FRP HDの四半期報告

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 10-Q

_____________________


			(Mark One)

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

						For the quarterly period ended September 30, 2025


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

						For the transition period from_________ to _________

Commission File Number: 001-36769

_____________________

FRP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_____________________


Florida						47-2449198
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

200 W. Forsyth St., 7th Floor, Jacksonville,FL						32202
(Address of principal executive offices)						(Zip Code)

904- 858-9100

(Registrant’s telephone number, including area code)

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $.10 par value

FRPH

NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [_]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [x] No [_]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer [_]						Accelerated filer [_]
Non-accelerated filer [x]						Smaller reporting company [x]

Emerging growth company [_]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_] No [x]

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


Class						Outstanding at November 6, 2025
Common Stock, $.10 par value per share						19,115,522 shares

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FRP HOLDINGS, INC.

FORM 10-Q

QUARTER ENDED SEPTEMBER 30, 2025

CONTENTS


		Page No.

Preliminary Note Regarding Forward-Looking Statements		3

Part I. Financial Information

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

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

Item 3.	Quantitative and Qualitative Disclosures about Market Risks	45

Item 4.	Controls and Procedures	45

Part II. Other Information


Item 1A.	Risk Factors	46

Item 2.	Purchase of Equity Securities by the Issuer	46

Item 6.	Exhibits	46

Signatures		47

Exhibit 31	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	49

Exhibit 32	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	49

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Preliminary Note Regarding Forward-Looking Statements.

This Quarterly Report on Form 10-Q, together with other statements and information publicly disseminated by us, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words or phrases “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions identify forward-looking statements. Such statements reflect management’s current views with respect to financial results related to future events and are based on assumptions and expectations that may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial or otherwise, may differ, perhaps materially, from the results discussed in the forward-looking statements. Risk factors discussed in Item 1A of this Form 10-Q and other factors that might cause differences, some of which could be material, include, but are not limited to: the possibility that we may be unable to find appropriate investment opportunities; levels of construction activity in the markets served by our mining properties; demand for flexible warehouse/office facilities in the Mid-Atlantic and Florida; multifamily demand in Washington D.C., and Greenville, South Carolina; our ability to obtain zoning and entitlements necessary for property development; the impact of lending and capital market conditions on our liquidity, our ability to finance projects or repay our debt; general real estate investment and development risks; vacancies in our properties; risks associated with developing and managing properties in partnership with others; competition; our ability to renew leases or re-lease spaces as leases expire; illiquidity of real estate investments; bankruptcy or defaults of tenants; the impact of restrictions imposed by our credit facility; the level and volatility of interest rates; environmental liabilities; inflation risks; cyber security risks; the impact of tariffs on our industrial tenants and construction costs; as well as other risks listed from time to time in our SEC filings, including but not limited to, our annual and quarterly reports. We have no obligation to revise or update any forward-looking statements, other than as imposed by law, as a result of future events or new information. Readers are cautioned not to place undue reliance on such forward-looking statements. Additional information regarding these and other risk factors may be found in the Company’s other filings made from time to time with the Securities and Exchange Commission.

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PART I. FINANCIAL INFORMATION, ITEM 1. FINANCIAL STATEMENTS

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited) (In thousands, except share data)


Assets:	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

See accompanying notes.

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FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except per share amounts)

(Unaudited)


	THREE MONTHS ENDED			NINE MONTHS ENDED
	SEPTEMBER 30,			SEPTEMBER 30,
	2025		2024	2025		2024
Revenues:
Lease revenue	$	7,086	7,434	$	21,399	21,850
Mining royalty and rents	3,689		3,199	10,532		9,393
Total revenues	10,775		10,633	31,931		31,243

Cost of operations:
Depreciation/depletion/amortization	2,825		2,551	8,158		7,629
Operating expenses	3,304		1,860	7,743		5,429
Property taxes	955		850	2,895		2,517
General and administrative	2,328		2,289	7,790		6,883
Total cost of operations	9,412		7,550	26,586		22,458

Total operating profit	1,363		3,083	5,345		8,785

Net investment income	2,369		2,304	7,278		8,795
Interest expense	(739)		(742)	(2,258)		(2,482)
Equity in loss of joint ventures	(2,225)		(2,839)	(6,635)		(8,582)

Income before income taxes	768		1,806	3,730		6,516
Provision for income taxes	203		427	907		1,743

Net income	565		1,379	2,823		4,773
Income (loss) attributable to noncontrolling interest	(97)		18	(127)		67
Net income attributable to the Company	$	662	1,361	$	2,950	4,706

Earnings per common share (1):
Net income attributable to the Company-
Basic	$	.03	.07	$	.16	.25
Diluted	$	.03	.07	$	.16	.25

Number of shares (in thousands) used in computing (1):
-basic earnings per common share	18,976		18,887	18,963		18,877
-diluted earnings per common share	19,026		18,972	19,023		18,967

(1)Adjusted for the 2 for 1 stock split that occurred in April 2024

See accompanying notes.

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FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands except per share amounts)

(Unaudited)


	THREE MONTHS ENDED			NINE MONTHS ENDED
	SEPTEMBER 30			SEPTEMBER 30,
	2025		2024	2025		2024
Net income	$	565	1,379	$	2,823	4,773
Other comprehensive income (loss) net of tax:
Unrealized gain on investments, net of income tax effect of $0, $21, $0 and $21	—		66	—		68
Minimum pension liability, net of income tax effect of $(2), $(2), $(8) and $(8)	(8)		(8)	(23)		(23)
Comprehensive income	$	557	1,437	$	2,800	4,818

Less comp. income (loss) attributable to noncontrolling interests	(97)		18	(127)		67

Comprehensive income attributable to the Company	$	654	1,419	$	2,927	4,751

See accompanying notes

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FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(In thousands) (Unaudited)


	2025		2024
Cash flows from operating activities:
Net income	$	2,823	4,773
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	8,627		7,840
Deferred income taxes	(33)		(1,100)
Equity in loss of joint ventures	6,635		8,582
Gain on sale of equipment and property	(16)		(27)
Stock-based compensation	1,688		1,613
Net changes in operating assets and liabilities:
Accounts receivable	(208)		(780)
Deferred costs and other assets	(543)		552
Accounts payable and accrued liabilities	3,875		(806)
Income taxes payable and receivable	(1,572)		789
Other long-term liabilities	(24)		(32)
Net cash provided by operating activities	21,252		21,404

Cash flows from investing activities:
Investments in properties	(34,154)		(47,089)
Investments in joint ventures	(15,227)		(14,219)
Return of capital from investments in joint ventures	19,190		14,428

Proceeds from the equipment and property	16		27
Cash held in escrow	349		(121)
Net cash used in investing activities	(29,826)		(46,974)

Cash flows from financing activities:
Proceeds from long-term debt	7,591		—
Debt issue costs	(1,379)		—
Distributions to noncontrolling interests	(12,613)		(2,406)
Contributions from noncontrolling interests	1,208		15,102

Net cash (used in) provided by financing activities	(5,193)		12,696

Net decrease in cash and cash equivalents	(13,767)		(12,874)
Cash and cash equivalents at beginning of year	148,620		157,555
Cash and cash equivalents at end of the period	$	134,853	144,681

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	2,124	$	2,459
Income taxes	2,471		2,067

See accompanying notes.

