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What changed in FRP HOLDINGS, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of FRP HOLDINGS, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+75 added−97 removedSource: 10-K (2026-04-15) vs 10-K (2025-03-18)

Top changes in FRP HOLDINGS, INC.'s 2025 10-K

75 paragraphs added · 97 removed · 46 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeAdditionally, our Development Segment will acquire land outright or form joint ventures for new developments on land not previously owned by the Company. The Multifamily Segment includes joint ventures which own, lease and manage buildings that have met our initial lease-up criteria. We intend to transfer additional joint ventures from our Development Segment into this segment as they reach stabilization.
Biggest changeAdditionally, our Development segment will acquire or form joint ventures on new land for development not previously owned by the Company. One of this segment's joint ventures, Camp Lake Venture IA, LLC is consolidated.
Price, location, rental space availability, flexibility of design and property management services are the major factors that affect competition. Customers. In the Mining Royalty Lands Segment, we have a total of five tenants currently leasing our mining locations, one of which, the Vulcan Materials Company (“Vulcan” or “Vulcan Materials”), accounted for 23% of the Company’s consolidated revenues in 2024.
Price, location, rental space availability, flexibility of design and property management services are the major factors that affect competition. Customers. In the Mining Royalty Lands Segment, we have a total of five tenants currently leasing our mining locations, one of which, Vulcan Materials Company (“Vulcan” or “Vulcan Materials”), accounted for 26% of the Company’s consolidated revenues in 2025.
An event affecting Vulcan’s ability to perform under its lease agreements could materially impact the Company’s results. Sales and Marketing. We use national brokerage firms to assist us in marketing our vacant properties. Our hands-on in-house management team focuses on tenant satisfaction during the life of the lease.
An event affecting Vulcan’s ability to perform under its lease agreements could materially impact the Company’s results. 5 T able of c ontents Sales and Marketing. We use national brokerage firms to assist us in marketing our vacant properties. Our hands-on in-house management team focuses on tenant satisfaction during the life of the lease.
We employ this tactic because of its positive impact on our tenant renewal success rate over the years. 5 Table of contents Financial Information. Financial information is discussed by industry segment in Note 10 to the consolidated financial statements included in the accompanying 2024 Annual Report to Shareholders, which is incorporated herein by reference. Environmental Matters.
We employ this tactic because of its positive impact on our tenant renewal success rate over the years. Financial Information. Financial information is discussed by industry segment in Note 10 to the consolidated financial statements included in the accompanying 2025 Annual Report to Shareholders, which is incorporated herein by reference. Environmental Matters.
The business of the Company is conducted through our wholly-owned subsidiaries FRP Development Corp., a Maryland corporation, and Florida Rock Properties, Inc., a Florida corporation, and the various subsidiaries and joint ventures of each. Our Business. The Company is a holding company engaged in various real estate businesses.
The business of the Company is conducted through our wholly-owned subsidiaries FRP Development Corp., a Maryland corporation, and Florida Rock Properties, Inc., a Florida corporation, and the various subsidiaries and joint ventures of each. Our Business.
Our Mining Royalty Lands Segment owns several properties totaling approximately 16,648 acres currently under lease for mining rents or royalties and an additional 4,280 acres through our Brooksville joint venture with Vulcan Materials. Other than one location in Virginia, all of our mining properties are located in Florida and Georgia.
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 in our Brooksville joint venture 50/50 with Vulcan Materials). Other than one location in Virginia, all of these properties are located in Florida and Georgia.
Our Development Segment owns and continuously monitors the highest and best use of parcels of land that are in various stages of development.
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.
The overall strategy for this segment is to convert all of our non-income producing property into income-producing property through (i) an orderly process of constructing new apartment, retail, warehouse, and office buildings to be operated by the Company or (ii) a sale to, or joint venture with, third parties.
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.
Our business segments are: (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 multifamily, industrial and commercial, or residential either alone or through joint ventures (the “Development Segment”), (iv) ownership, leasing and management of apartment buildings through joint ventures (the “Multifamily Segment”).
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 joint ventures (the “Multifamily Segment”).
The Company employed 19 people at December 31, 2024. Our small but dedicated workforce has extraordinarily low turnover, and the average tenure of our employee is 15.5 years. We are committed to an inclusive and diverse culture and do not tolerate any sort of discrimination. We maintain a whistleblower hotline allowing employees to report complaints on an anonymous basis.
The Company employed 25 people on December 31, 2025. Our small but dedicated workforce has extraordinarily low turnover, and excluding the 6 employees from the October 2025 business combination, the average tenure of our employees is 16.5 years. We are committed to an inclusive and diverse culture and do not tolerate any sort of discrimination.
The Industrial and Commercial Segment owns, leases and manages in-service commercial properties wholly owned by the Company or through joint ventures. Currently this includes eight warehouses in two business parks, an office building partially occupied by the Company, and two ground leases.
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.
Stabilization occurs when a minimum occupancy threshold has been achieved for a certain period of time. Competition. As a developer, we compete with numerous developers, owners and operators of real estate, many of whom own properties similar to ours in the same submarkets in which our properties are located.
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. Competition. As a developer, we compete with numerous developers, owners and operators of real estate, many of whom own properties similar to ours in the same submarkets in which our properties are located.
