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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 12, 2026
FRP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
001-36769
(Commission File Number)
47-2449198
(IRS Employer Identification No.)
200 W. FORSYTH STREET, 7TH FLOOR
JACKSONVILLE, FL
(Address of principal executive offices)
32202
(Zip Code)
(904) 858-9100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
FRPH
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On May 12, 2026, FRP Holdings, Inc. issued a press release announcing results of operations for the first quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1.



Item 2.02. Results of Operations and Financial Condition.
The information in this report (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. Description
99.1 FRP Holdings, Inc. Press Release dated May 12, 2026



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FRP HOLDINGS, INC.
Registrant
Date:  May 12, 2026
By:
/s/Matthew C. McNulty
Matthew C. McNulty
Chief Financial Officer & Treasurer

EX-99 2 frph-20260512xexx99.htm EX-99 Document

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FOR IMMEDIATE RELEASE

FRP Holdings, Inc. Reports Fiscal 2026 First Quarter Results

Mining Royalties Volume Up 7.9% and Revenue Per Ton Up 6.5%

Multifamily and Industrial Occupancy Pressured; Re-Leasing the Near-Term Priority


JACKSONVILLE, FL., May 12, 2026 – FRP Holdings, Inc. (NASDAQ: FRPH), a full-service real estate investment and development company with four distinct business segments including Multifamily, Industrial and Commercial, Development, and Mining and Royalty Lands, today reported financial results for the quarter ended March 31, 2026. Key results for the quarter ended 2026 include (compared with the first quarter 2025):

Q1 2026 Financial Highlights:
•Net loss of $0.7 million or $(0.04) per share, versus net income of $1.7 million or $0.09 per share
•Pro rata NOI of $8.9 million versus $9.4 million, down 5%
•Multifamily portfolio occupancy of 92.1% across 1,827 units versus 94.0%
•Industrial & Commercial occupancy of 69.9% ex-Chelsea, down from 85.2%
•Mining royalties: volume up 7.9%, revenue per ton up 6.5%
•Closed Altman Logistics acquisition October 21, 2025; first full quarter of platform integration
"Our first quarter results reflect the headwinds we flagged exiting last year, including occupancy pressure across our DC multifamily assets, industrial vacancies in Maryland that we are working to re-lease, and elevated G&A from the integration costs related to the Altman acquisition," said John Baker III, CEO of FRP Holdings. Baker continued, "Mining royalties continue to be a bright spot, with volume and pricing both moving favorably for the second consecutive quarter. We have more capital deployed in active development today than at any point in recent history, and over the next two years, lease-up of that pipeline will reshape our earnings profile. Near-term, our focus is straightforward: re-lease the Maryland industrial portfolio, stabilize occupancy in the DC multifamily assets, and deliver our active development projects on schedule.”

Operating Performance Snapshot (dollars in thousands)
Metric
Q1 2026
Q1 2025
Net Income Attributable to the Company
($687)
$1,710
Pro Rata NOI
$8,861
$9,364
Multifamily Pro Rata NOI
$4,084
$4,630
Industrial & Commercial NOI
$758
$1,139
Mining Royalty NOI
$3,782
$3,284






Q1 Consolidated Results of Operations
•Net loss of $687,000 or $(0.04) per share, versus net income of $1,710,000 or $0.09 per share in Q1 2025
•Pro rata NOI of $8.9 million versus $9.4 million in Q1 2025, with the decline driven by lower Multifamily and Industrial NOI partially offset by higher Mining Royalty NOI
•Total revenues of $10.6 million, up 2.8%, as a 15% increase in mining royalty revenue and $164,000 of joint venture management fee revenue from the Altman platform offset a 5% decline in lease revenue
•G&A of $4.1 million, up $1.5 million versus Q1 2025, driven by $311,000 higher audit fees, $173,000 of valuation and accounting consulting fees, $110,000 of IT consulting and higher wages all primarily related to the Altman acquisition
•Net investment income decreased $873,000, reflecting reduced earnings on cash equivalents on lower balances and rates ($650,000) and lower lending venture income ($223,000) on smaller loan balances
•Equity in loss of joint ventures was an unfavorable $584,000, driven by lower revenues and higher expenses

