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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 5, 2025
FRP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
001-36769
(Commission File Number)
47-2449198
(IRS Employer Identification No.)
200 W. FORSYTH STREET, 7TH FLOOR
JACKSONVILLE, FL
(Address of principal executive offices)
32202
(Zip Code)
(904) 858-9100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock FRPH
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On November 5, 2025, FRP Holdings, Inc. issued a press release announcing results of operations for the second quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1.



Item 2.02. Results of Operations and Financial Condition.
The information in this report (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. Description
99.1 FRP Holdings, Inc. Press Release dated November 5, 2025



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FRP HOLDINGS, INC.
Registrant
Date:  May 12, 2025 By: /s/Matthew C. McNulty
Matthew C. McNulty
Chief Financial Officer & Treasurer

EX-99 2 frph-20251105xexx991.htm EX-99 Document

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FRP Holdings, Inc. Reports Fiscal 2025 Third Quarter Results

Jacksonville, Florida; November 5, 2025 -- FRP Holdings, Inc. (NASDAQ-FRPH), a full-service real estate investment and development company with four distinct business segments including Multifamily, Industrial
and Commercial Development, and Mining and Royalty Lands, today reported financial results for the quarter ended September 30, 2025.


Third Quarter Highlights and Recent Developments
•51% decrease in Net Income ($0.7 million vs $1.4 million) due largely to expenses related to the Altman Logistics platform acquisition ($1.3 million) partially offset by higher mining royalties and improved results in Equity in Loss of Joint Ventures (excluding the Altman acquisition expenses, adjusted Net Income was up $0.3 million).
•16% decrease in pro rata NOI ($9.5 million vs $11.3 million) primarily due to a non-recurring $1.9 million minimum royalty payment in last year's third quarter. This one-time, catch-up payment applied to the prior twenty-four months when the tenant failed to meet a production requirement contained in the lease. The revenue from this payment was straight-lined over the life of the lease. Excluding the $1.9 million payment in last year, adjusted pro rata NOI was up $0.1 million this quarter versus last year's same quarter.
•3% decrease in the Multifamily segment’s pro rata NOI primarily due to lower NOI at the Maren from higher uncollectable revenue along with higher operating costs and property taxes.
•25% decrease in Industrial and Commercial segment NOI primarily due to vacancies from an eviction of one tenant and lease expirations.
•26% decrease in Mining Royalty Lands segment NOI from the aforementioned $1.9 million minimum royalty payment in the third quarter of 2024. Excluding the $1.9 million payment in last year, adjusted pro rata NOI was up $0.5 million or 16% this quarter versus last year's same quarter.
•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.
•Subsequent to the end of the quarter, on October 21, 2025, the Company acquired the business operations and development pipeline of Altman Logistics Property, LLC, including two projects already majority-owned by FRP Holdings as well as minority interests in a portfolio of institutional grade assets under development.

1



Executive Summary and Analysis
Results for the first nine months were in line with the expectations we outlined earlier this year. Net income is down for this calendar year primarily due to legal expenses associated with our recently announced acquisition of Altman Logistics. On an NOI basis, year-to-date results trailed our 2024 performance primarily due to the one-time $1.9 million catch-up payment received in the third quarter of last year.

Looking forward to next quarter and beyond, we are focused on laying the foundation for long-term earnings and NOI growth. Leasing and occupying the industrial and commercial vacancies accumulated over the past year will be key drivers of both these metrics. Over the next five years, though, our most significant growth will come from executing on projects within our development pipeline. This includes advancing development entitlements in Maryland to ensure these projects are shovel-ready in 2026, continuing to deliver on our active developments in Florida and South Carolina, and filling the newly developed spaces with tenants.

Essential to any discussion of future growth for the Company is our acquisition of Altman Logistics, which closed subsequent to the end of the quarter. Altman was the Company’s partner on our first two industrial joint venture in Florida. This transaction is an important step toward scaling the Company and expanding beyond our traditional in-house development footprint into key growth markets, especially Florida and New Jersey. The additional cashflows generated from the future sale of our minority interests acquired in the Altman transaction will help fuel our newly expanded development platform. This combination will be the driver for the Company’s next decade of growth.
2