Company Website. The Company’s website may be accessed at www.frpdev.com. All of our filings with the Securities and Exchange Commission are accessible through our website promptly after filing. This includes annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q, current reports filed or furnished on Form 8-K and all related amendments.
This includes annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q, current reports filed or furnished on Form 8-K and all related amendments.
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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 Industrial and Commercial Segment owns, leases and manages in-service commercial properties.
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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.
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Altman Logistics held minority interests in a portfolio of institutional-grade industrial assets under various stages of development (including the Company’s industrial developments in Lakeland and Broward County, FL) as well as a contract for the purchase of an industrial land parcel. The Multifamily Segment includes joint ventures which own, lease and manage buildings that have met our initial lease-up criteria.
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We maintain a whistleblower hotline allowing employees to report complaints on an anonymous basis. Company Website. The Company’s website may be accessed at www.frpdev.com. All of our filings with the Securities and Exchange Commission are accessible through our website promptly after filing.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, the presence of hazardous substances at, on, under or from a property may adversely affect our ability to sell the property or borrow funds using the property as collateral, thus harming our financial condition. 7 Table of contents The presence of contaminated material at our Riverfront on the Anacostia development site will subject us to substantial environmental liability and costs as construction proceeds.
Biggest changeGovernmental agencies also may create liens on contaminated sites for damages it incurred to address such contamination. In addition, the presence of hazardous substances at, on, under or from a property may adversely affect our ability to sell the property or borrow funds using the property as collateral, thus harming our financial condition.
We self-insure for claims exposure outside of our coverage resulting from property damage, workers’ compensation, auto liability, general liability and employees’ health insurance. We also are responsible for our legal expenses relating to such claims. We maintain insurance above the amounts for which we self-insure with licensed insurance carriers.
We self-insure for claims exposure outside of our coverage from property damage, workers’ compensation, auto liability, general liability and employees’ health insurance. We also are responsible for our legal expenses relating to such claims. We maintain insurance above the amounts for which we self-insure with licensed insurance carriers.
Our use of debt may have adverse consequences, including the following: • Our cash flows from operations may not be sufficient to meet required payments of principal and interest. • We may be forced to dispose of one or more of our properties, possibly on disadvantageous terms, to make payments on our debt. • We may default on our debt obligations, and the lenders may foreclose on our properties that collateralize those loans. • A foreclosure on one of our properties could create taxable income without any accompanying cash proceeds to pay the tax. • We may not be able to refinance or extend our existing debt. • The terms of any refinancing or extension may not be as favorable as the terms of our existing debt. • We may not be able to issue debt on unencumbered properties under reasonable terms to finance growth of our portfolio of properties. 9 Table of contents • We may be subject to a significant increase in the variable interest rates on our unsecured and secured lines of credit, which could adversely impact our operations. • Our debt agreements have yield maintenance requirements that result in a penalty if we prepay loans.
Our use of debt may have adverse consequences, including the following: • Our cash flows from operations may not be sufficient to meet required payments of principal and interest. • We may be forced to dispose of one or more of our properties, possibly on disadvantageous terms, to make payments on our debt. • We may default on our debt obligations, and the lenders may foreclose on our properties that collateralize those loans. • A foreclosure on one of our properties could create taxable income without any accompanying cash proceeds to pay the tax. • We may not be able to refinance or extend our existing debt. • The terms of any refinancing or extension may not be as favorable as the terms of our existing debt. • We may not be able to issue debt on unencumbered properties under reasonable terms to finance growth of our portfolio of properties. • We may be subject to a significant increase in the variable interest rates on our unsecured and secured lines of credit, which could adversely impact our operations. • Our debt agreements have yield maintenance requirements that result in a penalty if we prepay loans.
The existence of some provisions of our articles of incorporation and bylaws and Florida law could discourage, delay or prevent a change in control of FRP that a shareholder may consider favorable.
Provisions in our articles of incorporation and bylaws and certain provisions of Florida law could delay or prevent a change in control of FRP. The existence of some provisions of our articles of incorporation and bylaws and Florida law could discourage, delay or prevent a change in control of FRP that a shareholder may consider favorable.
In the event that we have a disagreement with a joint venture partner as to the resolution of a particular issue to come before the joint venture, or as to the conduct or management of the joint venture generally, we 6 Table of contents may not be able to resolve such disagreement in our favor and such a disagreement could have a material adverse effect on our interest in the joint venture or on the business of the joint venture generally.
In the event that we have a disagreement with a joint venture partner as to the resolution of a particular issue to come before the joint venture, or as to the conduct or management of the joint venture generally, we may not be able to resolve such disagreement in our favor and such a disagreement could have a material adverse effect on our interest in the joint venture or on the business of the joint venture generally.
We may be unable to lease currently vacant properties. If we are unable to obtain leases sufficient to cover carrying costs, then our cash flows may be adversely affected. 8 Table of contents The bankruptcy or insolvency of significant tenants with long-term leases may adversely affect income produced by our properties.
We may be unable to lease currently vacant properties. If we are unable to obtain leases sufficient to cover carrying costs, then our cash flows may be adversely affected. The bankruptcy or insolvency of significant tenants with long-term leases may adversely affect income produced by our properties.