Multifamily Segment
•Pro rata NOI of $4.1 million, down $546,000 or 12% versus Q1 2025; portfolio-wide occupancy of 92.1% across 1,827 units, down from 94.0% a year ago
•Decline concentrated in DC assets: Dock 79 NOI down $104,000 with occupancy declining 630 bps to 89.3%; The Maren NOI down $96,000 with occupancy declining 230 bps to 91.6%; The Verge NOI down $148,000 with occupancy declining 370 bps to 89.8%; Bryant Street NOI down $195,000 on higher operating costs
•Greenville assets flat with Riverside NOI up $12,000 and occupancy up 410 bps to 97.0%; .408 Jackson NOI down modestly with occupancy at 95.3%
•Renewal rate increases ranged from 0.6% to 6.1% across the portfolio

Industrial and Commercial Segment
•NOI of $758,000, down $381,000 or 33% versus Q1 2025
•Ten buildings in service totaling 773,356 sq ft of industrial and 33,708 sq ft of office; blended occupancy of 47.5%, reflecting the 258,279 sq ft Chelsea Road spec warehouse currently 100% vacant and in lease-up
•Excluding Chelsea, occupancy was 69.9% versus 85.2% in Q1 2025, with the further decline driven by additional non-renewing leases on top of the prior tenant eviction



•Chelsea contributed $218,000 of depreciation and $80,000 of operating costs in the quarter with no offsetting revenue
•Re-leasing the Maryland portfolio remains the primary near-term NOI driver for this segment

Mining Royalty Segment
•Revenue of $3.7 million, up $483,000 or 15% versus Q1 2025; royalty tons up 7.9%, revenue per ton up 6.5%
•Operating profit before G&A of $3.4 million, up $432,000; operating margins above 91%
•NOI of $3.8 million, up $498,000 or 15% year-over-year, the second consecutive quarter of double-digit underlying growth, with both volume and pricing trending favorably

Development and Active Pipeline
•Harford County residential lots: 228 of 344 lots sold (vs. 195 at Q4 2025); $30.0 million of $31.1 million commitment returned, $7.1 million recorded as profit to date
•Lakeland, FL warehouse and Broward County, FL warehouse: substantial completion expected Q2 2026
•Woven, Greenville, SC: under construction, substantial completion expected late 2027
•Estero Phase 1, Naples/Ft. Myers, FL: under construction, substantial completion expected late 2027
•Lake County, FL warehouses (SREP JV): substantial completion of first warehouse expected Q1 2027
•Riverfront Phase III/IV received second-stage PUD approval October 10, 2025; Phase III not currently in development, with property taxes now expensed rather than capitalized. Phase IV under entitlement.

Altman Logistics Platform
•First full quarter following the October 21, 2025, closing of the Altman Logistics Property acquisition
•Development segment recognized $163,000 of joint venture management fee revenue from the three minority-interest warehouse projects acquired in the Altman transaction
•Acquired projects include warehouses in Delray Beach, FL (199,476 sq ft completed Q1 2026; additional 392,976 sq ft of land for two warehouses); Hamilton, NJ (170,800 sq ft substantial completion Q1 2026); Parsippany, NJ (140,031 sq ft, substantial completion Q2 2026); and Southwest Ranches, FL (335,617 sq ft land acquisition contracted for 2026)
•Several former Altman employees joined FRP as part of the transaction, providing in-house origination capability across Florida and New Jersey




Conference Call
The Company will host a conference call on Wednesday, May 13, 2026, at 9:00 a.m. (ET). Analysts, stockholders and other interested parties may access the teleconference live by calling 1-877-545-0320 (passcode 784509) within the United States or by joining the webcast at https://www.webcaster5.com/Webcast/Page/3158/54012. International callers may dial 1-973-528-0002 (passcode 784509). Audio replay will be available until May 13, 2027, by accessing it at the same link. The webcast replay will also be available on the Company’s investor relations page (https://www.frpdev.com/investor-relations/) following the call.

