassifications had no effect on previously reported net income or equity.

These statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement of the results for the interim periods have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The accompanying consolidated financial statements and the information included under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the Company's consolidated financial statements and related notes included in the Company’s Form 10-K for the year ended December 31, 2025.

(2) Recently Issued Accounting Standards.

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.

(3) Business Segments.

Our Chief Executive Officer, as the CODM, organizes our company, manages resource allocations and measures performance among our four reportable segments: Industrial and Commercial, Mining Royalty Lands, Development, and Multifamily, as described below.

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The Industrial and Commercial Segment owns, leases and manages in-service commercial properties. Currently this includes ten warehouses in 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 16,640 acres currently under lease for mining rents or royalties (this does not include the 4,280 acres owned 50/50 in our Brooksville joint venture with Vulcan Materials). Other than one location in Virginia, all of these properties are located in Florida and Georgia.

Through our Development Segment, we own and are continuously assessing the highest and best use of several parcels of land that are in various stages of development. Our overall strategy in this segment is to convert all of our non-income producing lands into income production through (i) an orderly process of constructing new buildings for us to own and operate or (ii) a sale to, or joint venture with, third parties. Additionally, our Development segment will acquire or form joint ventures on new land for development not previously owned by the Company. Three of our joint ventures in the segment, Lakeland Logistics Park Venture, LLC ("Lakeland"), Davie Logistics Park Venture, LLC ("Davie"), and Camp Lake Venture IA ("Camp Lake", LLC were consolidated until we purchased the noncontrolling interest of Lakeland and Davie as part of the Altman Logistics acquisition on October 21, 2025. In conjunction with this acquisition, the Company assumed contracts with its real estate joint ventures to provide management services during development, construction, lease up, and stabilization. The Company recognizes Joint venture management fee revenues, net of intercompany amounts, over time using the percentage completion method based upon costs incurred to date relative to total estimated costs. The joint venture agreements provide for promote distributions in excess of the Company's percentage ownership based upon total return of the investments over certain financial hurdles (waterfalls). Promote revenues are recognized when earned under the waterfall provisions.

The Multifamily Segment includes joint ventures which own, lease and manage buildings that have met our initial lease-up criteria. Two of our joint ventures in the segment, Riverfront Investment Partners I, LLC (“Dock 79”) and Riverfront Investment Partners II, LLC (“The Maren”) are consolidated.

Our CODM uses revenues, operating profit before general and administrative expense, depreciation and amortization, and identifiable assets to allocate operating and capital resources and assesses performance of each segment by comparing actual results to historical, budgeted, and forecasted financial information. We do not believe that an allocation of general and administrative expense to each segment is relevant to our CODM's assessments due to the market excluding those costs in property valuation and the materiality of expenditures related to future opportunities.

Operating results and certain other financial data for the Company’s business segments are as follows (in thousands):


	Three Months ended
	March 31,
	2026		2025
Revenues:
Industrial and commercial	$	1,200	1,347
Mining royalty lands	3,717		3,234
Development	482		301
Multifamily	5,195		5,424
	$	10,594	10,306

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Operating profit (loss):
Before general and administrative expenses:
Industrial and commercial	$	181	643
Mining royalty lands	3,397		2,965
Development	167		85
Multifamily	852		1,209
Operating profit before G&A	4,597		4,902
Total general and administrative expenses	4,085		2,577
	$	512	2,325

Interest expense	$	708	$	695

Depreciation, depletion and amortization:
Industrial and commercial	$	566	391
Mining royalty lands	226		178
Development	43		43
Multifamily	2,007		1,995
	$	2,842	2,607

Operating expenses:
Industrial and commercial	$	326	233
Mining royalty lands	19		16
Development	59		25
Multifamily	1,726		1,585
	$	2,130	1,859

Property taxes:
Industrial and commercial	$	127	80
Mining royalty lands	75		75
Development	213		148
Multifamily	610		635
	$	1,025	938

Capital expenditures:
Industrial and commercial	$	4	100
Mining royalty lands	148		48
Development	13,150		2,650
Multifamily	122		302
	$	13,424	3,100

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Identifiable net assets	March 31, 2026		December 31, 2025

Industrial and commercial	$	62,205	62,260
Mining royalty lands	47,683		47,729
Development	204,113		187,237
Multifamily	325,139		329,303
Cash items	107,859		105,361
Unallocated corporate assets	3,390		3,255
	$	750,389	735,145

(4) Long-Term Debt.

The Company’s outstanding debt, net of unamortized debt issuance costs, consisted of the following (in thousands):


	March 31, 2026		December 31, 2025
Fixed rate mortgage loans, 3.03% interest only, matures 4/1/2033	$	180,070	180,070
Variable rate construction/stabilization loans	18,838		13,888
Unamortized debt issuance costs	(1,492)		(1,404)
Credit agreement	6,500		—
	$	203,916	192,554

Unamortized debt issuance costs - undrawn loans included in Deferred costs in the Company's consolidated balance sheets	$	1,582	1,780

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”), effective July 21, 2025. The Credit Agreement modifies the Company’s prior Credit Agreement with Wells Fargo dated December 22, 2023. The Credit Agreement establishes a five-year revolving credit facility with a maximum facility amount of $50 million. The interest rate under the Credit Agreement will be 2.25% over the Daily Simple SOFR in effect. A commitment fee of 0.35% per annum is payable quarterly on the unused portion of the commitment. As of March 31, 2026, there was $6,500,000 debt outstanding on this revolver, $410,000 outstanding under letters of credit and $43,090,000 available for borrowing. The letters of credit were issued to guarantee certain obligations to state agencies related to real estate development. Most of the letters of credit are irrevocable for a period of one year and typically are automatically extended for additional one-year periods. The letter of credit fee is 2.25% and applicable interest rate was 5.88% on March 31, 2026. The credit agreement contains affirmative financial covenants and negative covenants, including a minimum tangible net worth. As of March 31, 2026, these covenants would have limited our ability to pay dividends to a maximum of $87.0 million combined.

On March 19, 2021, the Company refinanced Dock 79 and The Maren 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 property and improvements, bear a fixed interest rate of 3.03% per annum, and require monthly payments of interest only with the principal due in full April 1, 2033. Either loan may be prepaid subsequent to April 1, 2024, subject to yield maintenance premiums. Either loan may be transferred to a qualified buyer as part of a one-time sale subject to a 60% loan to value, minimum of 7.5% debt yield and a 0.75% transfer fee.