Comparative Results of Operations for the three months ended September 30, 2025 and 2024
Consolidated Results
(dollars in thousands)
Three Months Ended September 30,
2025 2024 Change %
Revenues:
Lease revenue $ 7,086  7,434  $ (348) -4.7 %
Mining royalty and rents 3,689  3,199  490  15.3 %
Total revenues 10,775  10,633  142  1.3 %
Cost of operations:
Depreciation, depletion and amortization 2,825  2,551  274  10.7 %
Operating expenses 3,304  1,860  1,444  77.6 %
Property taxes 955  850  105  12.4 %
General and administrative 2,328  2,289  39  1.7 %
Total cost of operations 9,412  7,550  1,862  24.7 %
Total operating profit 1,363  3,083  (1,720) -55.8 %
Net investment income 2,369  2,304  65  2.8 %
Interest expense (739) (742) -.4 %
Equity in loss of joint ventures (2,225) (2,839) 614  -21.6 %
Income before income taxes 768  1,806  (1,038) -57.5 %
Provision for income taxes 203  427  (224) -52.5 %
Net income 565  1,379  (814) -59.0 %
Income (loss) attributable to noncontrolling interest (97) 18  (115) -638.9 %
Net income attributable to the Company $ 662  1,361  $ (699) -51.4 %

Net income for the third quarter of 2025 was $662,000 or $.03 per share versus $1,361,000 or $.07 per share in the same period last year. Excluding the Altman acquisition expenses, adjusted Net Income was up $281,000 . Pro rata NOI for the third quarter of 2025 was $9,523,000 versus $11,272,000 in the same period last year. Excluding the $1.9 million payment in last year, adjusted pro rata NOI was up $104,000 this quarter versus last year's same quarter. The third quarter of 2025 was impacted by the following items:
•Operating profit decreased $1,720,000 primarily due to $1,281,000 of expenses related to the Altman Logistics platform acquisition. The pro rata operating profit of the Multifamily segment increased however the consolidated portion of the Multifamily segment (Dock/Maren) decreased $404,000 due to uncollectable revenue and higher operating expenses and property taxes. The Industrial and Commercial segment operating profit declined $501,000 due to $207,000 higher depreciation from completion of our new Chelsea warehouse along with lower occupancy due to a tenant default and non-renewing leases. Mining Royalty Land's segment operating profit increased $438,000 due to higher royalty tons and revenues less related depletion.
3


•Net investment income increased $65,000 because of higher income from our lending ventures ($465,000) mostly offset by reduced earnings on cash equivalents ($400,000).
•Equity in loss of Joint Ventures improved $614,000 due to improved results of our unconsolidated joint ventures. Results improved at Bryant Street ($255,000) and BC Realty ($401,000) both due to higher revenues and lower variable rate interest expense.
•Pro rata NOI decreased $1,749,000 primarily due to the same quarter last year including a catch-up, minimum royalty payment of $1.9 million that applied to the prior twenty-four months as the tenant failed to meet a production requirement contained in the lease. This revenue was straight-lined over the life of the lease. Excluding the $1.9 million payment in last year, adjusted pro rata NOI was up $104,000 this quarter versus last year's same quarter.

Multifamily Segment (Pro rata consolidated and pro rata unconsolidated)
Three months ended September 30
(dollars in thousands) 2025 % 2024 % Change %
Lease revenue $ 8,466  100.0 % 8,226  100.0 % 240  2.9 %
Depreciation and amortization 3,347  39.5 % 3,353  40.8 % (6) -.2 %
Operating expenses 2,842  33.6 % 2,841  34.5 % %
Property taxes 1,021  12.1 % 865  10.5 % 156  18.0 %
Cost of operations 7,210  85.2 % 7,059  85.8 % 151  2.1 %
Operating profit before G&A $ 1,256  14.8 % 1,167  14.2 % 89  7.6 %
Depreciation and amortization 3,347  3,353  (6)
Unrealized rents & other (33) 202  (235)
Net operating income $ 4,570  54.0 % 4,722  57.4 % (152) -3.2 %
The combined consolidated and unconsolidated pro rata net operating income this quarter for this segment was $4,570,000, down $152,000 or 3% compared to $4,722,000 in the same quarter last year. Most of this decrease was from $177,000 lower NOI at the Maren due to increased uncollectable revenue along with higher operating costs and property taxes.
4