Weather conditions could disrupt the business of our tenants, which may affect the ability of some tenants to pay rent and/or their willingness to remain in or move to affected areas. [Additionally, the cost of insurance associated with our properties has increased, and future weather conditions may cause premiums to increase in the future.] Uninsured losses could significantly reduce our earnings.
Weather conditions could disrupt the business of our tenants, which may affect the ability of some tenants to pay rent and/or their willingness to remain in or move to affected areas. [Additionally, the cost of insurance associated with our properties has increased, and future weather conditions may cause premiums to increase in the future.] 9 T able of c ontents Uninsured losses could significantly reduce our earnings.
Despite these security measures, we may not be able to anticipate, detect, or prevent cyberattacks, particularly because the methodologies used by attackers change frequently or may not be recognized until launched, and because attackers are increasingly using techniques designed to circumvent controls and avoid detection.
Despite these security measures, we may not be able to anticipate, detect, or prevent cyberattacks, particularly 8 T able of c ontents because the methodologies used by attackers change frequently or may not be recognized until launched, and because attackers are increasingly using techniques designed to circumvent controls and avoid detection.
These factors may reduce our profit or growth and may limit the value of these properties. Real estate investments are not as liquid as other types of assets. The illiquid nature of real estate investments may limit our ability to react promptly to changes in economic or other conditions.
These factors may reduce our profit or growth and may limit the value of these properties. 10 T able of c ontents Real estate investments are not as liquid as other types of assets. The illiquid nature of real estate investments may limit our ability to react promptly to changes in economic or other conditions.
These provisions apply even if a takeover offer may be considered beneficial by some shareholders. FRP may issue preferred stock with terms that could dilute the voting power or reduce the value of our common stock.
These provisions apply even if a takeover offer may be considered beneficial by some shareholders. 12 T able of c ontents FRP may issue preferred stock with terms that could dilute the voting power or reduce the value of our common stock.
Our business may be adversely affected by seasonal factors and harsh weather conditions. The Mining Royalty Lands Segment and the Development Segment could be adversely affected by reduced construction and mining activity during periods of inclement weather. These factors could cause our operating results to fluctuate from quarter to quarter.
The Mining Royalty Lands Segment and the Development Segment could be adversely affected by reduced construction and mining activity during periods of inclement weather. These factors could cause our operating results to fluctuate from quarter to quarter.
Climate change presents an array of risks to real estate companies due to sea level rise, flooding, extreme weather, stronger storms and human migration. A significant number of our properties are located in areas that are susceptible to hurricanes, tropical storms, flooding, sea level rise and other natural disasters.
Climate change presents an array of risks to real estate companies due to sea level rise, flooding, extreme weather, changing weather patterns and ocean currents, stronger storms, human migration, and supply chain disruptions. A significant number of our properties are located in areas that are susceptible to hurricanes, tropical storms, flooding, sea level rise and other natural disasters.
Baker II beneficially owned approximately 17.5% of the outstanding shares of our common stock (77% of which are held in trusts under which voting power is shared with other family members) and members of his family who are (i) officers or directors of the Company, (ii) required to report their beneficial ownership on Schedule 13D or Schedule 13G, or (iii) are members of his immediate family beneficially own, collectively, an additional 17.8% of the outstanding shares of our common stock.
Baker II beneficially owned approximately 16.9% of the outstanding shares of our common stock (81% of which are held in trusts under which voting power is shared with other family members) and members of his family who are (i) officers or directors of the Company, (ii) required to report their beneficial ownership on Schedule 13D or Schedule 13G, or (iii) are members of his immediate family beneficially own, collectively, an additional 18.2% of the outstanding shares of our common stock.
Many of these issues lie at the heart of what the Company considers to be best practices, but a failure to adequately demonstrate our commitment to them might dissuade institutional investors from holding our stock, which would result in downward pressure on our stock price. Item 1B. UNRESOLVED STAFF COMMENTS. None. 11 Table of contents
Many of these issues lie at the heart of what the Company considers to be best practices, but a failure to adequately demonstrate our commitment to them might dissuade institutional investors from holding our stock, which would result in downward pressure on our stock price.
As a result, these individuals effectively may have the ability to direct the election of all members of our board of directors and to exercise a controlling influence over its business and affairs, including any determinations with respect to mergers or other business combinations involving the Company, its acquisition or disposition of assets, its borrowing of monies, its issuance of any additional securities, its repurchase of common stock and its payment of dividends. 10 Table of contents Provisions in our articles of incorporation and bylaws and certain provisions of Florida law could delay or prevent a change in control of FRP.
As a result, these individuals effectively may have the ability to direct the election of all members of our board of directors and to exercise a controlling influence over its business and affairs, including any determinations with respect to mergers or other business combinations involving the Company, its acquisition or disposition of assets, its borrowing of monies, its issuance of any additional securities, its repurchase of common stock and its payment of dividends.
Our debt service obligations may have adverse consequences on our business operations. We use debt to finance our operations, including acquisitions of properties. As of December 31, 2024, we had outstanding non-recourse mortgage indebtedness of $180,070,000, secured by developed real estate properties having a carrying value of $239,436,000.
Our debt service obligations may have adverse consequences on our business operations. We use debt to finance our operations, including acquisitions of properties. As of December 31, 2025, we had outstanding consolidated indebtedness $193,958,000, secured by developed real estate properties having a carrying value of $276,460,000.