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FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(In thousands, except share amounts) (Unaudited)


	Common Stock			Capital in Excess of Par Value		Retained Earnings		Accum. Other Comp- rehensive Income (loss), net		Total Share holders’ Equity		Non- Controlling Interests		Total Equity
	Shares	Amount
Balance at June 30, 2025	19,109,234	$	1,911	$	70,196	$	354,555	$	40	$	426,702	$	34,712	$	461,414
Stock option grant compensation	—	—		39		—		—		39		—		39
Restricted stock compensation	—	—		323		—		—		323		—		323


Net income (loss)	—	—		—		662		—		662		(97)		565
Contributions from partner	—	—		—		—		—		—		920		920
Distributions to partners	—	—		—		—		—		—		(1,057)		(1,057)
Minimum pension liability,net	—	—		—		—		(8)		(8)		—		(8)

Balance at September 30, 2025	19,109,234	$	1,911	$	70,558	$	355,217	$	32	$	427,718	$	34,478	$	462,196

Balance at December 31, 2024	19,046,894	$	1,905	$	68,876	$	352,267	$	55	$	423,103	$	46,010	$	469,113
Stock option grant compensation	—	—		116		—		—		116		—		116
Restricted stock compensation	—	—		972		—		—		972		—		972
Shares granted to Directors	21,900	2		598		—		—		600				600
Restricted stock award	40,440	4		(4)		—		—		—		—		—
Net income (loss)	—	—		—		2,950		—		2,950		(127)		2,823
Contributions from partner	—	—		—		—		—		—		1,208		1,208
Distributions to partners	—	—		—		—		—		—		(12,613)		(12,613)
Minimum pension liability,net	—	—		—		—		(23)		(23)		—		(23)

Balance at September 30, 2025	19,109,234	$	1,911	$	70,558	$	355,217	$	32	$	427,718	$	34,478	$	462,196

Balance at June 30, 2024	19,030,474	$	1,903	$	67,980	$	349,227	$	22	$	419,132	$	32,016	$	451,148
Stock option grant compensation	—	—		19		—		—		19		—		19
Restricted stock compensation	—	—		314		—		—		314		—		314

Net income	—	—		—		1,361		—		1,361		18		1,379
Contributions from partner	—	—		—		—		—		—		15,102		15,102
Distributions to partners	—	—		—		—		—		—		(917)		(917)
Minimum pension liability, net	—	—		—		—		(8)		(8)				(8)
Unrealized gains on investment, net	—	—		—		—		66		66		—		66
Balance at September 30, 2024	19,030,474	$	1,903	$	68,313	$	350,588	$	80	$	420,884	$	46,219	$	467,103

Balance at December 31, 2023	18,968,448	$	1,897	$	66,706	$	345,882	$	35	$	414,520	$	33,456	$	447,976

Stock option grant compensation	—	—		58		—		—		58		—		58
Restricted stock compensation	—	—		955		—		—		955		—		955
Shares granted to Directors	19,356	2		598		—		—		600				600
Restricted stock award	42,670	4		(4)		—		—		—		—		—
Net income	—	—		—		4,706		—		4,706		67		4,773
Contributions from partner	—	—		—		—		—		—		15,102		15,102
Distributions to partners	—	—		—		—		—		—		(2,406)		(2,406)
Minimum pension liability, net	—	—		—		—		(23)		(23)		—		(23)
Unrealized gains on investment, net	—	—		—		—		68		68		—		68
Balance at September 30, 2024	19,030,474	$	1,903	$	68,313	$	350,588	$	80	$	420,884	$	46,219	$	467,103

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FRP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

(Unaudited)

(1) Description of Business and Basis of Presentation.

FRP Holdings, Inc. is engaged in the real estate business, namely (i) leasing and management of industrial and commercial properties (the “Industrial and Commercial Segment”), (ii) leasing and management of mining royalty land owned by the Company (the “Mining Royalty Lands Segment”), (iii) real property acquisition, entitlement, development and construction primarily for apartment, retail, industrial, and office (the “Development Segment”), and (iv) management of mixed-use residential/retail properties owned through our joint ventures (the “Multifamily Segment”). Our investments in real estate partnerships not wholly owned by FRP which are conducted through limited liability corporations (“LLC”) are also referred to as joint ventures.

The accompanying consolidated financial statements include the accounts of FRP Holdings, Inc. inclusive of our wholly owned operating real estate subsidiaries, FRP Development Corp., Florida Rock Properties, Inc., and consolidated partnerships Riverfront Investment Partners I, LLC, Riverfront Investment Partners II, LLC, Lakeland Logistics Park Venture, LLC, Davie Logistics Park Venture, LLC, and Camp Lake Venture IA, LLC. Investments in real estate joint ventures not controlled by the Company are accounted for under the equity or cost method of accounting as appropriate (See Note 10). Our ownership of Riverfront Investment Partners I, LLC, Riverfront Investment Partners II, LLC, Lakeland Logistics Park Venture, LLC, Davie Logistics Park Venture, LLC and Camp Lake Venture IA, LLC includes a noncontrolling interest representing the ownership of our partners.

These statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement of the results for the interim periods have been included. Operating results for the nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The accompanying consolidated financial statements and the information included under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the Company's consolidated financial statements and related notes included in the Company’s Form 10-K for the year ended December 31, 2024.

On April 12, 2024, the Company effected a 2-for-1 forward split of its common stock in the nature of a dividend. All share and per share information, including share-based compensation, throughout this report have been retroactively adjusted to reflect the stock split. The shares of common stock retain a par value of $0.10 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from capital in excess of par value to common stock.

(2) Recently Issued Accounting Standards.

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023 - 07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which requires disclosure of the significant segment expense categories that are regularly provided to the chief operating decision maker (CODM) and disclosure of the individual or committee identified as the CODM beginning with our 10-K for 2024 and our interim financial statements beginning in 2025. We adopted this ASU retrospectively on December 31, 2024. Refer to Note 3, Business Segments for the inclusion of the new required disclosures.

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In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires additional information about the effective tax rate reconciliation and income taxes paid beginning with our 10-K for 2025. We are evaluating the impact of this standard on our income tax disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires the disaggregated disclosure of specific expense categories, including employee compensation, depreciation, and amortization, within relevant income statement captions. The ASU is effective beginning with our 10-K for 2027. We are evaluating the impact of this standard on our disclosures.

In July 2025, H.R. 1 (referred to as the "One Big Beautiful Bill Act") was signed into law. The comprehensive legislative package contains, among other topics, significant tax law changes and regulatory compliance updates, with various effective dates, including provisions related to limitations of interest expense deductions and the reinstatement of bonus depreciation for qualified property. These provisions of the One Big Beautiful Bill Act have had a positive impact on our current income taxes beginning in the third quarter of 2025, and we continue to evaluate the anticipated impacts to our financial position, results of operations, and/or cash flows on a go-forward basis.

(3) Business Segments.

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

The Industrial and Commercial Segment owns, leases and manages in-service commercial properties. Currently this includes nine warehouses in two business parks, an office building partially occupied by the Company, and two ground leases all wholly owned by the Company. This segment will also include joint ventures of commercial properties when they are stabilized.

Our Mining Royalty Lands Segment owns several properties totaling approximately 16,640 acres currently under lease for mining rents or royalties (this does not include the 4,280 acres owned in our Brooksville joint venture with Vulcan Materials). Other than one location in Virginia, all of these properties are located in Florida and Georgia.

Through our Development Segment, we own and are continuously assessing the highest and best use of several parcels of land that are in various stages of development. Our overall strategy in this segment is to convert all of our non-income producing lands into income production through (i) an orderly process of constructing new buildings for us to own and operate or (ii) a sale to, or joint venture with, third parties. Additionally, our Development segment will acquire or form joint ventures on new land for development not previously owned by the Company. Three of our joint ventures in the segment, Lakeland Logistics Park Venture, LLC ("Lakeland"), Davie Logistics Park Venture, LLC ("Davie"), and Camp Lake Venture IA ("Camp Lake", LLC are consolidated.