Apartment Building Units
Pro rata NOI
Q3 2025
Pro rata NOI
Q3 2024
Avg. Occupancy Q3 2025
Avg. Occupancy Q3 2024
Renewal Success Rate Q3 2025
Renewal % increase Q3 2025
Dock 79 Anacostia DC 305 $938,000 $964,000 93.8 % 94.0 % 68.1 % 2.8 %
Maren Anacostia DC 264 $796,000 $973,000 94.1 % 94.9 % 56.5 % 2.7 %
Riverside Greenville 200 $213,000 $243,000 92.0 % 94.0 % 55.6 % 4.9 %
Bryant Street DC 487 $1,649,000 $1,537,000 93.4 % 91.5 % 67.2 % 2.7 %
.408 Jackson Greenville 227 $358,000 $362,000 92.5 % 94.5 % 59.1 % 3.1 %
Verge Anacostia DC 344 $616,000 $643,000 92.0 % 90.1 % 64.8 % 1.9 %
Multifamily Segment 1,827 $4,570,000 $4,722,000 93.0 % 92.8 %

Multifamily Segment (Consolidated - Dock 79 & The Maren)
Three months ended September 30
(dollars in thousands) 2025 % 2024 % Change %
Lease revenue $ 5,556  100.0 % 5,682  100.0 % (126) -2.2 %
Depreciation and amortization 2,002  36.1 % 1,985  35.0 % 17  .9 %
Operating expenses 1,763  31.7 % 1,573  27.7 % 190  12.1 %
Property taxes 636  11.4 % 565  9.9 % 71  12.6 %
Cost of operations 4,401  79.2 % 4,123  72.6 % 278  6.7 %
Operating profit before G&A $ 1,155  20.8 % 1,559  27.4 % (404) -25.9 %

Total revenues for our two consolidated joint ventures were $5,556,000, a decrease of $126,000 versus $5,682,000 in the same period last year. Total operating profit before G&A for the consolidated joint ventures was $1,155,000, a decrease of $404,000, or 26% versus $1,559,000 in the same period last year primarily due to increased uncollectable revenue along with higher operating costs and property taxes at the Maren.

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.
5


Three months ended September 30
(dollars in thousands) 2025 % 2024 % Change %
Lease revenue $ 5,440  100.0 % 5,129  100.0 % 311  6.1 %
Depreciation and amortization 2,250  41.4 % 2,265  44.2 % (15) -.7 %
Operating expenses 1,894  34.8 % 1,985  38.7 % (91) -4.6 %
Property taxes 675  12.4 % 557  10.9 % 118  21.2 %
Cost of operations 4,819  88.6 % 4,807  93.7 % 12  .2 %
Operating profit before G&A $ 621  11.4 % 322  6.3 % 299  92.9 %
For our four unconsolidated joint ventures, pro rata revenues were $5,440,000, an increase of $311,000 or 6% compared to $5,129,000 in the same period last year. Pro rata operating profit before G&A was $621,000, an increase of $299,000 or 93% versus $322,000 in the same period last year. The increase was due to improved occupancy at The Verge and Bryant Street and higher revenues at .408 Jackson.
Industrial and Commercial Segment
Three months ended September 30
(dollars in thousands) 2025 % 2024 % Change %
Lease revenue $ 1,229  100.0 % 1,455  100.0 % (226) (15.5 %)
Depreciation and amortization 567  46.2 % 360  24.7 % 207  57.5 %
Operating expenses 224  18.2 % 185  12.7 % 39  21.1 %
Property taxes 97  7.9 % 68  4.7 % 29  42.6 %
Cost of operations 888  72.3 % 613  42.1 % 275  44.9 %
Operating profit before G&A $ 341  27.7 % 842  57.9 % (501) (59.5 %)
Depreciation and amortization 567  360  207 
Unrealized revenues (4) (11)
Net operating income $ 904  73.6 % $ 1,209  83.1 % $ (305) (25.2 %)
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 48.6% was leased and occupied at September 30, 2025. Excluding Chelsea these assets were 72.4% leased and occupied during the quarter compared to 95.6% leased and occupied during the same quarter last year primarily due to an eviction for failure to pay rent by one tenant and lease expirations. Total revenues in this segment were $1,229,000, down $226,000 or 16%, over the same period last year. Operating profit before G&A was $341,000, down $501,000 or 60% over the same quarter last year due to $216,000 of depreciation and $40,000 of operating costs at Chelsea along with the lower occupancy. Net operating income in this segment was $904,000, down $305,000 or 25% compared to the same quarter last year.
6