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On March 7, 2025 the Lakeland partnership secured a $16.0 million loan with a floating rate equal to SOFR plus 2.75% from Seacoast National Bank. The applicable rate at March 31, 2026 was 6.42%. It is a three-year construction/stabilization loan with a two-year conditional extension at SOFR plus 2.50% with an interest rate swap conversion option.

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. The applicable rate at March 31, 2026 was 6.42%. It is a three-year construction/stabilization loan with a two-year conditional extension at SOFR plus 2.25%.

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 1-year conditional extensions.

Debt cost amortization of $109,000 and $65,000 was recorded during the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026 and 2025 the Company capitalized interest costs of $777,000 and $744,000, respectively.

The Company was in compliance with all debt covenants as of March 31, 2026.

(5) Earnings per Share.

The following details the computations of the basic and diluted earnings per common share (in thousands, except per share amounts):


	Three Months ended
	March 31,
	2026		2025

Weighted average common shares outstanding during the period – shares used for basic earnings per common share	19,016		18,947

Common shares issuable under share-based payment plans which are potentially dilutive	18		65

Common shares used for diluted earnings per common share	19,034		19,012

Net income (loss) attributable to the Company	$	(687)	1,710

Earnings per common share:
-basic	$	(.04)	.09
-diluted	$	(.04)	.09

For the three months ended March 31, 2026 and March 31, 2025, the Company had 87,390 and 73,905 shares, respectively, of stock options outstanding which were not used in the calculation above because the effect would have been anti-dilutive.

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(6) Stock-Based Compensation Plans.

The Company has two Equity Compensation Plans (the 2016 Equity Incentive Plan and it's replacement, the 2026 Equity Incentive Plan) under which outstanding stock options, restricted stock, and stock awards were granted to directors, officers and key employees. The plans permit the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, or stock awards. The options awarded under the plans have similar characteristics. All stock options are non-qualified and expire ten years from the date of grant. Stock based compensation awarded to directors, officers and employees are exercisable immediately or become exercisable in cumulative installments of 20% or 25% at the end of each year following the date of grant. When stock options are exercised, the Company issues new shares after receipt of exercise proceeds and taxes due, if any, from the grantee. The number of common shares available for future issuance was 411,224 at March 31, 2026.

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 Company offered the hired Altman employees project profits interests grants that can be settled in Company stock at the Company’s discretion. These interests were valued by a 3rd party specialist at $796,000 of which $344,000 was earned prior to the acquisition and treated as goodwill on the balance sheet.

The Company utilizes the Black-Scholes valuation model for estimating fair value of stock compensation for options awarded to officers and employees. Each grant is evaluated based upon assumptions at the time of grant. The assumptions were no dividend yield, expected volatility between 28.5% and 41.2%, risk-free interest rate of 2.0% to 4.5% and expected life of 5.0 to 7.0 years.

The dividend yield of zero is based on the fact that the Company does not pay cash dividends and has no present intention to pay cash dividends. Expected volatility is estimated based on the Company’s historical experience over a period equivalent to the expected life in years. The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate at the date of grant with a term consistent with the expected life of the options granted. The expected life calculation is based on the observed and expected time to exercise options by the employees.

The Company recorded the following stock compensation expense in its consolidated statements of income (in thousands):


	Three Months ended
	March 31,
	2026		2025
Stock option grants	$	31	$	39
Restricted stock awards	292		326
Profits interests grants	45		—


	$	368	$	365

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A summary of changes in outstanding options is presented below (in thousands, except share and per share amounts):


Options	Number Of Shares	Weighted Average Exercise Price		Weighted Average Remaining Term (yrs)	Weighted Average Grant Date Fair Value(000's)

Outstanding at December 31, 2025	160,165	$	25.52	4.7	$	1,575
Time-based awards granted
Performance-based awards granted
Performance-based awards forfeited	(5,466)	31.44			(67)
Outstanding at March 31, 2026	154,699	$	25.31	4.3	$	1,508

Exercisable at March 31, 2026	108,438	$	22.92	2.6	$	933

Vested during three months ended March 31, 2026	3,716				$	46

The aggregate intrinsic value of exercisable in-the-money options was $64,000 and the aggregate intrinsic value of outstanding in-the-money options was $64,000 based on the market closing price of $21.88 on March 31, 2026 less exercise prices.

The unrecognized compensation cost of options granted to FRP employees but not yet vested as of March 31, 2026 was $419,000, which is expected to be recognized over a weighted-average period of 3.0 years.

A summary of changes in restricted stock awards is presented below (in thousands, except share and per share amounts):


Restricted stock	Number Of Shares	Weighted Average Grant Date Fair Value Per Share		Weighted Average Remaining Term (yrs)	Weighted Average Grant Date Fair Value(000's)

Non-vested at December 31, 2025	94,627	$	29.73	2.7	$	2,813
Time-based awards granted	28,952	22.79			660
Performance-based awards granted	33,572	22.79			765
Performance-based awards forfeited	(1,790)	31.44			(56)
Vested	(4,742)	31.21			(148)
Non-vested at March 31, 2026	150,619	$	26.78	3.2	$	4,034

Total unrecognized compensation cost of restricted stock granted but not yet vested as of March 31, 2026 was $3,363,000 which is expected to be recognized over a weighted-average period of 3.3 years.

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(7) Contingencies.

The Company may be involved in litigation on a number of matters and is subject to certain claims which arise in the normal course of business. The Company has retained certain self-insurance risks with respect to losses for third party liability and property damage. In the opinion of management, none of these matters are expected to have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.

The Company is subject to numerous environmental laws and regulations. The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations. The Company can give no assurance that previous environmental studies with respect to its properties have revealed all potential environmental contaminants; that any previous owner, occupant or tenant did not create any material environmental condition not known to the Company; that the current environmental condition of the properties will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; and that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to the Company.

As of March 31, 2026, there was $410,000 outstanding under letters of credit. The letters of credit were issued to guarantee certain obligations to state agencies related to real estate development.

The Company and MidAtlantic Realty Partners (MRP) provided a guaranty for the interest carry cost of the $110 million loan on the Bryant Street Partnerships issued in December 2023. The Company and MRP have a side agreement limiting the Company’s guarantee to its proportionate ownership. The value of the guarantee was calculated at $1.5 million based on the present value of our assumption of 0.8% interest savings over the anticipated 36-month term. This amount is included as part of the Company’s investment basis and is amortized to expense over the 36 months. The Company will evaluate the guarantee liability based upon the success of the project and assuming no payments are made under the guarantee, the Company will have a gain of $1.5 million when the loan is paid in full.