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

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

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


	Three Months ended				Nine Months ended
	September 30,				September 30,
	2025		2024		2025		2024
Revenues:
Industrial and commercial	$	1,229	1,455		$	3,950	4,353
Mining royalty lands	3,689		3,199		10,532		9,393
Development	301		297		902		905
Multifamily	5,556		5,682		16,547		16,592
	$	10,775	10,633		$	31,931	31,243

Operating profit (loss):
Before general and administrative expenses:
Industrial and commercial	$	341	842		$	1,427	2,484
Mining royalty lands	3,384		2,946		9,689		8,655
Development	(1,189)		25		(1,802)		102
Multifamily	1,155		1,559		3,821		4,427
Operating profit before G&A	3,691		5,372		13,135		15,668
Total general and administrative expenses	2,328		2,289		7,790		6,883
	$	1,363	3,083		$	5,345	8,785

Interest expense	$	739	$	742	$	2,258	2,482
Depreciation, depletion and amortization:
Industrial and commercial	$	567	360		$	1,529	1,083
Mining royalty lands	213		163		568		471
Development	43		43		129		128
Multifamily	2,002		1,985		5,932		5,947
	$	2,825	2,551		$	8,158	7,629
Capital expenditures:
Industrial and commercial	$	129	235		$	267	628
Mining royalty lands	297		18		525		60
Development	24,523		34,265		32,697		46,146
Multifamily	44		53		665		255
	$	24,993	34,571		$	34,154	47,089

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Identifiable net assets	September 30, 2025		December 31, 2024

Industrial and commercial	$	62,534	37,527
Mining royalty lands	47,828		47,527
Development	149,038		144,832
Multifamily	333,268		347,172
Cash items	135,819		149,935
Unallocated corporate assets	2,773		1,492
	$	731,260	728,485

(4) Long-Term Debt.

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


	September 30, 2025		December 31, 2024
Fixed rate mortgage loans, 3.03% interest only, matures 4/1/2033	$	180,070	180,070
Variable rate construction/stabilization loans	7,591		—
Unamortized debt issuance costs	(2,323)		(1,217)
Credit agreement	—		—
	$	185,338	178,853

On July 21, 2025, the Company entered into a 2025 Amended and Restated Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A. (“Wells Fargo”), effective July 21, 2025. The Credit Agreement modifies the Company’s prior Credit Agreement with Wells Fargo dated December 22, 2023. The Credit Agreement establishes a five-year revolving credit facility with a maximum facility amount of $50 million. The interest rate under the Credit Agreement will be 2.25% over the Daily Simple SOFR in effect. A commitment fee of 0.35% per annum is payable quarterly on the unused portion of the commitment. As of September 30, 2025, there was no debt outstanding on this revolver, $449,000 outstanding under letters of credit and $49,551,000 available for borrowing. The letters of credit were issued to guarantee certain obligations to state agencies related to real estate development. Most of the letters of credit are irrevocable for a period of one year and typically are automatically extended for additional one-year periods. The letter of credit fee is 2.25% and applicable interest rate would have been 6.41% on September 30, 2025. The credit agreement contains affirmative financial covenants and negative covenants, including a minimum tangible net worth. As of September 30, 2025, these covenants would have limited our ability to pay dividends to a maximum of $93.0 million combined.

On March 19, 2021, the Company refinanced Dock 79 and The Maren pursuant to separate Loan Agreements and Deed of Trust Notes entered into with Teachers Insurance and Annuity Association of America, LLC. Dock 79 and The Maren borrowed principal sums of $92,070,000 and $88,000,000 respectively, in connection with the refinancing. The loans are separately secured by the Dock 79 and The Maren real property and improvements, bear a fixed interest rate of 3.03% per annum, and require monthly payments of interest only with the principal due in full April 1, 2033. Either loan may be prepaid subsequent to April 1, 2024, subject to yield maintenance premiums. Either loan may be transferred to a qualified buyer as part of a one-time sale subject to a 60% loan to value, minimum of 7.5% debt yield and a 0.75% transfer fee.

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

On March 13, 2025 the Davie partnership secured a $31.9 million loan with a floating rate equal to SOFR plus 2.75% from Synovus National Bank. The applicable rate at September 30, 2025 was 6.90%. It is a three-year construction/stabilization loan with a two-year conditional extension at SOFR plus 2.25%.

On July 23, 2025 the Camp Lake partnership secured a $33.0 million loan at SOFR plus 2.75% from Pinnacle Bank. It is a three-year construction/stabilization loan with 2 one-year conditional extensions.

Debt cost amortization of $113,000 and $45,000 was recorded during the three months ended September 30, 2025 and 2024, respectively. During the three months ended September 30, 2025 and 2024 the Company capitalized interest costs of $711,000 and $705,000, respectively. During the nine months ended September 30, 2025 and 2024 the Company capitalized interest costs of $2,070,000 and $1,855,000, respectively. Debt cost amortization of $296,000 and $134,000 was recorded during the nine months ended September 30, 2025 and 2024, respectively.

The Company was in compliance with all debt covenants as of September 30, 2025.

(5) Earnings per Share.

The following details the computations of the basic and diluted earnings per common share as adjusted for the 2 for 1 stock split that occurred in April 2024 (in thousands, except per share amounts):


	Three Months ended			Nine Months ended
	September 30,			September 30,
	2025		2024	2025		2024

Weighted average common shares outstanding during the period – shares used for basic earnings per common share	18,976		18,887	18,963		18,877

Common shares issuable under share-based payment plans which are potentially dilutive	50		85	60		90

Common shares used for diluted earnings per common share	19,026		18,972	19,023		18,967

Net income attributable to the Company	$	662	1,361	$	2,950	4,706

Earnings per common share:
-basic	$	.03	.07	$	.16	.25
-diluted	$	.03	.07	$	.16	.25

For the nine months ended September 30, 2025, the Company had 73,905 shares of stock options outstanding which were not used in the calculation above because the effect would have been anti-dilutive.

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(6) Stock-Based Compensation Plans.

The Company has two Stock Option Plans (the 2006 Stock Incentive Plan and the 2016 Equity Incentive Option Plan) under which stock options, restricted stock, and stock awards were granted to directors, officers and key employees. The 2016 plan permits the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, or stock awards. The options awarded under the plans have similar characteristics. All stock options are non-qualified and expire ten years from the date of grant. Stock based compensation awarded to directors, officers and employees are exercisable immediately or become exercisable in cumulative installments of 20% or 25% at the end of each year following the date of grant. When stock options are exercised, the Company issues new shares after receipt of exercise proceeds and taxes due, if any, from the grantee. The number of common shares available for future issuance was 472,512 at September 30, 2025.

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

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

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


	Three Months ended				Nine Months ended
	September 30,				September 30,
	2025		2024		2025		2024
Stock option grants	$	39	$	19	$	116	$	58
Restricted stock awards	323		314		972		955
Annual director stock award	—		—		600		600

	$	362	$	333	$	1,688	$	1,613

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


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

Outstanding at January 1, 2025	142,990	$	23.35	3.3	$	1,281
Time-based awards granted	12,005	30.63			150
Performance-based awards granted	20,010	30.63			250
Outstanding at September 30, 2025	175,005	$	24.68	2.8	$	1,681

Exercisable at September 30, 2025	113,510	$	21.24	2.2	$	918

Vested during six months ended September 30, 2025	—				$	—

The aggregate intrinsic value of exercisable in-the-money options was $375,000 and the aggregate intrinsic value of outstanding in-the-money options was $375,000 based on the market closing price of $24.36 on September 30, 2025 less exercise prices.