Mining Royalty Lands Segment Results
Three months ended September 30
(dollars in thousands) 2025 % 2024 % Change %
Mining royalty and rent revenue $ 3,689  100.0 % 3,199  100.0 % 490  15.3 %
Depreciation, depletion and amortization 213  5.8 % 163  5.1 % 50  30.7 %
Operating expenses 17  0.5 % 20  0.6 % (3) -15.0 %
Property taxes 75  2.0 % 70  2.2 % 7.1 %
Cost of operations 305  8.3 % 253  7.9 % 52  20.6 %
Operating profit before G&A $ 3,384  91.7 % 2,946  92.1 % 438  14.9 %
Depreciation and amortization 213  163  50 
Unrealized revenues 159  1,994  (1,835)
Net operating income $ 3,756  101.8 % $ 5,103  159.5 % $ (1,347) (26.4 %)

Total revenues in this segment were $3,689,000, an increase of $490,000 or 15% versus $3,199,000 in the same period last year. Royalty tons were up 6.5%. Royalty revenue per ton increased 5% over the same period last year. Total operating profit before G&A in this segment was $3,384,000, an increase of $438,000 versus $2,946,000 in the same period last year. Net operating income was $3,756,000, down $1,347,000 or 26% compared to the same quarter last year as higher revenues were more than offset by a $1,835,000 decrease in unrealized revenues. The unrealized revenue decrease is due to the same quarter last year including a catch-up, minimum royalty payment of $1.9 million that applied to the prior twenty-four months as the tenant failed to meet a production requirement contained in the lease. This revenue was straight-lined over the life of the lease.

Development Segment Results
Three months ended September 30
(dollars in thousands) 2025 2024 Change
Lease revenue $ 301  297 
Depreciation, depletion and amortization 43  43  — 
Operating expenses 1,300  82  1,218 
Property taxes 147  147  — 
Cost of operations 1,490  272  1,218 
Operating profit before G&A $ (1,189) 25  (1,214)
                                                    
7


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 $27.5 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, 180 lots have been sold and $24.8 million has been returned to the company of which $6.1 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 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 fourth quarter of 2026,
▪ 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.
Nine Month Highlights
•37% decrease in Net Income ($3.0 million vs $4.7 million) due to $2 million of expenses related to acquiring the Altman Logistics platform. Excluding the $2 million of Altman acquisition expenses, adjusted Net income was down $0.2 million.
•1.6% decrease in pro rata NOI ($28.6 million vs $29.0 million). Excluding the $1.9 million payment in last year, adjusted pro rata NOI was up $1.4 million this year.
•Multifamily segment’s pro rata NOI was up slightly as improved results at Bryant Street, .408 Jackon and The Verge were mostly offset by uncollectable revenue along with higher operating costs and property taxes at the Maren.
•9% decrease in Industrial and Commercial revenue and 14% decrease in that segment’s NOI
•1.7% decrease in the Mining Royalty Lands' Segment's NOI. Excluding the $1.9 million paynent in last year, adjusted pro rata NOI in this segment was up $1.7 million or 18%.
8


Comparative Results of Operations for the Nine months ended September 30, 2025 and 2024
Consolidated Results
(dollars in thousands)
Nine Months Ended September 30,
2025 2024 Change %
Revenues:
Lease revenue $ 21,399  21,850  $ (451) -2.1 %
Mining royalty and rents 10,532  9,393  1,139  12.1 %
Total revenues 31,931  31,243  688  2.2 %
Cost of operations:
Depreciation/depletion/amortization 8,158  7,629  529  6.9 %
Operating expenses 7,743  5,429  2,314  42.6 %
Property taxes 2,895  2,517  378  15.0 %
General and administrative 7,790  6,883  907  13.2 %
Total cost of operations 26,586  22,458  4,128  18.4 %
Total operating profit 5,345  8,785  (3,440) -39.2 %
Net investment income 7,278  8,795  (1,517) -17.2 %
Interest expense (2,258) (2,482) 224  -9.0 %
Equity in loss of joint ventures (6,635) (8,582) 1,947  -22.7 %
Income before income taxes 3,730  6,516  (2,786) -42.8 %
Provision for income taxes 907  1,743  (836) -48.0 %
Net income 2,823  4,773  (1,950) -40.9 %
Income (loss) attributable to noncontrolling interest (127) 67  (194) -289.6 %
Net income attributable to the Company $ 2,950  $ 4,706  $ (1,756) -37.3 %
Net income for the first nine months of 2025 was $2,950,000 or $.16 per share versus $4,706,000 or $.25 per share in the same period last year. Excluding the $2 million of Altman acquisition expenses, adjusted Net Income was down $231,000. Pro rata NOI for the first nine months of 2025 was $28,575,000 versus $29,036,000 in the same period last year. Excluding the $1.9 million payment in last year, adjusted pro rata NOI was up $1.4 million this year. The first nine months of 2025 were impacted by the following items:
•Operating profit decreased $3,440,000 primarily due to $1,993,000 of expenses related to the Altman Logistics platform acquisition and higher General and administrative expense ($907,000). General and administrative expense increased primarily due to overlapping compensation as a result of the implementation of our executive succession and transition plan that commenced in June, 2024. Industrial and commercial segment operating profit declined $1,057,000 because of a $446,000 increase in depreciation expense from completion of our new Chelsea warehouse, as well as lower occupancy due to a tenant default and non-renewing leases. Mining Royalty Land's segment operating profit increased $1,034,000 due to higher royalty revenues and the prior year's overpayment deduction of $566,000.
9