On October 21, 2025 in conjunction with the Altman Logistics platform acquisition, FRP Guaranty, LLC (wholly owned by the Company) provided repayment, construction completion, and cost overrun guarantees to the construction lenders at Lakeland, Davie, Delray, Hamilton and Parsippany and the joint venture partners at Delray, Hamilton and Parsippany. As of March 31, 2026, the maximum amount of future payments that FRP Guaranty, LLC could be required to make under its repayment guarantees is $25.0 million on aggregate joint venture indebtedness of $121.7 million. FRP Guaranty, LLC would be required to perform on the guarantees upon a default on a construction loan by a joint venture or to ensure the completion of the construction of a joint venture project. As of March 31, 2026, FRP Guaranty, LLC has been funded with $10.0 million in cash and cash equivalents. The Company believes that the fair values of these guarantees are minimal based on various factors, including the collateral values securing the loans, the status of the applicable development projects, and current expectations regarding the probability of payments being made pursuant to such guarantees.

In November 2023, the Central Florida Expressway 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 CFX over the value of the condemned property. The condemnation proceeding is not expected to impact the lease with Cemex. Management believes that the Company is entitled to compensation in excess of the carrying value of the property. Under the applicable accounting guidance, the Company has not recognized any gain related to this matter in the consolidated financial statements. The ultimate amount and timing of any gain will depend on the final settlement with CFX and Cemex. The Company will recognize the transactions in the period in which the compensation is realized or realizable.

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(8) Concentrations.

The mining royalty lands segment has a total of five tenants currently leasing mining locations and one lessee that accounted for 26.9% of the Company’s consolidated revenues during the three months ended March 31, 2026, and $715,000 of accounts receivable at March 31, 2026. The termination of these lessees’ underlying leases could have a material adverse effect on the Company. The Company places its cash and cash equivalents with Wells Fargo Bank and TD Bank. At times, such amounts may exceed FDIC limits.

(9) Fair Value Measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 means the use of quoted prices in active markets for identical assets or liabilities. Level 2 means the use of values that are derived principally from or corroborated by observable market data. Level 3 means the use of inputs are those that are unobservable and significant to the overall fair value measurement.

The fair values of the Company’s fixed rate mortgage notes payable were estimated based on current rates available to the Company for debt of the same remaining maturities. At March 31, 2026, the carrying amount and fair value of such other long-term debt was $180,070,000 and $148,485,000, respectively. At December 31, 2025, the carrying amount and fair value of such other long-term debt was $180,070,000 and $148,736,000, respectively.

(10) 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 not consolidated and are reflected in the line “Investment in joint ventures” along with $921,000 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 are non-recourse to FRP as to their principal balances and can only be settled by their assets.

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


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

As of March 31, 2026
Brooksville Quarry, LLC	50.00	%	$	7,517	14,400	(24)	(12)
BC FRP Realty, LLC	50.00	%	5,103		23,738	144	72
Buzzard Point Sponsor, LLC	50.00	%	2,678		5,356	—	—
Bryant Street Partnerships	72.10	%	57,873		183,718	(2,176)	(1,693)
Industrial Partnerships	9.63	%	8,428		119,975	(387)	(39)
Lending ventures			16,575		13,200	—	—
Estero Partnership	16.00	%	9,371		75,795	—	—
The Verge Partnership	61.37	%	33,529		120,877	(1,135)	(697)
Greenville Partnerships	58.47	%	13,070		115,144	(615)	(246)
Total			$	154,144	672,203	(4,193)	(2,615)

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The major classes of assets, liabilities and equity of the Company’s Investments in unconsolidated Joint Ventures as of March 31, 2026 are summarized in the following two tables (in thousands):


	As of March 31, 2026
	Buzzard Point Sponsor, LLC		Bryant Street Partnerships	Estero Partnership	Verge Partnership	Greenville Partnerships	Total Multifamily JV’s

Investments in real estate, net	$	0	172,986	70,448	118,898	112,715	$	475,047
Cash and restricted cash	0		2,521	5,111	1,463	2,172	11,267
Unrealized rents & receivables	0		7,042	236	420	116	7,814
Deferred costs	5,356		1,169	0	96	141	6,762
Total Assets	$	5,356	183,718	75,795	120,877	115,144	$	500,890

Secured notes payable	$	0	108,576	8,235	68,562	86,371	$	271,744
Other liabilities	0		1,927	5,280	1,263	4,855	13,325
Capital – FRP	2,678		55,274	9,509	31,255	12,139	110,855
Capital – Third Parties	2,678		17,941	52,771	19,797	11,779	104,966
Total Liabilities and Capital	$	5,356	183,718	75,795	120,877	115,144	$	500,890



	Industrial Partnerships		Brooksville Quarry, LLC	BC FRP Realty, LLC	Lending Ventures	Multifamily JV’s	Grand Total

Investments in real estate, net	$	119,215	14,349	21,633	13,200	475,047	$	643,444
Cash and restricted cash	760		44	1,409	0	11,267	13,480
Unrealized rents & receivables	0		0	451	0	7,814	8,265
Deferred costs	0		7	245	0	6,762	7,014
Total Assets	$	119,975	14,400	23,738	13,200	500,890	$	672,203

Secured notes payable	$	46,843	0	13,580	(3,375)	271,744	$	328,792
Other liabilities	6,163		21	274	0	13,325	19,783
Capital – FRP	7,239		7,517	4,942	16,575	110,855	147,128
Capital – Third Parties	59,730		6,862	4,942	0	104,966	176,500
Total Liabilities and Capital	$	119,975	14,400	23,738	13,200	500,890	$	672,203

The Company’s capital recorded by the unconsolidated Joint Ventures is $7,016,000 less than the Investment in Joint Ventures reported in the Company’s consolidated balance sheet due primarily to capitalized interest.

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


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

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	Multifamily JV’s	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

The amount of consolidated retained earnings (accumulated deficit) for these joint ventures was $(39,478,000) and $(37,478,000) as of March 31, 2026 and December 31, 2025, respectively.