The market environment may not allow us to raise rents to cover these higher costs. Risks Relating to our Common Stock Certain shareholders have effective control of a significant percentage of FRP's common stock and would have significant influence on the outcome of any shareholder vote. As of December 31, 2024, our Executive Chairman, John D.
Risks Relating to our Common Stock Certain shareholders have effective control of a significant percentage of FRP's common stock and would have significant influence on the outcome of any shareholder vote. As of December 31, 2025, our Executive Chairman, John D.
We are, therefore, subject to increased exposure to (positive or negative) economic factors and other competitive factors specific to markets in confined geographic areas. Our operations may also be affected if too many competing properties are built in these markets. An economic downturn in these markets resulting from factors outside of our control could adversely affect our operation.
The majority of our stabilized properties are located in the Baltimore area, Washington, D.C., and Greenville, South Carolina. We are, therefore, subject to increased exposure to (positive or negative) economic factors and other competitive factors specific to markets in confined geographic areas. Our operations may also be affected if too many competing properties are built in these markets.
In each of our existing joint ventures, the consent of our joint venture partner is required to take certain actions, and in some cases will share equal voting control. Our joint venture partners, as well as future partners, may have interests that are different from ours which may result in conflicting views as to the conduct of the joint ventures.
Our joint venture partners, as well as future partners, may have interests that are different from ours which may result in conflicting views as to the conduct of the joint ventures.
We conduct a significant portion of our operations through joint ventures, which may lead to disagreements with our joint venture partners and adversely affect our interests in the joint ventures. We currently are a party to several joint ventures and we may enter into additional joint ventures in the future.
We conduct a significant portion of our operations through joint ventures, which may lead to disagreements with our joint venture partners and adversely affect our interests in the joint ventures, may expose us to liability under completion guarantees and impose development management responsibilities on us in certain joint ventures in which we are a minority partner.
Such a downturn could be triggered by such factors as the downsizing or relocation of government jobs, crime, acts of terrorism, or natural disasters. We cannot be sure that these markets will continue to grow or demand the type of assets in our portfolio.
An economic downturn in these markets resulting from factors outside of our control could adversely affect our operation. Such a downturn could be triggered by such factors as the downsizing or relocation of government jobs, crime, acts of terrorism, or natural disasters.
Also, note that additional risks not currently identified or known to us could also negatively impact our business or financial results. Risks Relating to our Business A decline in the economic conditions in Baltimore and Washington, D.C. markets could adversely affect our business. The majority of our stabilized properties are located in the Baltimore area and Washington, D.C.
Also, note that additional risks not currently identified or known to us could also negatively impact our business or financial results.
As a result, our financial condition, results of operations, cash flow and ability to satisfy our debt service obligations could be materially adversely affected. Construction costs may be higher than anticipated . Our long-term business plan includes a number of construction projects.
As a result, our financial condition, results of operations, cash flow and ability to satisfy our debt service obligations could be materially adversely affected. 11 T able of c ontents Unexpected events, such as public health issues, natural disasters, geopolitical conflicts, civil unrest, severe weather and terrorist activities, may disrupt the Company ’ s operations and increase our costs.
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The Trump administration has created an initiative known as the Department of Governmental Efficiency focused on reducing government expenditures.
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Risks Relating to our Business Current economic and market conditions, including, but not limited to, elevated interest rates, new and expanded tariffs, a decline in consumer confidence and spending, inflationary conditions that have increased the costs of operating our businesses (including raw materials, products, labor, and freight), widespread supply chain disruptions, has and could continue to adversely impact gross margins, operating margins, and the results of the Company ’ s operating businesses.
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The initiative is expected to lead to a reduction of a significant number of government jobs in the Washington, D.C. region; however, the potential impact of this initiative on the demand for our residential properties in the region cannot be determined at this time.
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Current economic and market conditions are highly uncertain and volatile as a result of various factors, including elevated interest rates, new and expanded tariffs, a decline in consumer confidence and spending, inflationary conditions, the threat of government shut downs, and supply chain disruptions, which have been exacerbated by the Russian invasion of Ukraine, the fighting in the Middle East, as well as piracy in shipping lanes.
Removed
Governmental agencies also may create liens on contaminated sites for damages it incurred to address such contamination.
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We believe these factors have created economic uncertainty which may negatively affect our operating results by, among other things: (i) increasing the cost of raw materials and finished goods such as steel and lumber for our development projects, increasing interest expense on variable rate debt and any new debt, (ii) decreasing gross margins and investment returns due to increased costs of construction and maintenance, (iii) reducing the availability of debt and equity capital for new real estate investments and the number of real estate development projects meeting the Company’s investment criteria and (iv) increasing overall operating expenses due to increases in labor and service costs.
Removed
The construction costs of these projects may exceed original estimates and possibly make the completion of a property uneconomical. The imposition of tariffs on foreign building materials such as lumber, building material commodity shortages, supply chain disruptions, construction delays or stoppages or rapidly escalating construction costs may out-pace market rents, which would adversely affect our profits.
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These factors also may impact our industrial tenants by increasing their borrowing costs, reducing consumer demand for certain imported products and increasing labor and service costs. 6 T able of c ontents The Company has experienced significant increases in commodity and labor prices and insurance costs, and such increases may be further impacted by the implementation of additional tariffs on building materials sourced from international markets.