•Net investment income decreased $1,517,000 from reduced earnings on cash equivalents ($1,303,000) and reduced income from our lending ventures ($214,000) primarily due to fewer residential lot sales.
•Interest expense decreased $224,000 compared to the same period last year as we capitalized $215,000 more interest. More interest was capitalized due to increased in-house and joint venture projects under development this quarter compared to last year.
•Equity in loss of Joint Ventures improved $1,947,000 because of improved results at our unconsolidated joint ventures. Results improved at The Verge ($517,000) due to lower rent concessions, improved occupancy and lower interest expense, and also at Bryant Street ($911,000) and BC Realty ($623,000) because of higher revenues and lower variable rate interest expense.

Multifamily Segment (Pro rata consolidated and pro rata unconsolidated)
For ease of comparison all the figures in the tables below include the results for The Verge from prior periods (when this project was still in our Development segment).
Nine months ended September 30
(dollars in thousands) 2025 % 2024 % Change %
Lease revenue $ 25,238  100.0 % 24,222  100.0 % 1,016  4.2 %
Depreciation and amortization 10,020  39.7 % 10,042  41.5 % (22) -.2 %
Operating expenses 8,158  32.3 % 7,913  32.7 % 245  3.1 %
Property taxes 2,999  11.9 % 2,666  11.0 % 333  12.5 %
Cost of operations 21,177  83.9 % 20,621  85.1 % 556  2.7 %
Operating profit before G&A $ 4,061  16.1 % 3,601  14.9 % 460  12.8 %
Depreciation and amortization 10,020  10,042  (22)
Unrealized rents & other (144) 248  (392)
Net operating income $ 13,937  55.2 % 13,891  57.3 % 46  .3 %

The combined consolidated and unconsolidated pro rata net operating income this quarter for this segment was $13,937,000, up $46,000 compared to $13,891,000 in the same period last year. The NOI increase was primarily due to improved results at Bryant Street, .408 Jackson, and The Verge mostly offset by underperformance at Maren due to increased uncollectable revenue along with higher operating costs and property taxes.
10


Apartment Building Units Pro rata NOI
YTD 2025
Pro rata NOI
YTD 2024
Avg. Occupancy YTD 2025 Avg. Occupancy YTD 2024 Renewal Success Rate YTD 2025 Renewal % increase YTD 2025
Dock 79 Anacostia DC 305 $2,838,000 $2,842,000 95.0 % 94.1 % 69.3 % 3.8 %
Maren Anacostia DC 264 $2,541,000 $2,820,000 93.8 % 94.5 % 55.1 % 3.9 %
Riverside Greenville 200 $650,000 $682,000 92.6 % 93.6 % 56.3 % 4.9 %
Bryant Street DC 487 $4,730,000 $4,588,000 93.5 % 91.9 % 58.8 % 2.4 %
.408 Jackson Greenville 227 $1,076,000 $1,000,000 94.9 % 94.6 % 59.0 % 4.0 %
Verge Anacostia DC 344 $2,102,000 $1,959,000 92.9 % 89.7 % 67.6 % 2.5 %
Multifamily Segment 1,827 $13,937,000 $13,891,000 93.7 % 92.7 %