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The income statements of the Bryant Street Partnerships are as follows (in thousands):


	Bryant Street Partnerships Total JV		Bryant Street Partnerships Total JV		Bryant Street Partnerships Company Share		Bryant Street Partnerships Company Share
	Three months ended		Three months ended		Three months ended		Three months ended
	March 31,		March 31,		March 31,		March 31,
	2026		2025		2026		2025

Lease revenue	3,836		4,042		2,765		2,914

Depreciation and amortization	1,767		1,659		1,274		1,196
Operating expenses	1,622		1,453		1,171		1,049
Property taxes	282		317		203		228
Cost of operations	3,671		3,429		2,648		2,473

Total operating profit	165		613		117		441
Interest expense	(2,341)		(2,307)		(1,810)		(1,697)

Net loss before tax	$	(2,176)	$	(1,694)	$	(1,693)	$	(1,256)

Interest expense for the three months ended March 31, 2026 and 2025 for the the Company share includes $124,000 loan guarantee expense.

The income statements of the Greenville Partnerships are as follows (in thousands):


	Greenville Partnerships Total JV		Greenville Partnerships Total JV		Greenville Partnerships Company Share		Greenville Partnerships Company Share
	Three months ended		Three months ended		Three months ended		Three months ended
	March 31,		March 31,		March 31,		March 31,
	2026		2025		2026		2025

Lease revenue	2,695		2,599		1,078		1,040

Depreciation and amortization	879		878		352		352
Operating expenses	728		676		291		270
Property taxes	525		491		210		196
Cost of operations	2,132		2,045		853		818

Total operating profit	563		554		225		222
Interest expense	(1,178)		(1,216)		(471)		(487)

Net loss before tax	$	(615)	$	(662)	$	(246)	$	(265)

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The income statements of The Verge Partnership are as follows (in thousands):


	The Verge Partnership Total JV		The Verge Partnership Total JV		The Verge Partnership Company Share		The Verge Partnership Company Share
	Three months ended		Three months ended		Three months ended		Three months ended
	March 31,		March 31,		March 31,		March 31,
	2026		2025		2026		2025

Lease revenue	2,180		2,273		1,338		1,395

Depreciation and amortization	1,059		1,053		650		646
Operating expenses	835		751		512		461
Property taxes	334		326		205		200
Cost of operations	2,228		2,130		1,367		1,307

Total operating profit/(loss)	(48)		143		(29)		88
Interest expense	(1,087)		(1,070)		(668)		(657)

Net loss before tax	$	(1,135)	$	(927)	$	(697)	$	(569)

(11) Subsequent Events.

None.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes in Item 1 and with the audited consolidated financial statements and the related notes included in our annual report on Form 10-K. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including the risks and uncertainties described in “Forward-Looking Statements” below and “Risk Factors” on page 5 of our annual report on Form 10-K. Our actual results may differ materially from those contained in or implied by any forward-looking statements. We assume no obligation to revise or publicly release any revision to any forward-looking statements contained in this quarterly report on Form 10-Q, unless required by law.

The following discussion includes non-GAAP financial measures 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 measures discussed are operating profit before G&A and pro rata net operating income (NOI), adjusted pro rata net operating income, and adjusted net income. The Company uses these metrics to analyze its continuing operations and to monitor, assess, and identify meaningful trends in its operating and financial performance. These measures are not, and should not be viewed as, a substitute for GAAP financial measures. Refer to “Non-GAAP Financial Measure” below in this quarterly report 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. 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 apartments and retail spaces in Washington, D.C. and Greenville, SC;

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

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

Mixed use properties under development in Washington, D.C., Greenville, SC and Florida; and

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 business. Capital commitments will be funded with operational cash flow from existing assets, 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 primarily all of our business in the following four reportable segments: (1) multifamily (2) industrial and commercial (3) mining royalty lands and (4) development.

Multifamily Segment.

As of March 31, 2026, 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

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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%
The Verge, Washington, D.C., 344 apartments 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 apartments, 91,520 square feet of retail	MRP Realty	Equity Method	72.10%
.408 Jackson, Greenville, SC, 227 apartments, 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 March 31, 2026, the Industrial and Commercial Segment includes 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 59.3% occupied (25% 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 prior office building property that remained under lease through March 31, 2026. The lease expired April 1, 2026 and this vacant parcel has minimal value.

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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 43.4% 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 and two ground leases that are 100.0% leased and occupied.

5)755 Chelsea Road in Harford County, MD is a 258,279 square foot speculative industrial building. Our Development segment completed construction and it moved to this segment as of April 1, 2025.

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.

Mining Royalty Lands Segment.

Our Mining Royalty Lands segment owns several properties comprising approximately 16,640 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, 2025, aggregate royalty tons sold were 9.04 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 Materials and The Concrete Company.

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

Significant “Second life” Mining Lands:


Location	Acreage	Status
Brooksville, FL	4,280 +/-	Development of Regional Impact and County Land Use and Master Zoning in place for 5,800 residential unit, mixed-use development
Ft. Myers, FL	1,907 +/-	Seeking to rezone and obtain entitlements to allow residential development of 497 units following mining operations and the extension of Alico Road
Total	6,187 +/-

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In late 2023, the Central Florida Expressway 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 CFX over the value of the condemned property. The condemnation proceeding is not expected to impact the lease with Cemex.

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.

Development Segment – Industrial and Commercial Projects under Development.

At March 31, 2026, this segment owned the following future development parcels:

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

2)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 March 31, 2026, 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. Phase 1 and 2 (Dock 79 & The Maren) are in the multifamily segment. The final two phases, Phase 3 and Phase 4 obtained second-stage PUD approval on October 10, 2025, permitting approximately 602,553 square feet of apartments (~590 units) with first floor retail. The PUD 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. The net book value of this property is $9.3 million.

2)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. 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

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cost of $4.2 million in anticipation of future high-rise development. The net book value of this property is $7.0 million.

3)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”. This property is classified as Real estate held for investment, at cost on the balance sheet.

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 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 March 31, 2026 Phase I was 87.2% leased and occupied. 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)Aberdeen Overlook: In October 2021, the Company entered into a loan agreement with CBR Aberdeen, LLC for $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 sales from a residential land development in Harford County, MD.

6)Estero: In August 2022, the Company invested $3.6 million for a 16% 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 rezoned the property, the Company received a preferred return of 8% with an option to roll its investment into equity in the vertical development or 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.

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

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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)

Completed 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.