The unrecognized compensation cost of options granted to FRP employees but not yet vested as of September 30, 2025 was $506,000, which is expected to be recognized over a weighted-average period of 3.4 years.

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


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

Non-vested at January 1, 2025	102,678	$	28.44	2.7	$	2,920
Time-based awards granted	15,344	30.63			470
Performance-based awards granted	25,096	30.72			771
Vested	(10,432)	27.99			(292)
Non-vested at September 30, 2025	132,686	$	29.16	2.4	$	3,869

Total unrecognized compensation cost of restricted stock granted but not yet vested as of September 30, 2025 was $2,504,000 which is expected to be recognized over a weighted-average period of 2.8 years.

(7) Contingent Liabilities.

The Company may be involved in litigation on a number of matters and is subject to certain claims which arise in the normal course of business. The Company has retained certain self-insurance risks with respect to losses for third party liability and property damage.

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In the opinion of management, none of these matters are expected to have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.

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

As of September 30, 2025, there was $449,000 outstanding under letters of credit. The letters of credit were issued to guarantee certain obligations to state agencies related to real estate development.

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

(8) Concentrations.

The mining royalty lands segment has a total of five tenants currently leasing mining locations and one lessee that accounted for 25.8% of the Company’s consolidated revenues during the nine months ended September 30, 2025, and $761,000 of accounts receivable at September 30, 2025. The termination of these lessees’ underlying leases could have a material adverse effect on the Company. The Company places its cash and cash equivalents with Wells Fargo Bank and TD Bank. At times, such amounts may exceed FDIC limits.

(9) Fair Value Measurements.

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

The fair values of the Company’s fixed rate mortgage notes payable were estimated based on current rates available to the Company for debt of the same remaining maturities. At September 30, 2025, the carrying amount and fair value of such other long-term debt was $180,070,000 and $148,080,000, respectively. At December 31, 2024, the carrying amount and fair value of such other long-term debt was $180,070,000 and $141,302,000, respectively.

(10) Investments in Joint Ventures.

The Company has investments in joint ventures, primarily with other real estate developers. Joint ventures where FRP is not the primary beneficiary are not consolidated and are reflected in the line “Investment in joint ventures” on the balance sheet and “Equity in loss of joint ventures” on the income statement. The assets of these joint ventures are restricted to use by the joint ventures and their obligations are non-recourse to FRP as to their principal balances and can only be settled by their assets.

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


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

As of September 30, 2025
Brooksville Quarry, LLC	50.00	%	$	7,541	14,489	(72)	(36)
BC FRP Realty, LLC	50.00	%	4,865		23,647	518	259
Buzzard Point Sponsor, LLC	50.00	%	2,536		5,072	—	—
Bryant Street Partnerships	72.08	%	60,938		188,200	(5,111)	(4,058)
Lending ventures			13,749		10,339	—	—
Estero Partnership	16.00	%	6,971		55,257	—	—
The Verge Partnership	61.37	%	34,922		122,840	(3,127)	(1,919)
Greenville Partnerships	56.52	%	11,776		108,044	(2,203)	(881)
Total			$	143,298	527,888	(9,995)	(6,635)

The major classes of assets, liabilities and equity of the Company’s Investments in unconsolidated Joint Ventures as of September 30, 2025 are summarized in the following two tables (in thousands):


	As of September 30, 2025
	Buzzard Point Sponsor, LLC		Bryant Street Partnerships	Estero Partnership	Verge Partnership	Greenville Partnerships	Total Multifamily JV’s

Investments in real estate, net	$	0	175,779	48,532	120,932	103,252	$	448,495
Cash and restricted cash	0		4,071	6,725	1,509	4,597	16,902
Unrealized rents & receivables	0		6,956	0	217	76	7,249
Deferred costs	5,072		1,394	0	182	119	6,767
Total Assets	$	5,072	188,200	55,257	122,840	108,044	$	479,413

Secured notes payable	$	0	108,512	8,000	68,434	80,034	$	264,980
Other liabilities	0		2,570	427	1,085	5,016	9,098
Capital – FRP	2,536		58,338	6,828	32,648	10,898	111,248
Capital – Third Parties	2,536		18,780	40,002	20,673	12,096	94,087
Total Liabilities and Capital	$	5,072	188,200	55,257	122,840	108,044	$	479,413

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

Investments in real estate, net	$	14,351	21,467	10,339	448,495	$	494,652
Cash and restricted cash	136		1,317	0	16,902	18,355
Unrealized rents & receivables	0		483	0	7,249	7,732
Deferred costs	2		380	0	6,767	7,149
Total Assets	$	14,489	23,647	10,339	479,413	$	527,888

Secured notes payable	$	0	13,878	(3,596)	264,980	$	275,262
Other liabilities	65		285	187	9,098	9,635
Capital – FRP	7,541		4,742	13,748	111,248	137,279
Capital – Third Parties	6,883		4,742	0	94,087	105,712
Total Liabilities and Capital	$	14,489	23,647	10,339	479,413	$	527,888

The Company’s capital recorded by the unconsolidated Joint Ventures is $6,019,000 less than the Investment in Joint Ventures reported in the Company’s consolidated balance sheet due primarily to capitalized interest.

The major classes of assets, liabilities and equity of the Company’s Investments in Joint Ventures as of December 31, 2024 are summarized in the following two tables (in thousands):


	As of December 31, 2024
	Buzzard Point Sponsor, LLC		Bryant Street Partnership	Estero Partnership	Verge Partnership	Greenville Partnership	Total Multifamily JV’s

Investments in real estate, net	$	0	180,928	40,733	124,010	94,020	$	439,691
Cash and restricted cash	0		5,348	613	2,001	3,104	11,066
Unrealized rents & receivables	0		6,708	0	250	258	7,216
Deferred costs	4,892		1,406	0	138	195	6,631
Total Assets	$	4,892	194,390	41,346	126,399	97,577	$	464,604

Secured notes payable	$	0	108,084	16,000	68,242	79,829	$	272,155
Other liabilities	0		3,126	856	1,209	2,158	7,349
Capital – FRP	2,446		63,241	3,600	34,874	4,870	109,031
Capital – Third Parties	2,446		19,939	20,890	22,074	10,720	76,069
Total Liabilities and Capital	$	4,892	194,390	41,346	126,399	97,577	$	464,604

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	As of December 31, 2024
	Brooksville Quarry, LLC		BC FRP Realty, LLC	Lending Ventures	Multifamily JV’s	Grand Total

Investments in real estate, net	$	14,354	20,956	16,007	439,691	$	491,008
Cash and restricted cash	143		144	0	11,066	11,353
Unrealized rents & receivables	0		517	0	7,216	7,733
Deferred costs	1		313	0	6,631	6,945
Total Assets	$	14,498	21,930	16,007	464,604	$	517,039

Secured notes payable	$	0	10,315	(10,157)	272,155	$	272,313
Other liabilities	0		285	0	7,349	7,634
Capital – FRP	7,579		5,665	26,164	109,031	148,439
Capital - Third Parties	6,919		5,665	0	76,069	88,653
Total Liabilities and Capital	$	14,498	21,930	16,007	464,604	$	517,039

The amount of consolidated retained earnings (accumulated deficit) for these joint ventures was $(35,589,000) and $(30,513,000) as of September 30, 2025 and December 31, 2024, respectively.