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In addition, higher interest rates have increased the cost of the Company’s outstanding indebtedness and the costs of financing for new development projects. Higher rates have also had an adverse impact on the availability of financing, and the anticipated profitability of development projects, as capitalization rates related to multifamily apartment communities are generally impacted by interest rates.
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These factors may have an adverse impact on the Company’s operating results in future periods, particularly if higher development and construction costs continue and debt and equity financing is not available for new projects or is only available on less attractive terms. Contracted labor is one of the primary components of our expenses.
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Several factors may adversely affect the labor force available to our contractors or increase their labor costs, including labor shortages, increased competition for qualified employees, and laws and regulations related to minimum wages, including the potential implementation of increases in the statutory minimum salary requirements for employees who are not required to be paid overtime compensation.
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A sustained labor shortage or increased turnover rates, whether caused by wage inflation or general economic conditions, natural disasters or other factors, could lead to increased costs for future development projects, which could in turn negatively affect our operations or adversely impact our business and results.
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In addition, electricity prices have been increasing and are expected to continue to increase due to the rapid expansion of data centers for artificial intelligence. Investments by the Company in real estate developments directly or through joint ventures expose it to market and economic risks inherent in the real estate construction and development industry.
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The real estate construction and development industry is highly competitive and subject to numerous risks which may be beyond management’s control.
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The success of the Company’s investments in real estate developments is dependent on many factors, including: • Changes in capitalization rates impacting real estate values; • Availability and reasonable pricing of labor; • Availability and reasonable pricing of construction materials, such as steel, lumber, framing, concrete and other building materials, including increases associated with tariffs and supply chain disruptions; • Changes in laws and regulations for new construction and land entitlements, including environmental and zoning laws and regulations; • Natural disasters and severe weather conditions increasing costs, delaying construction, causing uninsured losses or reducing demand; • Availability and cost of insurance; • Availability of land in desirable locations at prices that result in an economically viable project; • Delays and costs associated with obtaining permits, approvals or licenses necessary to develop property; • Availability of property for development at attractive prices; • Availability and cost of financing; • Risk of losses resulting from cost overrun guarantees in joint venture projects sponsored by the Company or the failure of such properties to achieve profitability or a profitable exit; and • Real estate market values and general economic conditions.
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Any of these factors could give rise to delays in the start or completion of a project, increase the cost of developing a project, or result in reduced prices and values and significant losses. 7 T able of c ontents A decline in the economic conditions in our core markets could adversely affect our business.
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We cannot be sure that these markets will continue to grow or demand the type of assets in our portfolio.
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We currently are a party to several joint ventures and we may enter into additional joint ventures in the future. In each of our existing joint ventures, the consent of our joint venture partner is required to take certain actions, and in some cases will share equal voting control.
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Moreover, in certain cases the Company is exposed to potential liability under repayment, construction completion and cost overrun guarantees made by the Company.
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Also, with our recent acquisition of Altman Logistics, we have assumed development management responsibilities for management projects in which we have a minority interest, which may create additional risks if we fail to perform to the satisfaction of our joint venture partners. Our business may be adversely affected by seasonal factors and harsh weather conditions.
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The presence of contaminated material at our Riverfront on the Anacostia development site will subject us to substantial environmental liability and costs as construction proceeds.
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The occurrence of one or more unexpected events, including public health issues, tsunamis, hurricanes, earthquakes, floods and other forms of severe weather or civil unrest, geopolitical conflicts (including the conflict between Ukraine and Russia as well as the conflict in the Middle East) and/or terrorist activities in countries or regions in which our customers, assets, suppliers or our operating businesses are located could adversely affect our operations and financial performance.
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The Company ’ s Bylaws contain an exclusive forum provision, which could impair the ability of shareholders to obtain a favorable judicial forum for certain disputes with the Company or its directors, officers or other employees and be cost-prohibitive to shareholders.
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The Company’s Bylaws contain an exclusive forum provision which provides that, unless its Board of Directors consents to the selection of an alternative forum, the Circuit Court located in Duval County, Florida or the federal district court for the Middle District of Florida will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the corporation to the corporation or the corporation’s shareholders, (iii) any action asserting a claim against the corporation or any director or officer or other employee of the corporation arising pursuant to any provision of the Florida Business Corporation Act or the corporation’s articles of incorporation or bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine.
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Notwithstanding the foregoing, shareholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
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The exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors, officers or other employees or be cost-prohibitive to shareholders, which may discourage such lawsuits against the Company or its directors, officers and other employees.
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However, there is uncertainty regarding whether a court would enforce the exclusive forum provision. If a court were to find the exclusive forum provision to be inapplicable or unenforceable in an action, the Company may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect the Company’s financial condition and operating results. Item 1B.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur servers are hosted by a third-party that provides Service Organization Control (SOC) Type 1 and 2 reports annually with monthly bridge letters and hosts a separate disaster recovery site. Our Firewall, Virtual Private Network, Multifactor Authentication, Email Gateway, Antivirus software, file storage protection software, and other software applications help mitigate cybersecurity risks.
Biggest changeOur servers are hosted by a third-party that provides Service Organization Control (SOC) Type 13 T able of c ontents 1 and 2 reports annually with monthly bridge letters and hosts a separate disaster recovery site. Our Firewall, Virtual Private Network, Multifactor Authentication, Email Gateway, Antivirus software, file storage protection software, and other software applications help mitigate cybersecurity risks.