Joint ventures where FRP is not the primary beneficiary (including those in the Multifamily Segment) are not consolidated and 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):

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	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 March 31, 2026
Brooksville Quarry, LLC	50.00	%	$	7,517	7,200	—	(12)
BC FRP Realty, LLC	50.00	%	5,103		11,869	6,790	72
Buzzard Point Sponsor, LLC	50.00	%	2,678		2,678	—	—
Bryant Street Partnerships	72.10	%	57,873		132,415	78,256	(1,693)
Lending ventures	—	%	16,575		—	—	—
Industrial partnerships	9.63	%	8,428		11,551	4,510	(39)
Greenville Woven	64.85	%	12,253		17,832	4,021	—
Estero Partnership	16.00	%	9,371		12,127	1,318	—
The Verge Partnership	61.37	%	33,529		74,183	42,077	(697)
Greenville Partnerships	40.00	%	817		35,059	32,068	(246)
Total			$	154,144	304,914	169,040	(2,615)

The major classes of assets, liabilities and equity of the Company’s unconsolidated joint ventures as of March 31, 2026 are summarized in the following two tables (in thousands):


	As of March 31, 2026
	Buzzard Point Sponsor, LLC		Bryant Street Partnerships	Estero Partnership	Verge Partnership	Greenville Partnerships	Total Multifamily JV’s

Investments in real estate, net	$	0	172,986	70,448	118,898	112,715	$	475,047
Cash and restricted cash	0		2,521	5,111	1,463	2,172	11,267
Unrealized rents & receivables	0		7,042	236	420	116	7,814
Deferred costs	5,356		1,169	0	96	141	6,762
Total Assets	$	5,356	183,718	75,795	120,877	115,144	$	500,890

Secured notes payable	$	0	108,576	8,235	68,562	86,371	$	271,744
Other liabilities	0		1,927	5,280	1,263	4,855	13,325
Capital – FRP	2,678		55,274	9,509	31,255	12,139	110,855
Capital – Third Parties	2,678		17,941	52,771	19,797	11,779	104,966
Total Liabilities and Capital	$	5,356	183,718	75,795	120,877	115,144	$	500,890

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	Industrial Partnerships		Brooksville Quarry, LLC	BC FRP Realty, LLC	Lending Ventures	Multifamily JV’s	Grand Total

Investments in real estate, net	$	119,215	14,349	21,633	13,200	475,047	$	643,444
Cash and restricted cash	760		44	1,409	0	11,267	13,480
Unrealized rents & receivables	0		0	451	0	7,814	8,265
Deferred costs	0		7	245	0	6,762	7,014
Total Assets	$	119,975	14,400	23,738	13,200	500,890	$	672,203

Secured notes payable	$	46,843	0	13,580	(3,375)	271,744	$	328,792
Other liabilities	6,163		21	274	0	13,325	19,783
Capital – FRP	7,239		7,517	4,942	16,575	110,855	147,128
Capital – Third Parties	59,730		6,862	4,942	0	104,966	176,500
Total Liabilities and Capital	$	119,975	14,400	23,738	13,200	500,890	$	672,203

The following table presents the calculation of the Company's pro rata share of certain balance sheet items by segment as of March 31, 2026:


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

Consolidated assets	$	325,139	62,205	47,683	204,113	111,249	$	750,389
Investments in unconsolidated joint ventures	(92,219)			(7,517)	(54,408)		(154,144)
Company's share of assets in unconsolidated joint ventures	241,657			7,200	56,057		304,914
Noncontrolling interest in consolidated assets	(105,212)				(1,046)	(1,298)	(107,556)
Pro rata assets	$	369,365	62,205	47,366	204,716	109,951	$	793,603

Consolidated secured notes payable	179,037				18,379	6,500	203,916
Company's share of debt in unconsolidated joint ventures	156,422				12,618		169,040
Noncontrolling interest in consolidated debt	(81,424)				—		(81,424)
Pro rata debt	$	254,035	—	—	30,997	6,500	$	291,532

Pro rata assets less debt	$	115,330	62,205	47,366	173,719	103,451	$	502,071
Deferred income taxes							(66,901)
Other liabilities and noncontrolling interest adjustment							(6,992)
Consolidated shareholder's equity							$	428,178

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First Quarter Financial Highlights

•Net loss of ($0.7) million vs $1.7 million net income primarily due to $1.5 million increase in G&A, $0.9 million lower interest income, and lower occupancy in our Multifamily and Industrial segments.

•5% decrease in pro rata NOI ($8.9 million vs $9.4 million) driven by lower occupancy and elevated costs in the Multifamily segment, partially offset by strong Mining Royalty Lands performance.

•12% decrease in the Multifamily segment’s pro rata NOI primarily due to lower occupancy and higher costs at our DC assets.

•33% decrease in Industrial and Commercial segment NOI primarily due to vacancies from an eviction of one tenant and lease expirations.

•15% increase in Mining Royalty Lands segment NOI driven by a 7.9% rise in royalties tons and a 6.5% increase in royalty revenue per ton.

Executive Summary and Analysis

The headwinds we experienced last year continued to affect results into this year’s first quarter. Oversupply in DC multifamily continues to hamper rent growth and occupancy levels while expenses have risen unabated. We still have significant vacancies in our industrial assets in Maryland, which combined with the increase in general and administrative expense associated with the Altman acquisition have served to put downward pressure on earnings and NOI compared to the same period last year, mitigated to some extent by the increases in mining royalties. None of these factors are new developments, and our focus on leasing remains the same. What is new is the activity in the leasing space this year relative to 2025, which management finds particularly heartening. Same store occupancy levels and rent growth are perhaps our most important driver for earnings, FFO, and NOI growth, because they require very little in capex and the impact is nearly immediate. Looking forward to the rest of 2026, our focus in the near-term is capitalizing on the increase in leasing activity to bolster our same store assets and return occupancy back to historic norms; control and minimize expenses in our multifamily assets where possible to limit the impact of a soft market; and finally execute on the industrial assets we have under development to set the company up for future growth.