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


	Bryant Street Partnerships Total JV		Bryant Street Partnerships Total JV		Bryant Street Partnerships Company Share		Bryant Street Partnerships Company Share
	Nine months ended		Nine months ended		Nine months ended		Nine months ended
	September 30,		September 30,		September 30,		September 30,
	2025		2024		2025		2024

Lease revenue	12,362		11,814		8,911		8,510

Depreciation and amortization	5,211		5,139		3,756		3,702
Operating expenses	4,472		4,394		3,229		3,165
Property taxes	1,041		1,051		749		757
Cost of operations	10,724		10,584		7,734		7,624

Total operating profit	1,638		1,230		1,177		886
Interest expense	(6,749)		(7,978)		(5,235)		(5,855)

Net loss before tax	$	(5,111)	$	(6,748)	$	(4,058)	$	(4,969)

Interest expense for the nine months ended September 30, 2025 and 2024 for the the Company share includes $372,000 loan guarantee expense.

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


	Greenville Partnerships Total JV		Greenville Partnerships Total JV		Greenville Partnerships Company Share		Greenville Partnerships Company Share
	Nine months ended		Nine months ended		Nine months ended		Nine months ended
	September 30,		September 30,		September 30,		September 30,
	2025		2024		2025		2024

Lease revenue	7,893		7,276		3,157		2,910

Depreciation and amortization	2,636		2,625		1,055		1,050
Operating expenses	2,142		1,958		856		782
Property taxes	1,468		1,129		587		452
Cost of operations	6,246		5,712		2,498		2,284

Total operating profit	1,647		1,564		659		626
Interest expense	(3,850)		(3,509)		(1,540)		(1,404)

Net loss before tax	$	(2,203)	$	(1,945)	$	(881)	$	(778)

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


	The Verge Partnership Total JV		The Verge Partnership Total JV		The Verge Partnership Company Share		The Verge Partnership Company Share
	Nine months ended		Nine months ended		Nine months ended		Nine months ended
	September 30,		September 30,		September 30,		September 30,
	2025		2024		2025		2024

Lease revenue	6,774		6,116		4,157		3,753

Depreciation and amortization	3,190		3,250		1,957		1,995
Operating expenses	2,402		2,301		1,475		1,411
Property taxes	1,008		743		618		456
Cost of operations	6,600		6,294		4,050		3,862

Total operating profit/(loss)	174		(178)		107		(109)
Interest expense	(3,301)		(3,791)		(2,026)		(2,327)

Net loss before tax	$	(3,127)	$	(3,969)	$	(1,919)	$	(2,436)

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(11) Subsequent Events.

On October 21, 2025, subsequent to quarters end, 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. 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 purchase price was $33.5 million, which included a $10.0 million reimbursement to Altman for the assignment of a bank account held by a special purpose entity that is the guarantor for approximately $49.0 million on $121.8 million in construction debt. As a result, the net cash requirement was $23.5 million. At closing, $45.3 million of the $121.8 million in total construction financing had been drawn, resulting in a $5.2 million share of debt attributable to the Company. In addition, the Company expects to record additional liabilities related to employee compensation tied to promote participation upon stabilization and sale of the projects.

The following table details the projects purchased and the square feet (SF) of the warehouses:

City

Street Address

36’ Clear Height SF

Ownership Acquired

Status

Delray Beach, FL

14130 S State Rd. 7

199,476

10%(1)

Substantial completion Q4 2025

Delray Beach, FL

14130 S State Rd. 7

392,976

10% (1)

Land for 2 warehouses

Hamilton, NJ

600 Horizon Dr.

170,800

8.5% (1)

Substantial completion Q4 2025

Parsippany, NJ

8 Lanidex Plaza W.

140,031

10% (1)

Substantial completion Q1 2026

Lakeland, FL

8161 State Rd. 33

201,420

10% (2)

Substantial completion Q2 2026

Davie, FL

6900 W. State Rd 84

182,773

20% (2)

Substantial completion Q2 2026

1,287,476

Southwest Ranches, FL

SW 202nd Ave. & Sheridan St.

335,617

Land acquisition contract 2026

(1)General Partner investment, distributions will be based upon waterfall model.

(2)FRP already owns the remaining portion.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

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

The following discussion includes non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission to supplement the financial results as reported in accordance with GAAP. The non-GAAP financial measures discussed are operating profit before G&A and pro rata net operating income (NOI), adjusted pro rata net operating income, and adjusted net income. The Company uses these metrics to analyze its continuing operations and to monitor, assess, and identify meaningful trends in its operating and financial performance. These measures are not, and should not be viewed as, a substitute for GAAP financial measures. Refer to “Non-GAAP Financial Measure” below in this quarterly report for a more detailed discussion, including reconciliations of this non-GAAP financial measure to its most directly comparable GAAP financial measure.

Executive Overview - FRP Holdings, Inc. is a real estate development, asset management and operating company business. Our properties are located in the Mid-Atlantic and southeastern United States and consist of:

Residential apartments and retail spaces in Washington, D.C. and Greenville, SC;

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

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

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

Properties held for sale.

We believe our present capital structure, liquidity and land provide us with years of opportunities to increase recurring revenue and long-term value for our shareholders. We intend to focus on our core business activity of real estate development, asset management and operations. We are developing a broad range of asset types that we believe will provide acceptable rates of return, grow recurring revenues and support future business. Capital commitments will be funded with cash proceeds from completed projects, existing cash, owned-land, partner capital and financing arrangements. Timing of projects may be subject to delays caused by factors beyond our control.

Reportable Segments

We conduct primarily all of our business in the following four reportable segments: (1) multifamily (2) industrial and commercial (3) mining royalty lands and (4) development.

Multifamily Segment.

As of September 30, 2025, the Multifamily segment included six stabilized joint ventures which own and manage apartment buildings and any associated retail. These assets create revenue and cash flows through tenant rental payments and reimbursements for building operating costs.

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The Company’s residential units typically lease for 12 – 15-month lease terms. If no notice to move out or renew is made, then the leases go month-to-month until notification of termination or renewal is received. Renewal terms are typically 9 – 12 months. The Company also leases retail spaces at apartment/mixed-use properties. The retail leases are typically 10 - 15-year leases with options to renew for another five years. Retail leases at these properties also include percentage rents which collect on average 3-6% of annual sales when a tenant exceeds a breakpoint stipulated by each individual lease. All base rent revenue is recognized on a straight-line basis. The major cash outlays incurred in this segment are for property taxes, full service maintenance, property management, utilities and marketing. The six multifamily properties are as follows:



Property and Occupancy	JV Partners	Method of Accounting	% Ownership
Dock 79, Washington, D.C., 305 apartment units and 14,430 square feet of retail	MRP Realty & Steuart Investment Company	Consolidated	52.8%
The Maren, Washington, D.C., 264 residential units and 6,811 square feet of retail	MRP Realty & Steuart Investment Company	Consolidated	56.33%
The Verge, Washington, D.C., 344 apartments and 8,536 square feet of retail.	MRP Realty	Equity Method	61.37%
Riverside, Greenville, SC, 200 apartment units	Woodfield Development	Equity Method	40%
Bryant Street, Washington D.C., 487 apartments, 91,520 square feet of retail	MRP Realty	Equity Method	72.10%
.408 Jackson, Greenville, SC, 227 apartments, 4,539 square feet of retail.	Woodfield Development	Equity Method	40%

Industrial and Commercial Segment.