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

Investors are cautioned that any statements in this press release which relate to the future are, by their nature, subject to risks and uncertainties that could cause actual results and events to differ materially from those indicated in such forward-looking statements. These include, but are not limited to: the possibility that we may be unable to find appropriate investment opportunities; levels of construction activity in the markets served by our mining properties; demand for flexible warehouse/office facilities in our markets; multifamily demand in Washington D.C. and Greenville, South Carolina; our ability to obtain zoning and entitlements necessary for property development; the impact of lending and capital market conditions on our liquidity; our ability to finance projects or repay our debt; general real estate investment and development risks; vacancies in our properties; risks associated with developing and managing properties in partnership with others; competition; our ability to renew leases or re-lease spaces as leases expire; illiquidity of real estate investments; bankruptcy or defaults of tenants; the impact of restrictions imposed by our credit facility; the level and volatility of interest rates; environmental liabilities; inflation risks; cybersecurity risks; and construction costs; as well as other risks listed from time to time in our SEC filings; including but not limited to; our annual and quarterly reports. We have no obligation to revise or update any forward-looking statements, other than as imposed by law, as a result of future events or new information. Readers are cautioned not to place undue reliance on such forward-looking statements.

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

Investor & Media Contacts:
Robert Winters or Abe Plimpton
FRPH@alpha-ir.com
312-445-2870






Comparative Results of Operations for the three months ended March 31, 2026 and 2025
Consolidated Results
(dollars in thousands)
Three Months Ended March 31,
2026 2025 Change %
Revenues:
Lease revenue $ 6,713  7,072  $ (359) -5.1 %
Mining royalty and rents 3,717  3,234  483  14.9 %
Joint venture management fee revenue 164  —  164 
Total revenues 10,594  10,306  288  2.8 %
Cost of operations:
Depreciation, depletion and amortization 2,842  2,607  235  9.0 %
Operating expenses 2,130  1,859  271  14.6 %
Property taxes 1,025  938  87  9.3 %
General and administrative 4,085  2,577  1,508  58.5 %
Total cost of operations 10,082  7,981  2,101  26.3 %
Total operating profit 512  2,325  (1,813) -78.0 %
Net investment income 1,688  2,561  (873) -34.1 %
Interest expense (708) (695) (13) 1.9 %
Equity in loss of joint ventures (2,615) (2,031) (584) 28.8 %
Income before income taxes (1,123) 2,160  (3,283) -152.0 %
Provision for income taxes (202) 526  (728) -138.4 %
Net income (921) 1,634  (2,555) -156.4 %
Income (loss) attributable to noncontrolling interest (234) (76) (158) 207.9 %
Net income attributable to the Company $ (687) 1,710  $ (2,397) -140.2 %





Multifamily Segment (Pro rata consolidated and pro rata unconsolidated)
Three months ended March 31, 2026
(dollars in thousands) 2026 % 2025 % Change %
Lease revenue $ 8,014  100.0 % 8,305  100.0 % (291) -3.5 %
Depreciation and amortization 3,375  42.1 % 3,287  39.6 % 88  2.7 %
Operating expenses 2,889  36.0 % 2,625  31.6 % 264  10.1 %
Property taxes 950  11.9 % 970  11.7 % (20) -2.1 %
Cost of operations 7,214  90.0 % 6,882  82.9 % 332  4.8 %
Operating profit before G&A $ 800  10.0 % 1,423  17.1 % (623) -43.8 %
Depreciation and amortization 3,375  3,287  88 
Unrealized rents & other (91) (80) (11)
Net operating income $ 4,084  51.0 % 4,630  55.7 % (546) -11.8 %
Apartment Building Units
Pro rata NOI
Q1 2026
Pro rata NOI
Q1 2025
Avg. Occupancy Q1 2026
Avg. Occupancy Q1 2025
Renewal Success Rate Q1 2026
Renewal % increase Q1 2026
Dock 79 Anacostia DC 305 $801,000 $905,000 89.3 % 95.6 % 63.6 % 6.1 %
Maren Anacostia DC 264 $759,000 $855,000 91.6 % 93.9 % 55.6 % 3.7 %
Riverside Greenville 200 $234,000 $222,000 97.0 % 92.9 % 60.6 % 0.6 %
Bryant Street DC 487 $1,344,000 $1,539,000 92.1 % 92.5 % 63.6 % 1.9 %
.408 Jackson Greenville 227 $341,000 $356,000 95.3 % 97.2 % 41.9 % 5.3 %
Verge Anacostia DC 344 $605,000 $753,000 89.8 % 93.5 % 62.5 % 1.2 %
Multifamily Segment 1,827 $4,084,000 $4,630,000 92.1 % 94.0 %