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Comparative Results of Operations for the three months ended March 31, 2026 and 2025

Consolidated Results


(dollars in thousands)	Three Months Ended March 31,
	2026		2025	Change		%
Revenues:
Lease revenue	$	6,713	7,072	$	(359)	-5.1	%
Mining royalty and rents	3,717		3,234	483		14.9	%
Joint venture management fee revenue	164		—	164
Total revenues	10,594		10,306	288		2.8	%

Cost of operations:
Depreciation, depletion and amortization	2,842		2,607	235		9.0	%
Operating expenses	2,130		1,859	271		14.6	%
Property taxes	1,025		938	87		9.3	%
General and administrative	4,085		2,577	1,508		58.5	%
Total cost of operations	10,082		7,981	2,101		26.3	%

Total operating profit	512		2,325	(1,813)		-78.0	%

Net investment income	1,688		2,561	(873)		-34.1	%
Interest expense	(708)		(695)	(13)		1.9	%
Equity in loss of joint ventures	(2,615)		(2,031)	(584)		28.8	%

Income before income taxes	(1,123)		2,160	(3,283)		-152.0	%
Provision for income taxes	(202)		526	(728)		-138.4	%

Net income (loss)	(921)		1,634	(2,555)		-156.4	%
Income (loss) attributable to noncontrolling interest	(234)		(76)	(158)		207.9	%
Net income (loss) attributable to the Company	$	(687)	1,710	$	(2,397)	-140.2	%

Net loss for the first quarter of 2026 was $(687,000) or $(.04) per share versus income of $1,710,000 or $.09 per share in the same period last year. Pro rata NOI for the first quarter of 2026 was $8,861,000 versus $9,364,000 in the same period last year. The first quarter of 2026 was impacted by the following items:

•Operating profit decreased $1,813,000 primarily due to $1,508,000 higher General & administrative costs. G&A costs included $311,000 higher audit fees, $173,000 of valuation and accounting consulting fees, $110,000 of IT consulting, and higher wages, all primarily related to the Altman acquisition. The consolidated portion of the Multifamily segment (Dock/Maren) decreased $357,000 due to uncollectable revenue and higher operating expenses and property taxes. The Industrial and Commercial segment operating profit declined $462,000 with $298,000 due to $218,000 of depreciation and $80,000 of carrying costs on our Chelsea spec warehouse placed in service in April 2025 along with non-renewing leases. Mining Royalty Land's segment operating profit increased $432,000 due to higher royalty tons

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and revenues less related depletion. Development segment operating profit increased $82,000 due to joint venture management fee revenues partially offset by less capitalized real estate taxes.

•Net investment income decreased $873,000 because of reduced earnings on cash equivalents ($650,000) due to lower balances and interest rates and lower income from our lending ventures ($223,000) on smaller loan balances outstanding.

•Equity in loss of joint ventures was an unfavorable $584,000 due to higher losses at Bryant Street ($437,000) and Verge ($128,000) both due to lower revenues and higher expenses. Bryant Street expenses included $125,000 for exploratory refinancing costs and $40,000 for the annual tax returns.

•Pro rata NOI decreased $503,000 driven by declines in the Multifamily segment NOI ($546,000), Industrial segment ($381,000), and Development segment ($74,000), partially offset by higher Mining Royalty segment NOI ($498,000).

Multifamily Segment (Pro rata consolidated and pro rata unconsolidated)


	Three months ended March 31, 2026
(dollars in thousands)	2026		%		2025	%		Change	%

Lease revenue	$	8,014	100.0	%	8,305	100.0	%	(291)	-3.5	%

Depreciation and amortization	3,375		42.1	%	3,287	39.6	%	88	2.7	%
Operating expenses	2,889		36.0	%	2,625	31.6	%	264	10.1	%
Property taxes	950		11.9	%	970	11.7	%	(20)	-2.1	%

Cost of operations	7,214		90.0	%	6,882	82.9	%	332	4.8	%

Operating profit before G&A	$	800	10.0	%	1,423	17.1	%	(623)	-43.8	%

Depreciation and amortization	3,375				3,287			88
Unrealized rents & other	(91)				(80)			(11)
Net operating income	$	4,084	51.0	%	4,630	55.7	%	(546)	-11.8	%

The combined consolidated and unconsolidated pro rata net operating income this quarter for this segment was $4,084,000, down $546,000 or 12% compared to $4,630,000 in the same quarter last year. Most of this decrease was due to lower occupancy and higher costs at our DC assets.

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Apartment Building	Units	Pro rata NOI Q1 2026	Pro rata NOI Q1 2025	Avg. Occupancy Q1 2026		Avg. Occupancy Q1 2025		Renewal Success Rate Q1 2026		Renewal % increase Q1 2026

Dock 79 Anacostia DC	305	$801,000	$905,000	89.3	%	95.6	%	63.6	%	6.1	%
Maren Anacostia DC	264	$759,000	$855,000	91.6	%	93.9	%	55.6	%	3.7	%
Riverside Greenville	200	$234,000	$222,000	97.0	%	92.9	%	60.6	%	0.6	%
Bryant Street DC	487	$1,344,000	$1,539,000	92.1	%	92.5	%	63.6	%	1.9	%
.408 Jackson Greenville	227	$341,000	$356,000	95.3	%	97.2	%	41.9	%	5.3	%
Verge Anacostia DC	344	$605,000	$753,000	89.8	%	93.5	%	62.5	%	1.2	%
Multifamily Segment	1,827	$4,084,000	$4,630,000	92.1	%	94.0	%

Multifamily Segment (Consolidated - Dock 79 & The Maren)


	Three months ended March 31, 2026
(dollars in thousands)	2026		%		2025	%		Change	%

Lease revenue	$	5,195	100.0	%	5,424	100.0	%	(229)	-4.2	%

Depreciation and amortization	2,007		38.7	%	1,995	36.8	%	12	.6	%
Operating expenses	1,726		33.2	%	1,585	29.2	%	141	8.9	%
Property taxes	610		11.7	%	635	11.7	%	(25)	-3.9	%

Cost of operations	4,343		83.6	%	4,215	77.7	%	128	3.0	%

Operating profit before G&A	$	852	16.4	%	1,209	22.3	%	(357)	-29.5	%

Total revenues for our two consolidated joint ventures were $5,195,000, a decrease of $229,000 versus $5,424,000 in the same period last year primarily due to lower occupancy and concessions. Total operating profit before G&A for the consolidated joint ventures was $852,000, a decrease of $357,000, or 30% versus $1,209,000 in the same period last year primarily due to lower revenues along with higher operating costs.

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.

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	Three months ended March 31, 2026
(dollars in thousands)	2026		%		2025	%		Change	%

Lease revenue	$	5,181	100.0	%	5,349	100.0	%	(168)	-3.1	%

Depreciation and amortization	2,276		43.9	%	2,193	41.0	%	83	3.8	%
Operating expenses	1,974		38.1	%	1,780	33.3	%	194	10.9	%
Property taxes	618		11.9	%	625	11.7	%	(7)	-1.1	%

Cost of operations	4,868		94.0	%	4,598	86.0	%	270	5.9	%

Operating profit before G&A	$	313	6.0	%	751	14.0	%	(438)	-58.3	%

For our four unconsolidated joint ventures, pro rata revenues were $5,181,000, a decrease of $168,000 or 3% compared to $5,349,000 in the same period last year. Pro rata operating profit before G&A was $313,000, a decrease of $438,000 or 58% versus $751,000 in the same period last year. The decrease was primarily due to lower occupancy at The Verge and higher costs at Bryant Street.