Our IT consultant monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents through a variety of software tools, and regularly reports to management. In 2024, we did not identify any cybersecurity events that have materially affected or are reasonably likely to materially affect our business, results of operations, or financial condition.
Our IT consultant monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents through a variety of software tools, and regularly reports to management. In 2025, we did not identify any cybersecurity events that have materially affected or are reasonably likely to materially affect our business, results of operations, or financial condition.

Item 2. Properties

Properties — owned and leased real estate

1 edited+2 added−45 removed3 unchanged
Biggest changeIn accordance with Rule 1303(a)(3), the Company is providing all required information in its possession or which it can obtain without incurring an unreasonable burden or expense. The Company periodically engages consultants to examine remaining sand and stone deposit estimates and geological studies conducted by tenants and their industry professionals. 13 Table of contents Locations.
Biggest changeIn accordance with Rule 1303(a)(3), the Company is providing all required information in its possession or which it can obtain without incurring an unreasonable burden or expense. The Company periodically engages consultants to examine remaining sand and stone deposit estimates and geological studies conducted by tenants and their industry professionals. Locations.
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Item 2. PROPERTIES. The Company owns (predominately in fee simple but also through ownership of interests in joint ventures) approximately 21,500 acres of land in Florida, Georgia, Maryland, Virginia, South Carolina, and the District of Columbia.
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Item 2. PROPERTIES. Information required in response to Item 2 is included under the caption "Operating Properties" on pages 3 through 6 of the Company’s 2025 Annual Report to Shareholders, and such information is incorporated herein by reference. Mining Royalty Lands Additional Information.
Removed
This land is held by the Company in four distinct segments: (i) Industrial and Commercial Segment (land owned and operated as income producing rental properties), (ii) Mining Royalty Lands Segment (land owned and leased to mining companies for royalties or rents), (iii) Development Segment (land owned and held for investment to be further developed for future income production or sales to third parties), and (iv) Multifamily Segment (ownership, leasing and management of apartment buildings through joint ventures).
Added
The following map presents the locations of the Company’s mining properties, which are discussed as our Mining Royalty Lands segment (as reported in the Company’s financial statements) below: 14 T able of c ontents Item 3. LEGAL PROCEEDINGS. None. Item 4. MINE SAFETY DISCLOSURES. None. 15 T able of c ontents PART II
Removed
As of December 31, 2024, the Industrial and Commercial Segment includes nine buildings at four 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 90.8% occupied (16% of the space is occupied by the Company for use as our Baltimore headquarters).
Removed
The property is subject to commercial leases with various tenants. 2) 155 E. 21 st Street in Duval County, FL was an office building property that remains under lease through March 2026.
Removed
We permitted the tenant to demolish all structures on the property during 2018. 12 Table of contents 3) Cranberry Run Business Park in Harford County, MD consists of five industrial buildings totaling 267,737 square feet which are 92.1% leased and occupied.
Removed
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 that are 100.0% leased and 100.0% occupied Mining Royalty Lands Segment. Introduction.
Removed
The following map presents the locations of the Company’s mining properties, which are discussed as a segment (as reported in the Company’s financial statements) below: Mining Properties . The Company owns a fee simple interest in 14 open pit aggregates quarries located in Florida, Georgia and Virginia, which comprise approximately 16,648 total acres.
Removed
The Company’s quarries are subject to mining leases with Vulcan Materials, Martin Marietta, Cemex, Argos, and The Concrete Company. Aggregates consist of crushed stone, sand, gravel, fill dirt, limestone and calcium and are used primarily in construction applications.
Removed
Nine of the Company’s quarries (located in Grandin, FL, Fort Myers, FL, Keuka, FL, Newberry, FL, Astatula, FL, Columbus, GA, Macon, GA, Tyrone, GA, and Manassas, VA; totaling 13,870 acres) are currently being mined, and five of the Company’s quarries (located in Marion County, FL, Lake Louisa, FL, Astatula, FL, Lake Sand, FL and Forest Park, GA; totaling 2,778 acres) are leased but are not currently being mined.
Removed
Our typical mining lease requires the tenant to pay the Company a royalty based on the number of tons of mined materials sold from our mining property during a given fiscal year multiplied by a percentage of the average annual sales price per ton sold.
Removed
In certain locations, typically where the sand and stone deposits on the property have been depleted but the tenant still has a need for the leased land, we collect a minimum annual rental amount.
Removed
In the fiscal years ended December 31, 2024, 2023 and 2022, aggregate tons sold with respect to the Company’s mining properties were approximately 9,351,000, 9,569,000 and 9,525,000, respectively. Brooksville Joint Venture.
Removed
Additionally, through a joint venture with Vulcan Materials, the Company owns a 50% interest in 4,280 acres of mixed-use property in Brooksville, Florida, a portion of which comprises a ground calcium mine that is mined by Vulcan Materials.
Removed
The Company entered into the joint venture in 2006 for the purpose of jointly owning and developing the land as a mixed-use community.