Multifamily Segment (Consolidated - Dock 79 and The Maren)
Nine months ended September 30
(dollars in thousands) 2025 % 2024 % Change %
Lease revenue $ 16,547  100.0 % 16,592  100.0 % (45) -.3 %
Depreciation and amortization 5,932  35.8 % 5,947  35.9 % (15) -.3 %
Operating expenses 4,875  29.5 % 4,553  27.4 % 322  7.1 %
Property taxes 1,919  11.6 % 1,665  10.0 % 254  15.3 %
Cost of operations 12,726  76.9 % 12,165  73.3 % 561  4.6 %
Operating profit before G&A $ 3,821  23.1 % 4,427  26.7 % (606) -13.7 %

Total revenues for our two consolidated joint ventures were $16,547,000, an increase of $45,000 versus $16,592,000 in the same period last year. Total operating profit before G&A for the consolidated joint ventures was $3,821,000, a decrease of $606,000, or 14% versus $4,427,000 in the same period last year primarily due to higher operating expenses ($322,000) and property taxes ($254,000).


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.

11


Nine months ended September 30
(dollars in thousands)
2025
%
2024
% Change %
Lease revenue $ 16,225  100.0 % 15,180  100.0 % 1,045  6.9 %
Depreciation and amortization 6,768  41.7 % 6,783  44.7 % (15) -.2 %
Operating expenses 5,560  34.3 % 5,437  35.8 % 123  2.3 %
Property taxes 1,954  12.0 % 1,761  11.6 % 193  11.0 %
Cost of operations 14,282  88.0 % 13,981  92.1 % 301  2.2 %
Operating profit $ 1,943  12.0 % 1,199  7.9 % 744  62.1 %
For our four unconsolidated joint ventures, pro rata revenues were $16,225,000, an increase of $1,045,000 or 7% compared to $15,180,000 in the same period last year. Pro rata operating profit before G&A was $1,943,000, an increase of $744,000, or 62% versus $1,199,000 in the same period last year. The increase was due to lease up at The Verge and higher revenues at Bryant Street and .408 Jackson.
Industrial and Commercial Segment
Nine months ended September 30
(dollars in thousands) 2025 % 2024 % Change %
Lease revenue $ 3,950  100.0 % 4,353  100.0 % (403) (9.3 %)
Depreciation and amortization 1,529  38.7 % 1,083  24.8 % 446  41.2 %
Operating expenses 687  17.4 % 591  13.6 % 96  16.2 %
Property taxes 307  7.8 % 195  4.5 % 112  57.4 %
Cost of operations 2,523  63.9 % 1,869  42.9 % 654  35.0 %
Operating profit before G&A $ 1,427  36.1 % 2,484  57.1 % (1,057) (42.6 %)
Depreciation and amortization 1,529  1,083  446 
Unrealized revenues 97  (12) 109 
Net operating income $ 3,053  77.3 % $ 3,555  81.7 % $ (502) (14.1 %)
Total revenues in this segment were $3,950,000, down $403,000 or 9%, over the same period last year. Operating profit before G&A was $1,427,000, down $1,057,000 or 43% from $2,484,000 in the same period last year due to $432,000 of depreciation and $70,000 of operating costs at our spec Chelsea warehouse placed in service in April, a write-off of $118,000 unrealized rent receivable and $34,000 deferred leasing commission related to a tenant that defaulted, and the related lower occupancy. Net operating income in this segment was $3,053,000, down $502,000 or 14% compared to the same period last year.