Industrial and Commercial Segment


	Three months ended March 31, 2026
(dollars in thousands)	2026		%		2025		%		Change		%

Lease revenue	$	1,200	100.0	%	1,347		100.0	%	(147)		(10.9	%)

Depreciation and amortization	566		47.1	%	391		29.1	%	175		44.8	%
Operating expenses	326		27.2	%	233		17.3	%	93		39.9	%
Property taxes	127		10.6	%	80		5.9	%	47		58.8	%

Cost of operations	1,019		84.9	%	704		52.3	%	315		44.7	%

Operating profit before G&A	$	181	15.1	%	643		47.7	%	(462)		(71.9	%)

Depreciation and amortization	566				391				175
Unrealized revenues	11				105				(94)
Net operating income	$	758	63.2	%	$	1,139	84.6	%	$	(381)	(33.5	%)

Shell construction on our 258,279 square foot spec warehouse project in Aberdeen, MD on Chelsea Road was completed effective April 1, 2025 and is in the lease-up phase. We have ten buildings in service at four different locations totaling 773,356 square feet of industrial and 33,708 square feet of office of which 59.3% was leased and occupied at March 31, 2026. Excluding Chelsea these assets were 69.9% leased and occupied during the quarter compared to 85.2% leased and occupied during the same quarter last year primarily due to an eviction and lease expirations. Total revenues in this segment were $1,200,000, down $147,000 or 11%, over the same period last year. Operating profit before G&A was $181,000, down $462,000 or 72% over the same quarter last year due to $218,000 of depreciation and $80,000 of operating costs at Chelsea along with the lower occupancy. Net operating income in this segment was $758,000, down $381,000 or 33% compared to the same quarter last year.

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Mining Royalty Lands Segment Results


	Three months ended March 31, 2026
(dollars in thousands)	2026		%		2025		%		Change		%

Mining royalty and rent revenue	$	3,717	100.0	%	3,234		100.0	%	483		14.9	%

Depreciation, depletion and amortization	226		6.1	%	178		5.5	%	48		27.0	%
Operating expenses	19		0.5	%	16		0.5	%	3		18.8	%
Property taxes	75		2.0	%	75		2.3	%	—		—	%

Cost of operations	320		8.6	%	269		8.3	%	51		19.0	%

Operating profit before G&A	$	3,397	91.4	%	2,965		91.7	%	432		14.6	%

Depreciation and amortization	226				178				48
Unrealized revenues	159				141				18
Net operating income	$	3,782	101.7	%	$	3,284	101.5	%	$	498	15.2	%

Total revenues in this segment were $3,717,000, an increase of $483,000 or 15% versus $3,234,000 in the same period last year. Royalty tons were up 7.9%. Royalty revenue per ton increased 6.5% over the same period last year. Total operating profit before G&A in this segment was $3,397,000, an increase of $432,000 versus $2,965,000 in the same period last year. Net operating income was $3,782,000, up $498,000 or 15% compared to the same quarter last year.

Development Segment Results


	Three months ended March 31, 2026
(dollars in thousands)	2026		2025	Change

Lease revenue	$	319	301	18
Joint venture management fee revenue	163		—	163
Total revenues	482		301	181

Depreciation, depletion and amortization	43		43	—
Operating expenses	59		25	34
Property taxes	213		148	65

Cost of operations	315		216	99

Operating profit before G&A	$	167	85	82

Joint venture management fee revenues primarily represent fees earned from the Company's three minority ownership warehouse projects acquired October 21, 2025. Property taxes increased because Phase III at

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Riverfront received second-stage PUD approval on October 10, 2025 and is not currently in development; accordingly, carrying costs are now being expensed rather than capitalized.

With respect to ongoing Development Segment projects:

▪We are the principal capital source to develop 344 residential lots on 110 acres in Harford County, MD. We have funded $28.1 million of our $31.1 million total commitment. A national homebuilder is under contract to purchase all 222 townhome lots and 122 single family lots. At quarter-end, 228 lots have been sold and $30.0 million has been returned to the company of which $7.1 million was booked as profit to the Company.

▪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.

▪On May 30, 2025, we secured construction financing for our multifamily joint venture with Woodfield Development, known as Woven. This is our third multifamily project in Greenville, SC. This is an $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.

▪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.

▪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)

Completed 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.

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Liquidity and Capital Resources. The growth of the Company’s businesses requires significant cash needs to acquire and develop land or operating buildings and to construct new buildings and tenant improvements. As of March 31, 2026, we had $107,859,000 of cash and cash equivalents. As of March 31, 2026 we had $6.5 million borrowed under our $50 million Wells Fargo revolver to fund the Woven bridge loan, $410,000 outstanding under letters of credit and $43,090,000 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):


	Three Months Ended March 31,
	2026		2025
Total cash provided by (used for):
Operating activities	$	9,670	4,503
Investing activities	(17,931)		465
Financing activities	10,759		(11,269)
Increase (decrease) in cash and cash equivalents	$	2,498	(6,301)

Outstanding debt at the beginning of the period	192,554		178,853
Outstanding debt at the end of the period	203,916		178,250

Operating Activities - Net cash provided by operating activities for the three months ended March 31, 2026 was $9,670,000 versus $4,503,000 in the same period last year. The increase was primarily due to higher accounts payable and accrued liabilities due to the timing of construction in progress payments partially offset by lower net income.

Investing Activities - Net cash used in investing activities for the three months ended March 31, 2026 was $17,931,000 versus $465,000 provided in the same period last year. The $18.4 million increase was due to a $10.3 million increase in investment in properties (primarily Davie, Camp Lake, and Lakeland) combined with a $7.2 million increase in investments in joint ventures (primarily Estero, Aberdeen, and Woven) and with a $0.9 million decrease in return of capital from joint ventures.

Financing Activities – Net cash provided by financing activities was $10,759,000 versus $11,269,000 used by financing activities in the same period last year primarily due to $11.5 million draws on the loans in the current year compared to $10.7 million distribution to noncontrolling interests related to the the planned increase in ownership of our partnerships with Altman Logistics at the construction loan closings.