Removed
In April 2011, the Florida 14 Table of contents Department of Community Affairs issued its final order approving the development of the project consisting of 5,800 residential dwelling units and over 600,000 square feet of commercial and 850,000 square feet of light industrial uses. Zoning for the project was approved by the County in August 2012.
Removed
Vulcan Materials still mines on the property and the Company receives 100% of the royalty on all tons sold at the Brooksville property. In the fiscal years ended December 31, 2024, 2023, and 2022, aggregate tons sold were approximately 203,000, 239,000 and 228,000, respectively. Other Properties. The Company also owns an additional 36 acres of investment property in Brooksville, Florida.
Removed
At December 31, 2024, this segment owned the following future development parcels: 1) 54 acres of land that will be capable of supporting 635,000 square feet of industrial product located at 1001 Old Philadelphia Road in Aberdeen, MD (Crouse land adjacent to Cranberry Business Park). 2) 17 acres of land in Harford County, MD with a 258,000 square foot speculative warehouse project on Chelsea Road under construction due to be complete in the second quarter of 2025. 3) 170 acres of land located at 765 Mechanics Valley Road in Cecil County, MD that can accommodate 900,000 square feet of industrial development.
Removed
Development Segment – Land Held for Development or Sale. At December 31, 2024, 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.
Removed
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.
Removed
The first phase (now known as Dock 79), was completed through a joint venture with MRP Realty (MRP), and consisted of a single building with residential and retail uses. Upon stabilization in July 2017, this building was the first in our fourth business segment now known as the Multifamily Segment.
Removed
The second phase (The Maren), also completed through a joint venture with MRP, consists of a single building with residential and retail uses, and was added to the Multifamily Segment effective March 31, 2021.
Removed
The final two phases, Phase 3 and Phase 4 remain under a first-stage PUD approval expiring April 5, 2025, permitting 599,545 square feet of hotel and office development with first floor retail.
Removed
FRP is in the process of modifying, amending, and extending the existing PUD to allow for residential development with first floor retail. 2) 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.
Removed
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.
Removed
We are fully engaged in the formal process of seeking PUD entitlements for this tract, which is now known as “Hampstead Overlook”. 3) 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 and adjacent to our Verge project.
Removed
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 cost of $4.2 million in anticipation of future high-rise development. 4) Windlass Run: In March 2016, the Company entered into an agreement with St.
Removed
Johns Properties Inc., a Baltimore development company, to jointly develop the remaining lands of our Windlass Run Business 15 Table of contents 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.
Removed
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 December 31, 2024 Phase I was 78.6% leased and occupied, the subsequent phases will follow as each phase is stabilized.
Removed
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) Estero: In August 2022, the Company invested $3.6 million for a minority 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.
Removed
While the joint venture attempts to rezone the property, the Company will receive a preferred return of 8% with an option to roll its investment into equity in the vertical development or exit at that point.
Removed
Vertical construction is expected to commence in 2025. 6) 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.
Removed
The Company entered into a separate agreement with MRP to perform pre-development obligations for the contribution agreement.
Removed
The Company owns 50% of the partnership with MRP. 7) Woven: In August 2023, the Company entered into an agreement with Woodfield Development for the acquisition and development of a mixed-use project known as “Woven” in Greenville, SC, to consist of an estimated 214 multifamily units and 10,000 square feet of retail space.
Removed
The joint venture is in the pre-development and pre-closing phase in pursuit of vertical construction closing conditions. The Company owns 50% at this time with final ownership to be determined based upon contributions by the partners, land contributors, and other investors.
Removed
Vertical construction is expected to commence in 2025. 8) Altman: We entered into two new joint venture agreements in early 2024 with Altman Logistics Properties (formerly doing business as BBX Logistics).
Removed
The first joint venture is a 200,000 square-foot warehouse development project in Lakeland, FL, and the second joint venture is a 182,000 square-foot warehouse redevelopment project in Broward County, FL. We anticipate construction to start on both projects in the second quarter of 2025. Multifamily Segment.
Removed
At December 31, 2024, this segment was invested in the following stabilized multifamily joint ventures: 1) Dock 79: Dock 79 (Phase I of the Riverfront on the Anacostia development) is a 305-unit residential apartment building with approximately 14,430 square feet of first floor retail space.
Removed
The property is situated on approximately 2.1 acres of land located on Potomac Avenue in Washington, DC, across the street from the Nationals Park. 2) The Maren: The Maren (Phase II of the Riverfront on the Anacostia development) is a 264-unit residential apartment building with 6,811 square feet of retail space located on Potomac Avenue in Washington, DC, across the street from the Nationals Park 3) Riverside: Riverside Joint Venture in Greenville, SC is a joint venture with Woodfield Development which includes a 200-unit residential apartment building.
Removed
The property is located in an Opportunity Zone, which provides tax benefits in the new communities development program as established by Congress in the Tax Cuts and Jobs Act of 2017. 16 Table of contents 4) Bryant Street: On December 24, 2018 the Company and MRP Realty formed four partnerships to purchase and develop approximately five acres of land at 500 Rhode Island Ave NE, Washington, D.C.
Removed
The property is located in an Opportunity Zone, which provides tax benefits in the new communities development program as established by Congress in the Tax Cuts and Jobs Act of 2017.