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Mining Royalty Lands Segment Results
Nine months ended September 30
(dollars in thousands) 2025 % 2024 % Change %
Mining royalty and rent revenue $ 10,532  100.0 % 9,393  100.0 % 1,139  12.1 %
Depreciation, depletion and amortization 568  5.4 % 471  5.0 % 97  20.6 %
Operating expenses 49  0.5 % 53  0.6 % (4) -7.5
Property taxes 226  2.1 % 214  2.3 % 12  5.6 %
Cost of operations 843  8.0 % 738  7.9 % 105  14.2 %
Operating profit before G&A $ 9,689  92.0 % 8,655  92.1 % 1,034  11.9 %
Depreciation and amortization 568  471  97 
Unrealized revenues 448  1,765  (1,317)
Net operating income $ 10,705  101.6 % $ 10,891  115.9 % $ (186) (1.7 %)
Total revenues in this segment were $10,532,000, an increase of $1,139,000 or 12% versus $9,393,000 in the same period last year. Royalty revenues in the prior year were impacted by the deduction of royalties to resolve an $842,000 overpayment which we referenced previously. Through the nine months of last year, the tenant withheld $619,000 in royalties otherwise due to the Company. Royalty tons were down 5% primarily due to a decrease at one location that had one-time project specific rail shipments in the prior year. The revenue reduction from the decreased volume was more than offset by increased royalties per ton (up 10.6% excluding the prior year payment deduction) along with the overpayment reduction in the prior year. Total operating profit before G&A in this segment was $9,689,000, an increase of $1,034,000 versus $8,655,000 in the same period last year. Net operating income in this segment was $10,705,000, down $186,000 or 2% compared to the same period last year as higher revenues were more than offset by a $1,317,000 decrease in unrealized revenues (see discussion in the Mining segment's quarterly analysis.
Development Segment Results
Nine months ended September 30
(dollars in thousands) 2025 2024 Change
Lease revenue $ 902  905  (3)
Depreciation, depletion and amortization 129  128 
Operating expenses 2,132  232  1,900 
Property taxes 443  443  — 
Cost of operations 2,704  803  1,901 
Operating profit before G&A $ (1,802) 102  (1,904)

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FRP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
Assets: September 30
2025
December 31
2024
Real estate investments at cost:
Land $ 180,121  168,943 
Buildings and improvements 308,807  283,421 
Projects under construction 29,548  32,770 
Total investments in properties 518,476  485,134 
Less accumulated depreciation and depletion 85,746  77,695 
Net investments in properties 432,730  407,439 
Real estate held for investment, at cost 12,484  11,722 
Investments in joint ventures 143,298  153,899 
Net real estate investments 588,512  573,060 
Cash and cash equivalents 134,853  148,620 
Cash held in escrow 966  1,315 
Accounts receivable, net 1,560  1,352 
Federal and state income taxes receivable 961  — 
Unrealized rents 1,262  1,380 
Deferred costs 2,509  2,136 
Other assets 637  622 
Total assets $ 731,260  728,485 
Liabilities:
Secured notes payable $ 185,338  178,853 
Accounts payable and accrued liabilities 9,365  6,026 
Other liabilities 1,487  1,487 
Federal and state income taxes payable —  611 
Deferred revenue 2,973  2,437 
Deferred income taxes 67,655  67,688 
Deferred compensation 1,508  1,465 
Tenant security deposits 738  805 
Total liabilities 269,064  259,372 
Commitments and contingencies
Equity:
Common stock, $.10 par value
25,000,000 shares authorized,
19,109,234 and 19,046,894 shares issued
and outstanding, respectively
1,911  1,905 
Capital in excess of par value 70,558  68,876 
Retained earnings 355,217  352,267 
Accumulated other comprehensive income, net 32  55 
Total shareholders’ equity 427,718  423,103 
Noncontrolling interests 34,478  46,010 
Total equity 462,196  469,113 
Total liabilities and equity $ 731,260  728,485 
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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) because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP. In this quarter, we provided an adjusted Net Income to adjust for the impact of one-time expenses of the Altman Logistics acquisition, which is a material business combination unlike our historical real estate acquisitions or joint ventures where expenses are capitalized. We also provided adjusted net operating income to adjust for the impact of the one-time material royalty payment in the third quarter of 2024 to better depict the comparable results in both the quarter and year to date. Management believes these adjustments provide a more accurate comparison of our on-going business operations and results over time due to the non-recurring, material and unusual nature of these two specific items. These measures are not, and should not be viewed as, a substitute for GAAP financial measures. For ease of comparison all the figures in the tables below include the results for The Verge in the Multifamily segment for all periods shown.
Pro rata Net Operating Income Reconciliation
Nine months ending9/30/25 (in thousands)
Industrial and
Commercial
Segment
Development
Segment
Multifamily
Segment
Mining
Royalties
Segment
Unallocated
Corporate
Expenses
FRP
Holdings
Totals
Net income (loss) $ 1,092  948  (3,940) 7,385  (2,662) 2,823 
Income tax allocation 335  291  (1,221) 2,269  (767) 907 
Income (loss) before income taxes 1,427  1,239  (5,161) 9,654  (3,429) 3,730 
Less:
Unrealized rents —  —  —  — 
Interest income 2,782  10  4,486  7,278 
Plus:
Unrealized rents 97  —  20  448  —  565 
Professional fees 1,975  114  2,089 
Equity in loss of joint ventures —  (259) 6,859  35  6,635 
Interest expense —  —  2,133  —  125  2,258 
Depreciation/amortization 1,529  129  5,932  568  8,158 
General and administrative —  —  —  —  7,790  7,790 
Net operating income (loss) 3,053  302  9,887  10,705  —  23,947 
NOI of noncontrolling interest (4,508) (4,508)
Pro rata NOI from unconsolidated joint ventures 578  8,558  9,136 
Pro rata net operating income $ 3,053  880  13,937  10,705  —  28,575 
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Pro rata Net Operating Income Reconciliation
Nine months ended 09/30/24 (in thousands)
Industrial and
Commercial
Segment
Development
Segment
Multifamily
Segment
Mining
Royalties
Segment
Unallocated
Corporate
Expenses
FRP
Holdings
Totals
Net income (loss) $ 1,222  (2,498) (3,951) 5,884  4,116  4,773 
Income tax allocation 376  (767) (1,224) 1,808  1,550  1,743 
Income (loss) before income taxes 1,598  (3,265) (5,175) 7,692  5,666  6,516 
Less:
Unrealized rents 12  —  —  —  —  12 
Interest income 2,995  5,800  8,795 
Plus:
Unrealized rents —  —  —  1,765  —  1,765 
Professional fees —  —  15  —  —  15 
Equity in loss of joint ventures —  2,081  6,466  35  —  8,582 
Interest expense —  —  2,348  —  134  2,482 
Depreciation/amortization 1,083  128  5,947  471  —  7,629 
General and administrative 886  4,281  788  928  —  6,883 
— 
Net operating income (loss) 3,555  230  10,389  10,891  —  25,065 
NOI of noncontrolling interest —  —  (4,727) —  —  (4,727)
Pro rata NOI from unconsolidated joint ventures —  469  8,229  —  —  8,698 
Pro rata net operating income $ 3,555  699  13,891  10,891  —  29,036 