Multifamily Segment (Consolidated - Dock 79 & The Maren)
Three months ended March 31, 2026
(dollars in thousands) 2026 % 2025 % Change %
Lease revenue $ 5,195  100.0 % 5,424  100.0 % (229) -4.2 %
Depreciation and amortization 2,007  38.7 % 1,995  36.8 % 12  .6 %
Operating expenses 1,726  33.2 % 1,585  29.2 % 141  8.9 %
Property taxes 610  11.7 % 635  11.7 % (25) -3.9 %
Cost of operations 4,343  83.6 % 4,215  77.7 % 128  3.0 %
Operating profit before G&A $ 852  16.4 % 1,209  22.3 % (357) -29.5 %

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

Three months ended March 31, 2026
(dollars in thousands) 2026 % 2025 % Change %
Lease revenue $ 5,181  100.0 % 5,349  100.0 % (168) -3.1 %
Depreciation and amortization 2,276  43.9 % 2,193  41.0 % 83  3.8 %
Operating expenses 1,974  38.1 % 1,780  33.3 % 194  10.9 %
Property taxes 618  11.9 % 625  11.7 % (7) -1.1 %
Cost of operations 4,868  94.0 % 4,598  86.0 % 270  5.9 %
Operating profit before G&A $ 313  6.0 % 751  14.0 % (438) -58.3 %




Industrial and Commercial Segment
Three months ended March 31, 2026
(dollars in thousands) 2026 % 2025 % Change %
Lease revenue $ 1,200  100.0 % 1,347  100.0 % (147) (10.9 %)
Depreciation and amortization 566  47.1 % 391  29.1 % 175  44.8 %
Operating expenses 326  27.2 % 233  17.3 % 93  39.9 %
Property taxes 127  10.6 % 80  5.9 % 47  58.8 %
Cost of operations 1,019  84.9 % 704  52.3 % 315  44.7 %
Operating profit before G&A $ 181  15.1 % 643  47.7 % (462) (71.9 %)
Depreciation and amortization 566  391  175 
Unrealized revenues 11  105  (94)
Net operating income $ 758  63.2 % $ 1,139  84.6 % $ (381) (33.5 %)

Mining Royalty Lands Segment Results
Three months ended March 31, 2026
(dollars in thousands) 2026 % 2025 % Change %
Mining royalty and rent revenue $ 3,717  100.0 % 3,234  100.0 % 483  14.9 %
Depreciation, depletion and amortization 226  6.1 % 178  5.5 % 48  27.0 %
Operating expenses 19  0.5 % 16  0.5 % 18.8 %
Property taxes 75  2.0 % 75  2.3 % —  %
Cost of operations 320  8.6 % 269  8.3 % 51  19.0 %
Operating profit before G&A $ 3,397  91.4 % 2,965  91.7 % 432  14.6 %
Depreciation and amortization 226  178  48 
Unrealized revenues 159  141  18 
Net operating income $ 3,782  101.7 % $ 3,284  101.5 % $ 498  15.2 %




Development Segment Results
Three months ended March 31, 2026
(dollars in thousands) 2026 2025 Change
Lease revenue $ 319  301  18 
Joint venture management fee revenue 163  —  163 
Total revenues 482  301  181 
Depreciation, depletion and amortization 43  43  — 
Operating expenses 59  25  34 
Property taxes 213  148  65 
Cost of operations 315  216  99 
Operating profit before G&A $ 167  85  82 
                                                    