The Industrial and Commercial segment owns, leases and manages commercial properties. These assets create revenue and cash flows through tenant rental payments, lease management fees and reimbursements for building operating costs. The Company’s industrial warehouses typically lease for terms ranging from 3 – 10 years often with one or two renewal options. All base rent revenue is recognized on a straight-lined basis. All of the commercial warehouse leases are triple net and common area maintenance costs (CAM Revenue) are billed monthly, and insurance and real estate taxes are billed annually. Office leases are also recognized on a straight-lined basis. The major cash outlays incurred in this segment are for operating expenses, real estate taxes, building repairs, lease commissions and other lease closing costs, construction of tenant improvements, capital to acquire existing operating buildings and closing costs related thereto and personnel costs of our property management team.

As of September 30, 2025, the Industrial and Commercial Segment includes five commercial properties owned by the Company in fee simple as follows:

1)34 Loveton Circle in suburban Baltimore County, MD consists of one office building totaling 33,708 square feet which is 59.3% occupied (25% of the space is occupied by the Company for use as our Baltimore headquarters). The property is subject to commercial leases with various tenants.

2)155 E. 21st Street in Duval County, FL was an office building property that remains under lease through March 2026. We permitted the tenant to demolish all structures on the property during 2018.

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3)Cranberry Run Business Park in Harford County, MD consists of five industrial buildings totaling 267,737 square feet which are 46.8% leased and occupied. The property is subject to commercial leases with various tenants.

4)Hollander 95 Business Park in Baltimore City, MD consists of three industrial buildings totaling 247,340 square feet and two ground leases that are 100.0% leased and occupied.

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

Management focuses on several factors to measure our success on a comparative basis in this segment. The major factors we focus on are (1) net operating income growth, (2) growth in occupancy, (3) average annual occupancy rate (defined as the occupied square feet at the end of each month during a fiscal year divided by the number of months to date in that fiscal year as a percentage of the average number of square feet in the portfolio over that same time period), (4) tenant retention success rate (as a percentage of total square feet to be renewed), (5) building and refurbishing assets to meet Class A and Class B institutional grade classifications, and (6) reducing complexities and deferred capital expenditures to maximize sale price.

Mining Royalty Lands Segment.

Our Mining Royalty Lands segment owns several properties comprising approximately 16,640 acres currently under lease for mining rents or royalties (excluding the 4,280 acres owned by our Brooksville joint venture with Vulcan Materials). Other than one location in Virginia, all of these properties are located in Florida and Georgia. The Company leases land under long-term leases that grant the lessee the right to mine and sell sand and stone deposits from our property in exchange for royalty payments. A typical lease has an option to extend the lease for additional terms. The typical lease in this segment requires the tenant to pay us a royalty based on the number of tons of mined materials sold from our property during a given fiscal year multiplied by a percentage of the average annual sales price per ton sold. As a result of this royalty payment structure, we do not bear the cost risks associated with the mining operations, however, we are subject to the cyclical nature of the construction markets in these states as both volumes and prices tend to fluctuate through those cycles. In certain locations, typically where the sand and stone deposits on our property have been depleted but the tenant still has a need for the leased land, we collect a minimum annual rental amount. In the year ended December 31, 2024, aggregate royalty tons sold were 9.6 million.

The major expenses in this segment are comprised of collection and accounting for royalties, management’s oversight of the mining leases, land entitlement for post-mining uses and property taxes at our non-leased locations and at our Grandin location which, unlike our other leased mining locations, are not entirely paid by the tenant. As such, our costs in this business are very low as a percentage of revenue, are relatively stable and are not affected by increases in production at our locations. Our current mining tenants are Vulcan Materials, Martin Marietta, Cemex, Summit Materials and The Concrete Company.

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

Significant “Second life” Mining Lands:


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

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In late 2023, the Central Florida Expressway Authority (CFX) used its eminent domain power to take title to approximately 27.6 acres from the southern boundary of a parcel of the Company’s approximately 1,196-acre Lake Louisa property that is leased to Cemex. As required by Florida law, CFX deposited $2,582,000 into the registry of the Court, representing CFX’s good faith estimate of the value of the condemned property. As the Company’s tenant, Cemex is claiming a portion of the funds ultimately paid by CFX as business damages. The Company is litigating with CFX over the value of the condemned property. The condemnation proceeding is not expected to impact the lease with Cemex.

Development Segment.

Through our Development segment, we own and are continuously monitoring for their “highest and best use” several parcels of land that are in various stages of development. Our overall strategy in this segment is to convert all our non-income producing lands into income production through (i) an orderly process of constructing new commercial and residential buildings for us to own and operate or (ii) a sale to, or joint venture with, third parties. Additionally, our Development segment will purchase land or form joint ventures on new developments of land not previously owned by the Company.

Revenues in this segment are generated predominately from land sales and interim property rents. The significant cash outlays incurred in this segment are for land acquisition costs, entitlement costs, property taxes, design and permitting, the personnel costs of our in-house management team and horizontal and vertical construction costs.

Development Segment – Industrial and Commercial Projects under Development.

At September 30, 2025, this segment owned the following future development parcels:

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

2)170 acres of land located at 765 Mechanics Valley Road in Cecil County, MD that can accommodate 900,000 square feet of industrial development.

We also have three properties that were either spun off to us from Florida Rock Industries in 1986 or acquired by us from unrelated third parties. These properties, as a result of our “highest and best use” studies, are being prepared for income generation through sale or joint venture with third parties, and in certain cases we are leasing these properties on an interim basis for an income stream while we wait for the development market to mature.

Development Segment - Significant Investment Lands Inventory:



Location	Approx. Acreage	Status	NBV
Riverfront on the Anacostia Phases III-IV	2.25	Conceptual design program ongoing	$8,722,000
Hampstead Trade Center, MD	118	Seeking PUD in preparation for sale	$12,484,000
Square 664E, on the Anacostia River in DC	2.1	Under lease to Vulcan Materials as a concrete batch plant through 2026	$7,076,000
Total	122.4		$28,282,000

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Development Segment - Investments in Joint Ventures

The third leg of our Development Segment consists of investments in joint ventures for properties in development. The Company has investments in joint ventures, primarily with other real estate developers which are summarized below:



Property	JV Partner	Status	% Ownership
Brooksville Quarry, LLC near Brooksville, FL	Vulcan Materials Company	Future planned residential development of 4,280 acres which are currently subject to mining lease	50%
BC FRP Realty, LLC for 35 acres in Maryland	St John Properties	100,030 square-foot, multi-building business park in lease-up and predevelopment activities for 153 rental townhomes, 4 retail pad sites, and an assisted living pad site	50%
Aberdeen Overlook residential development in Harford County, MD		$31.1 million in exchange for an interest rate of 10% and a 20% preferred return after which the Company is also entitled to a portion of proceeds from sale	Financing
Estero, FL	Woodfield Development	Pre-development activities for a mixed-use project with 596 multifamily units, 70,000 square feet of commercial space, 40,000 square feet of office space and a boutique 170-key hotel	16%
FRP/MRP Buzzard Point Sponsor, LLC	MRP Realty	Pre-development activities for first phase of property owned by Steuart Investment Company (SIC) under a Contribution and Pre-Development Agreement between this partnership and SIC	50%
Villages of West Greenville, Woven property in Greensville, SC	Woodfield Development	Pre-development activities for a mixed-use project with approximately 214 multifamily units and 13,500 square feet of retail space	65%
Lakeland, FL	Altman Logistics	Construction commenced second quarter 2025 on a 201,420 square foot class A warehouse	90%
Broward County, FL	Altman Logistics	Construction commenced second quarter 2025 on 182,773 square feet of industrial product	80%
Lake County, FL	Strategic Real Estate Partners ("SREP")	Construction commenced third quarter 2025 on the first building of 377,892 square feet of industrial product	95%

Joint ventures where FRP is not the primary beneficiary (including those in the Multifamily Segment) are not consolidated and are reflected in the line “Investment in joint ventures” on the balance sheet and “Equity in loss of joint ventures” on the income statement.