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
2025 2024 2025 2024
Reconciliation of net Income to adjusted net income:
Net income attributable to the Company $ 662  $ 1,361  $ 2,950  $ 4,706 
Adjustments related to Altman acquisition expenses:
  Operating expenses 1,263  —  1,975  — 
  General and administrative 18  —  18  — 
Total adjustments to net income before income taxes 1,281  —  1,993  — 
  Income tax effect on non-GAAP adjustment (301) —  (468) — 
Adjusted net income attributable to the Company $ 1,642  $ 1,361  $ 4,475  $ 4,706 
Reconciliation of NOI to adjusted NOI:
Pro rata net operating income $ 9,523  $ 11,272  $ 28,575  $ 29,036 
Minimum royalty payment applicable to prior 24 months —  (1,853) —  (1,853)
Adjusted pro rata net operating income $ 9,523  $ 9,419  $ 28,575  $ 27,183 
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Conference Call

The Company will host a conference call on Thursday, November 6, 2025 at 9:00 a.m. (EDT). Analysts, stockholders and other interested parties may access the teleconference live by calling 1-800-343-4849 (passcode 83364) within the United States. International callers may dial 1-203-518-9848 (passcode 83364). Audio replay will be available until November 20, 2025 by dialing 1-800-839-2389 within the United States. International callers may dial 1-402-220-7204. No passcode needed. An audio replay will also be available on the Company’s website under investors, financials, quarterly results (https://investors.frpdev.com/quarterly-reports) following the call.



Additional Information

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

Investors are cautioned that any statements in this press release which relate to the future are, by their nature, subject to risks and uncertainties that could cause actual results and events to differ materially from those indicated in such forward-looking statements. These include, but are not limited to: the possibility that we may be unable to find appropriate investment opportunities; levels of construction activity in the markets served by our mining properties; demand for flexible warehouse/office facilities in the MidAtlantic 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; cybersecurity risks; as the impact of tariffs on our industrial tenants and construction costs; well as other risks listed from time to time in our SEC filings; including but not limited to; our annual and quarterly reports. We have no obligation to revise or update any forward-looking statements, other than as imposed by law, as a result of future events or new information. Readers are cautioned not to place undue reliance on such forward-looking statements.

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

Contact: Matthew C. McNulty
 Chief Financial Officer
904/858-9100

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