CONSOLIDATED BALANCE SHEETS – As of December 31 (In thousands, except share data)
Assets: March 31
2026
December 31
2025
Real estate investments at cost:
Land $ 182,887  182,936 
Buildings and improvements 310,168  309,132 
Projects under construction 57,354  45,032 
Total investments in properties 550,409  537,100 
Less accumulated depreciation and depletion 91,412  88,558 
Net investments in properties 458,997  448,542 
Real estate held for investment, at cost 12,741  12,626 
Investments in joint ventures 155,065  153,084 
Net real estate investments 626,803  614,252 
Cash, cash equivalents and restricted cash including $10,889 and $11,394 of restricted cash at March 31, 2026 and December 31, 2025, respectively
107,859  105,361 
Accounts receivable, net 1,950  1,874 
Federal and state income taxes receivable 1,279  1,071 
Unrealized rents 1,299  1,264 
Deferred costs 3,637  3,768 
Goodwill 6,893  6,893 
Other assets 669  662 
Total assets $ 750,389  735,145 
Liabilities:
Notes payable, net $ 203,916  192,554 
Accounts payable and accrued liabilities 17,122  12,148 
Other liabilities 2,407  2,317 
Deferred revenue 3,401  3,356 
Deferred income taxes 66,901  66,900 
Deferred compensation 1,546  1,524 
Tenant security deposits 699  689 
Total liabilities 295,992  279,488 
Commitments and contingencies
Equity:
Common stock, $.10 par value
25,000,000 shares authorized,
19,170,275 and 19,109,541 shares issued
and outstanding, respectively
1,917  1,911 
Capital in excess of par value 71,730  71,368 
Retained earnings 354,523  355,210 
Accumulated other comprehensive income, net 24 
Total shareholders’ equity 428,178  428,513 
Noncontrolling interests 26,219  27,144 
Total equity 454,397  455,657 
Total liabilities and equity $ 750,389  735,145 
.



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

Pro rata Net Operating Income Reconciliation
Three months ending 3/31/26 (in thousands)
Industrial and
Commercial
Segment
Development
Segment
Multifamily
Segment
Mining
Royalties
Segment
Unallocated
Corporate
Expenses
FRP
Holdings
Totals
Net income (loss) $ 138  768  (1,893) 2,590  (2,524) (921)
Income tax allocation 43  236  (510) 795  (766) (202)
Income (loss) before income taxes 181  1,004  (2,403) 3,385  (3,290) (1,123)
Less:
Unrealized rents —  —  46  —  —  — 
Management fee revenue —  163  —  —  —  163 
Interest income 804  877  1,688 
Plus:
Unrealized rents 11  —  —  159  —  124 
Professional fees —  12  51  —  —  63 
Equity in loss of joint ventures —  (33) 2,636  12  —  2,615 
Interest expense —  —  626  —  82  708 
Depreciation/amortization 566  43  2,007  226  —  2,842 
General and administrative —  —  —  —  4,085  4,085 
Net operating income (loss) 758  59  2,864  3,782  —  7,463 
NOI of noncontrolling interest —  —  (1,304) —  —  (1,304)
Pro rata NOI from unconsolidated joint ventures —  178  2,524  —  —  2,702 
Pro rata net operating income $ 758  237  4,084  3,782  —  8,861 



Pro rata Net Operating Income Reconciliation
Three months ending 3/31/25 (in thousands)
Industrial and
Commercial
Segment
Development
Segment
Multifamily
Segment
Mining
Royalties
Segment
Unallocated
Corporate
Expenses
FRP
Holdings
Totals
Net income (loss) $ 492  905  (1,169) 2,259  (853) 1,634 
Income tax allocation 151  278  (369) 694  (228) 526 
Income (loss) before income taxes 643  1,183  (1,538) 2,953  (1,081) 2,160 
Less:
Unrealized rents —  —  —  —  —  — 
Interest income —  1,027  —  —  1,534  2,561 
Plus:
Unrealized rents 105  —  141  —  249 
Professional fees —  —  31  —  —  31 
Equity in loss of joint ventures —  (71) 2,090  12  —  2,031 
Interest expense —  —  657  —  38  695 
Depreciation/amortization 391  43  1,995  178  —  2,607 
General and administrative —  —  —  —  2,577  2,577 
Net operating income (loss) 1,139  128  3,238  3,284  —  7,789 
NOI of noncontrolling interest —  —  (1,478) —  —  (1,478)
Pro rata NOI from unconsolidated joint ventures —  183  2,870  —  —  3,053 
Pro rata net operating income $ 1,139  311  4,630  3,284  —  9,364