Removed
Construction was completed in 2021 on this mixed-use development consisting of 487 residential units and 91,520 square feet of first floor and stand-alone retail space. 5) 408 Jackson: In December 2019, the Company entered into a joint venture with Woodfield Development for the acquisition and development of a mixed-use project known as “.408 Jackson” in Greenville, SC.
Removed
Woodfield specializes in Class-A multifamily, mixed-use developments primarily in the Carolinas and DC.
Removed
The project is located in an Opportunity Zone across the street from Greenville’s minor league baseball stadium and consists of 227 multifamily units and 4,539 square feet of retail space. 6) The Verge: On December 20, 2019 the Company and MRP formed a joint venture to acquire and develop a mixed-use project located in an Opportunity Zone at 1800 Half Street, Washington, D.C.
Removed
This property is located in the Buzzard Point area of Washington, DC, less than half a mile downriver from Dock 79 and The Maren. It lies directly between Audi Field, the home stadium of the DC United and our two acres (664E) on the Anacostia river currently under lease by Vulcan.
Removed
The eleven-story structure has 344 apartments and 8,536 square feet of ground floor retail and is located in an Opportunity Zone. Item 3. LEGAL PROCEEDINGS. None. Item 4. MINE SAFETY DISCLOSURES. None. 17 Table of contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+0 added−1 removed3 unchanged
Biggest changeOn August 26, 2020, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. Item 6. [RESERVED] 18 Table of contents Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
Biggest changeOn August 26, 2020, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization.
Information concerning stock prices is included under the caption "Quarterly Results" on page 9 of the Company's 2024 Annual Report to Shareholders, and such information is incorporated herein by reference. Dividends. The Company has not paid a cash dividend in the past and it is the present policy of the Board of Directors not to pay a cash dividend.
Information concerning stock prices is included under the caption "Quarterly Results" on page 9 of the Company's 2025 Annual Report to Shareholders, and such information is incorporated herein by reference. Dividends. The Company has not paid a cash dividend in the past and it is the present policy of the Board of Directors not to pay a cash dividend.
Information concerning restrictions on the payment of cash dividends is included in Note 4 to the consolidated financial statements included in the accompanying 2024 Annual Report to Shareholders, and such information is incorporated herein by reference. Securities Authorized for Issuance Under Equity Compensation Plans.
Information concerning restrictions on the payment of cash dividends is included in Note 4 to the consolidated financial statements included in the accompanying 2025 Annual Report to Shareholders, and such information is incorporated herein by reference. Securities Authorized for Issuance Under Equity Compensation Plans.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers 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) October 1 through October 31 — $ — — $ 7,363,000 November 1 through November 30 — $ — — $ 7,363,000 December 1 through December 31 — $ — — $ 7,363,000 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.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers 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) October 1 through October 31 — $ — — $ 7,363,000 November 1 through November 30 — $ — — $ 7,363,000 December 1 through December 31 20,281 $ 22.89 20,281 $ 6,899,000 Total 20,281 $ 22.89 20,281 (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.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. There were approximately 286 holders of record of FRP Holdings, Inc. common stock, $.10 par value, as of December 31, 2024.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. There were approximately 193 holders of record of FRP Holdings, Inc. common stock, $.10 par value, as of December 31, 2025.
Removed
Information required in response to Item 7 is included under the caption "Management’s Discussion and Analysis of Financial Condition and Results of Operation" on pages 10 through 21 of the Company’s 2024 Annual Report to Shareholders, and such information is incorporated herein by reference.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

2 edited+0 added−1 removed0 unchanged
Biggest changeThe following table presents the principal cash flow payments associated with our outstanding consolidated debt by year, weighted average interest rates on debt outstanding each year-end, and fair value of total debt as of December 31, 2024 (dollars in thousands): 2025 2026 2027 2028 2029 Thereafter Total Fair Value Fixed rate debt $ — $ — $ — $ — $ — $ 180,070 $ 180,070 $ 141,302 Average interest for fixed rate debt 3.03 % 3.03 % 3.03 % 3.03 % 3.03 % 3.03 % 3.03 %
Biggest changeThe following table presents the principal cash flow payments associated with our outstanding consolidated debt by year, weighted average interest rates on debt outstanding each year-end, and fair value of total debt as of December 31, 2025 (dollars in thousands): 2026 2027 2028 2029 2030 Thereafter Total Fair Value Fixed rate debt $ — $ — $ — $ — $ — $ 180,070 $ 180,070 $ 148,736 Average interest for fixed rate debt 3.03 % 3.03 % 3.03 % 3.03 % 3.03 % 3.03 % Variable rate debt $ — $ — $ 13,888 $ — $ — $ — $ 13,888 $ 13,888 Average interest for variable rate debt 6.50 % 6.50 % 6.50 % 6.50 % 6.50 % 6.50 %
Item 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 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. Under the Wells Fargo Credit Agreement, the applicable margin for borrowings at December 31, 2024 was Daily Simple SOFR plus 2.25%.
Item 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Interest Rate Risk - We are exposed to the impact of interest rate changes through our SOFR variable-rate borrowings. If SOFR had been 100 basis points higher during 2025 interest incurred would have increased by approximately $40,000.
Removed
There were no borrowings outstanding at December 31, 2024, so a sensitivity analysis was not performed to determine the impact of hypothetical changes in interest rates on the Company’s results of operations and cash flows.

Other FRPH 10-K year-over-year comparisons