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


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

As of September 30, 2025
Brooksville Quarry, LLC	50.00	%	$	7,541	7,245	—	(36)
BC FRP Realty, LLC	50.00	%	4,865		11,824	6,939	259
Buzzard Point Sponsor, LLC	50.00	%	2,536		2,536	—	—
Bryant Street Partnerships	72.08	%	60,938		135,645	78,210	(4,058)
Lending ventures	100.00	%	13,749		10,339	(1,798)	—
Greenville Woven	64.85	%	10,192		11,763	—	—
Estero Partnership	16.00	%	6,971		8,841	1,280	—
The Verge Partnership	61.37	%	34,922		75,387	41,998	(1,919)
Greenville Partnerships	40.00	%	1,584		35,962	32,014	(881)
Total			$	143,298	299,542	158,643	(6,635)

The major classes of assets, liabilities and equity of the Company’s unconsolidated joint ventures as of September 30, 2025 are summarized in the following two tables (in thousands):


	As of September 30, 2025
	Buzzard Point Sponsor, LLC		Bryant Street Partnerships	Estero Partnership	Verge Partnership	Greenville Partnerships	Total Multifamily JV’s

Investments in real estate, net	$	0	175,779	48,532	120,932	103,252	$	448,495
Cash and restricted cash	0		4,071	6,725	1,509	4,597	16,902
Unrealized rents & receivables	0		6,956	0	217	76	7,249
Deferred costs	5,072		1,394	0	182	119	6,767
Total Assets	$	5,072	188,200	55,257	122,840	108,044	$	479,413

Secured notes payable	$	0	108,512	8,000	68,434	80,034	$	264,980
Other liabilities	0		2,570	427	1,085	5,016	9,098
Capital – FRP	2,536		58,338	6,828	32,648	10,898	111,248
Capital – Third Parties	2,536		18,780	40,002	20,673	12,096	94,087
Total Liabilities and Capital	$	5,072	188,200	55,257	122,840	108,044	$	479,413

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

Investments in real estate, net	$	14,351	21,467	10,339	448,495	$	494,652
Cash and restricted cash	136		1,317	0	16,902	18,355
Unrealized rents & receivables	0		483	0	7,249	7,732
Deferred costs	2		380	0	6,767	7,149
Total Assets	$	14,489	23,647	10,339	479,413	$	527,888

Secured notes payable	$	0	13,878	(3,596)	264,980	$	275,262
Other liabilities	65		285	187	9,098	9,635
Capital – FRP	7,541		4,742	13,748	111,248	137,279
Capital – Third Parties	6,883		4,742	0	94,087	105,712
Total Liabilities and Capital	$	14,489	23,647	10,339	479,413	$	527,888

The following table presents the calculation of the Company's pro rata share of certain balance sheet items by segment as of September 30, 2025:


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

Consolidated assets	$	333,268	62,534	47,828	149,038	138,592	$	731,260
Investments in unconsolidated joint ventures	(97,444)			(7,541)	(38,313)		(143,298)
Company's share of assets in unconsolidated joint ventures	246,994			7,245	45,303		299,542
Noncontrolling interest in consolidated assets	(106,971)				(9,041)	(1,931)	(117,943)
Pro rata assets	$	375,847	62,534	47,532	146,987	136,661	$	769,561

Consolidated secured notes payable	178,964				6,374		185,338
Company's share of debt in unconsolidated joint ventures	152,222				6,421		158,643
Noncontrolling interest in consolidated debt	(81,390)				(1,324)		(82,714)
Pro rata debt	$	249,796	—	—	11,471	—	$	261,267

Pro rata assets less debt	$	126,051	62,534	47,532	135,516	136,661	$	508,294
Deferred income taxes							(67,655)
Other liabilities and noncontrolling interest adjustment							(12,921)
Consolidated shareholder's equity							$	427,718

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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.

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.

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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.

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)	3		-.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	%

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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.

•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	%	1	—	%
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.

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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.

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	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)				7				(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.

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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	%	5		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	4

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)

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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%.

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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.

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•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.

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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 decrease 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)

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	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	1
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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Liquidity and Capital Resources. The growth of the Company’s businesses requires significant cash needs to acquire and develop land or operating buildings and to construct new buildings and tenant improvements. As of September 30, 2025, we had $134,853,000 of cash and cash equivalents. As of September 30, 2025 we had no debt borrowed under our $50 million Wells Fargo revolver, $449,000 outstanding under letters of credit and $49,551,000 available to borrow under the revolver.

Cash Flows - The following table summarizes our cash flows from operating, investing and financing activities for each of the periods presented (in thousands of dollars):


	Nine Months Ended September 30,
	2025		2024
Total cash provided by (used for):
Operating activities	$	21,252	21,404
Investing activities	(29,826)		(46,974)
Financing activities	(5,193)		12,696
Increase (decrease) in cash and cash equivalents	$	(13,767)	(12,874)

Outstanding debt at the beginning of the period	178,853		178,705
Outstanding debt at the end of the period	185,338		178,779

Operating Activities - Net cash provided by operating activities for the nine months ended September 30, 2025 was $21,252,000 versus $21,404,000 in the same period last year. The decrease was primarily due to lower net income, less loss in equity of joint ventures, higher income tax payments, mostly offset by higher accounts payable and accrued liabilities due to the timing of construction in progress payments.

Investing Activities - Net cash used in investing activities for the nine months ended September 30, 2025 was $29,826,000 versus $46,974,000 in the same period last year. The $17.1 million decrease was due to a $12.9 million decrease in investment in properties from winding up the Chelsea warehouse construction combined with a $1.0 million decrease in investments in joint ventures due to lower capital calls and lending activity, partially offset by a $4.8 million increase in return of capital from joint ventures. Return of capital from joint ventures increased primarily due to $5.8 million loan repayment and $1.5 million distribution from BC Realty's third party financing, $1.1 million distributions from our Greenville properties while the prior year included a $5 million return from permanent financing at .408 Jackson and higher residential lot sales.

Financing Activities – Net cash used in financing activities was $5,193,000 versus $12,696,000 provided by financing activities in the same period last year due to $12.6 million distribution to noncontrolling interests related to the the planned increase in ownership of our partnerships with Altman Logistics at the construction/stabilization loan closings. Also related to these closings there was $1.4 million paid in debt issuance costs and $7.6 million draws on the loans.

Credit Facilities - On July 21, 2025, the Company entered into a 2023 Amended and Restated Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, N.A. (“Wells Fargo”). The Credit Agreement modifies the Company’s prior Credit Agreement with Wells Fargo, dated December 22, 2023. The Credit Agreement establishes a three-year revolving credit facility with a maximum facility amount of $50 million. The interest rate under the Credit Agreement will be 2.25% over Daily Simple SOFR. A commitment fee of 0.35% per annum is payable quarterly on the unused portion of the commitment. The credit agreement contains certain conditions and financial covenants, including a minimum tangible net worth and dividend restriction. As of September 30, 2025, these covenants would have limited our ability to pay dividends to a maximum of $93.0 million combined.

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On March 19, 2021, the Company refinanced Dock 79 and The Maren projects pursuant to separate Loan Agreements and Deed of Trust Notes entered into with Teachers Insurance and Annuity Association of America, LLC. Dock 79 and The Maren borrowed principal sums of $92,070,000 and $88,000,000 respectively, in connection with the refinancing. The loans bear a fixed interest rate of 3.03% per annum, and require monthly payments of interest only with the principal in full due April 1, 2033.