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 five-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 March 31, 2026, these covenants would have limited our ability to pay dividends to a maximum of $87.0 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,

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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 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 zone holding period lapses in 2030, when a sale could take place and the tax on gain is forgiven.

On March 7, 2025 the Lakeland partnership secured a $16.0 million loan with a floating rate equal to SOFR plus 2.75% from Seacoast National Bank. It is a three-year construction/stabilization loan with a two-year conditional extension at SOFR plus 2.50% with an interest rate swap 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 two-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

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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 $69 million into our existing real estate holdings and joint ventures during the remainder of 2026 and $113 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 under our credit facilities.

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. These measures are not, and should not be viewed as, a substitute for GAAP financial measures.


Pro rata Net Operating Income Reconciliation
Three months ending 3/31/26 (in thousands)
	Industrial and Commercial Segment		Development Segment	Multifamily Segment	Mining Royalties Segment	Unallocated Corporate Expenses	FRP Holdings Totals

Net income (loss)	$	138	768	(1,893)	2,590	(2,524)	(921)
Income tax allocation	43		236	(510)	795	(766)	(202)

Income (loss) before income taxes	181		1,004	(2,403)	3,385	(3,290)	(1,123)

Less:
Unrealized rents	—		—	46	—	—	—
Management fee revenue	—		163	—	—	—	163
Interest income			804	7		877	1,688
Plus:
Unrealized rents	11		—	—	159	—	124
Professional fees	—		12	51	—	—	63
Equity in loss of joint ventures	—		(33)	2,636	12	—	2,615
Interest expense	—		—	626	—	82	708
Depreciation/amortization	566		43	2,007	226	—	2,842
General and administrative	—		—	—	—	4,085	4,085

Net operating income (loss)	758		59	2,864	3,782	—	7,463

NOI of noncontrolling interest	—		—	(1,304)	—	—	(1,304)
Pro rata NOI from unconsolidated joint ventures	—		178	2,524	—	—	2,702

Pro rata net operating income	$	758	237	4,084	3,782	—	8,861


Pro rata Net Operating Income Reconciliation
Three months ending 3/31/25 (in thousands)
	Industrial and Commercial Segment		Development Segment	Multifamily Segment	Mining Royalties Segment	Unallocated Corporate Expenses	FRP Holdings Totals

Net income (loss)	$	492	905	(1,169)	2,259	(853)	1,634
Income tax allocation	151		278	(369)	694	(228)	526

Income (loss) before income taxes	643		1,183	(1,538)	2,953	(1,081)	2,160

Less:
Unrealized rents	—		—	—	—	—	—
Interest income	—		1,027	—	—	1,534	2,561
Plus:
Unrealized rents	105		—	3	141	—	249
Professional fees	—		—	31	—	—	31
Equity in loss of joint ventures	—		(71)	2,090	12	—	2,031
Interest expense	—		—	657	—	38	695
Depreciation/amortization	391		43	1,995	178	—	2,607
General and administrative	—		—	—	—	2,577	2,577

Net operating income (loss)	1,139		128	3,238	3,284	—	7,789

NOI of noncontrolling interest	—		—	(1,478)	—	—	(1,478)
Pro rata NOI from unconsolidated joint ventures	—		183	2,870	—	—	3,053

Pro rata net operating income	$	1,139	311	4,630	3,284	—	9,364

Critical Accounting Policies – Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP”). The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that could affect the reported amounts in our condensed consolidated financial statements. Actual results could differ

from these estimates. Please refer to the section of our Annual Report on Form 10-K for the year ended December 31, 2025, entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” for a discussion of our critical accounting policies. During the three months ended March 31, 2026, there were no material changes to these policies.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Interest Rate Risk - We are exposed to the impact of interest rate changes through our variable-rate borrowings under our Credit Agreement with Wells Fargo, our variable rate construction/stabilization loans, and earnings on our cash equivalents and variable rate lending ventures.

Applicable margin for borrowings at March 31, 2026 under the Wells Fargo Credit Agreement was Daily simple SOFR plus 2.25%. and under our variable rate construction/stabilization loans was Daily SOFR plus 2.75%. The Company had $25.3 million of variable rate debt outstanding at March 31, 2026, so a 100 basis point

decrease in SOFR would increase cash flows before income taxes by $0.3 million annually. The Company had $111.7 million of cash equivalents and variable rate lending venture advances at March 31, 2026, so a 100 basis point increase in SOFR would reduced cash flows before income taxes by $1.1 million annually.

ITEM 4. CONTROLS AND PROCEDURES

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

The Company also maintains a system of internal accounting controls over financial reporting that are designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.

All control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving the desired control objectives.

As of March 31, 2026, the Company, under the supervision and with the participation of the Company's management, including the CEO, CFO and CAO, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on this evaluation, the Company’s CEO, CFO and CAO concluded that the Company's disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be included in periodic SEC filings.

There have been no changes in the Company’s internal controls over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. PURCHASES OF EQUITY SECURITIES BY THE ISSUER


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
January 1 through January 31	—	$	—	—	$	6,899,000
February 1 through February 28	—	$	—	—	$	6,899,000
March 1 through March 31	—	$	—	—	$	6,899,000

Total	—	$—		—

(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. EXHIBITS

(a)Exhibits. The response to this item is submitted as a separate Section entitled "Exhibit Index", on page 34.

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 thereunto duly authorized.


		FRP Holdings, Inc.


Date: May 14, 2026	By	JOHN D. BAKER III
		John D. Baker III
		Chief Executive Officer
		(Principal Executive Officer)

	By	MATTHEW C. MCNULTY
		Matthew C. McNulty
		Chief Financial Officer & Treasurer
		(Principal Financial Officer)

	By	JOHN D. KLOPFENSTEIN
		John D. Klopfenstein
		Controller and Chief Accounting
		Officer (Principal Accounting Officer)

FRP HOLDINGS, INC.

FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2026

EXHIBIT INDEX


(31)(a)			Certification of John D. Baker III.
(31)(b)			Certification of Matthew C. McNulty
(31)(c)			Certification of John D. Klopfenstein.
(32)			Certification of Chief Executive Officer, Chief Financial Officer, and Controller and Chief Accounting Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

101.XSD			XBRL Taxonomy Extension Schema
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 (formatted as Inline XBRL and contained in Exhibit 101)

FRP Holdings - 10-Q quarterly report FY

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