On July 25, 2022 the Greenville partnership at Riverside secured a $32,000,000 loan with a fixed rate of 4.92% from Synovus Bank, replacing the $22,800,000 loan with Truist Bank. It is an eight year loan maturing July 25, 2030. The term coincides with when the opportunity zone holding period lapses in 2030, when a sale could take place and the tax on gain is forgiven.

On December 4, 2023 the Bryant Street partnership secured a $110,000,000 loan with a floating rate equal to SOFR plus 2.9% from Rialto Capital Management, replacing the $132,000,000 loan with Capital One. It is a three year loan with two one-year extensions. A SOFR rate cap was secured at 5.35% from Chatham Financial creating an effective interest rate ceiling of 8.25%. The loan has a floor interest rate of 6.90%. FRP will look to secure a fixed permanent loan in the future when interest rates are more favorable.

On January 30, 2024 the Greenville partnership at .408 Jackson secured a $49,450,000 loan with a fixed rate of 5.59% from Fannie Mae, replacing the $36,000,000 loan with First National Bank. It is a seven year loan maturing February 1, 2031. The interest rate was favorable given the current market conditions and the term coincides with when the opportunity zone holding period lapses in 2030, when a sale could take place and the tax on gain is forgiven. As a result of refinancing, the Company received a $5 million return of capital.

On April 25, 2024 the Verge partnership secured a $68,862,000 loan with a fixed rate of 5.72% from Fannie Mae, replacing the $72,823,000 loan with Truist Bank. It is a seven year loan maturing May 1, 2031. The opportunity zone holding period lapses in 2030, when a sale could take place and the tax on gain is forgiven.

On March 13, 2025 the Davie partnership secured a $31.9 million loan with a floating rate equal to SOFR plus 2.75% from Synovus National Bank. It is a three-year construction/stabilization loan with a two-year conditional extension at SOFR plus 2.25%.

On May 30, 2025 the Woven partnership secured a $42.9 million loan with a floating rate equal to SOFR plus 2.85% from Bank of Texas and First Horizon Bank. It is a four-year construction/stabilization loan and includes a one-year conditional extension with principal and interest payments.

On June 16, 2025 the BC Realty partnership refinanced our FRP provided floating rate construction loans on our two office buildings with Symetra Life Insurance Company. This is a 10 year, fully amortizing $10.5M permanent loan, at a fixed interest rate of 6.40%.

On July 23, 2025 the Camp Lake partnership secured a $33.0 million loan at SOFR plus 2.75% from Pinnacle Bank. It is a three-year construction/stabilization loan with two one-year conditional extensions.

On September 15, 2025 the Estero partnership secured a $81.5 million loan at SOFR plus 2.75% from Santander Bank. It is a four-year construction/stabilization loan with two one-year conditional extensions. In addition, there is an $8 million loan at SOFR plus 4.25% from Santander Bank related to future phases.

Cash Requirements – The Company expects to invest $31 million into our existing real estate holdings and joint ventures during the remainder of 2025 and $161 million beyond 2025 for projects currently in our pipeline, with such capital being funded from cash and investments on hand, cash generated from operations, property sales, distributions from joint ventures, or borrowings under our credit facilities.

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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), adjusted Pro rata net operating income, and adjusted Net income because we believe they assist investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP. 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 ending 9/30/25 (in thousands)
	Industrial and Commercial Segment		Development Segment	Multifamily Segment	Mining Royalties Segment	Unallocated Corporate Expenses	FRP Holdings Totals

Net income (loss)	$	1,092	948	(3,940)	7,385	(2,662)	2,823
Income tax allocation	335		291	(1,221)	2,269	(767)	907

Income (loss) before income taxes	1,427		1,239	(5,161)	9,654	(3,429)	3,730

Less:
Unrealized rents	—			—	—		—
Interest income			2,782	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

Table of Contents

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

from these estimates. Please refer to the section of our Annual Report on Form 10-K for the year ended December 31, 2024, entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” for a discussion of our critical accounting policies. During the nine months ended September 30, 2025, there were no material changes to these policies.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

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

Applicable margin for borrowings at September 30, 2025 under the Wells Fargo Credit Agreement was Daily simple SOFR plus 2.25%. and under our variable rate construction/stabilization loans was Daily SOFR plus 2.75%.

The Company did not have a material amount of variable rate debt at September 30, 2025, 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.

ITEM 4. CONTROLS AND PROCEDURES

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

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

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

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

As of September 30, 2025, the Company, under the supervision and with the participation of the Company's management, including the CEO, CFO and CAO, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on this evaluation, the Company’s CEO, CFO and CAO concluded that the Company's disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be included in periodic SEC filings.

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

PART II. OTHER INFORMATION

Item 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. PURCHASES OF EQUITY SECURITIES BY THE ISSUER


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
July 1 through July 31	—	$	—	—	$	7,363,000
August 1 through August 31	—	$	—	—	$	7,363,000
September 1 through September 30	—	$	—	—	$	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. On December 5, 2018, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. On August 5, 2019, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. On May 6, 2020, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. On August 26, 2020, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization.

Item 6. EXHIBITS

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


		FRP Holdings, Inc.


Date: November 7, 2025	By	JOHN D. BAKER III
		John D. Baker III
		Chief Executive Officer
		(Principal Executive Officer)

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

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

FRP HOLDINGS, INC.

FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

EXHIBIT INDEX


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

101.XSD			XBRL Taxonomy Extension Schema
101.CAL			XBRL Taxonomy Extension Calculation Linkbase
101.DEF			XBRL Taxonomy Extension Definition Linkbase
101.LAB			XBRL Taxonomy Extension Label Linkbase
101.PRE			XBRL Taxonomy Extension Presentation Linkbase
104.			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

EX-31 2 frph-20250930xexx31a.htm EX-31 Document


CERTIFICATIONS			Exhibit 31(a)

I, John D. Baker III, certify that:

1.I have reviewed this report on Form 10-Q of FRP Holdings, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosures controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial report; and

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 7, 2025			/s/ John D. Baker III
			Chief Executive Officer

EX-31 3 frph-20250930xexx31b.htm EX-31 Document


CERTIFICATIONS			Exhibit 31(b)

I, Matthew C. McNulty, certify that:

1.I have reviewed this report on Form 10-Q of FRP Holdings, Inc.;

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 7, 2025			/s/ Matthew C. McNulty
			Chief Financial Officer and Treasurer

EX-31 4 frph-20250930xexx31c.htm EX-31 Document


CERTIFICATIONS			Exhibit 31(c)

I, John D. Klopfenstein, certify that:

1.I have reviewed this report on Form 10-Q of FRP Holdings, Inc.;

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 7, 2025			/s/ John D. Klopfenstein
			Controller and Chief Accounting Officer

EX-32 5 frph-20250930xexx32.htm EX-32 Document

Exhibit 32

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies that this periodic report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of FRP Holdings, Inc.


		FRP Holdings, Inc.


Date: November 7, 2025	By	/s/JOHN D. BAKER III
		John D. Baker III
		Chief Executive Officer & Chief Financial Officer
		(Principal Executive Officer)

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

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

A signed original of this written statement required by Section 906 has been provided to FRP Holdings, Inc. and will be retained by FRP Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification accompanies the issuer’s Quarterly report on Form 10-Q and is not filed as provided in SEC Release Nos. 33-8212, 34-4751 and IC-25967, dated June 30, 2003.