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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 June 30, 2026
or
[_] 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 The Nasdaq Global Market
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 August 4, 2026
Common Stock, $.10 par value per share
19,198,301 shares
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FRP HOLDINGS, INC.
FORM 10-Q
QUARTER ENDED JUNE 30, 2026
CONTENTS
Page No.
#
#
2
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Preliminary Note Regarding Forward-Looking Statements.

This Quarterly Report on Form 10-Q 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 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. Potential risks and uncertainties 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 multifamily and flexible warehouse/office facilities; our ability to obtain zoning and entitlements necessary for property development; the impact of lending and capital market conditions on our liquidity, our ability to finance projects or repay our debt; general real estate investment and development risks; vacancies in our properties; risks associated with developing and managing properties in partnership with others; competition; our ability to renew leases or re-lease spaces as leases expire; illiquidity of real estate investments; bankruptcy or defaults of tenants; the impact of restrictions imposed by our credit facility; the level and volatility of interest rates; environmental liabilities; inflation risks; cyber security risks; and construction costs; as well as other risks discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.

We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-Q. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of unanticipated events.
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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: June 30,
2026		 December 31,
2025
Real estate investments at cost:
Land $ 182,857  182,936 
Buildings and improvements 310,344  309,132 
Projects under construction 75,893  45,032 
Total investments in properties 569,094  537,100 
Less accumulated depreciation and depletion 94,298  88,558 
Net investments in properties 474,796  448,542 
Real estate held for investment, at cost 12,872  12,626 
Investments in joint ventures 158,302  153,084 
Net real estate investments 645,970  614,252 
Cash, cash equivalents and restricted cash including $11,570 and $11,394 of restricted cash at June 30, 2026 and December 31, 2025, respectively
 100,975  105,361 
Accounts receivable, net 1,943  1,874 
Federal and state income taxes receivable 1,354  1,071 
Unrealized rents 1,420  1,264 
Deferred costs 3,082  3,768 
Goodwill
 6,893  6,893 
Other assets 676  662 
Total assets $ 762,313  735,145 
Liabilities:
Notes payable, net $ 214,618  192,554 
Accounts payable and accrued liabilities 17,784  12,148 
Other liabilities 2,503  2,317 
Deferred revenue 3,464  3,356 
Deferred income taxes 66,900  66,900 
Deferred compensation 1,521  1,524 
Tenant security deposits 696  689 
Total liabilities 307,486  279,488 
Commitments and contingencies
Equity:
Common stock, $.10 par value
25,000,000 shares authorized,
19,198,301 and 19,109,541 shares issued
and outstanding, respectively
 1,920  1,911 
Capital in excess of par value 72,736  71,368 
Retained earnings 354,264  355,210 
Accumulated other comprehensive income, net 26  24 
Total shareholders’ equity 428,946  428,513 
Noncontrolling interests 25,881  27,144 
Total equity 454,827  455,657 
Total liabilities and equity $ 762,313  735,145 
See accompanying notes.
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FRP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(In thousands except per share amounts)
(Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2026 2025 2026 2025
Revenues:
Lease revenue $ 6,823  7,241  $ 13,536  14,313 
Mining royalty and rents 4,066  3,609  7,783  6,843 
Joint venture management fee revenue
 194  —  358  — 
Total revenues 11,083  10,850  21,677  21,156 
Cost of operations:
Depreciation/depletion/amortization 2,923  2,726  5,765  5,333 
Operating expenses 1,972  2,580  4,102  4,439 
Property taxes 1,042  1,002  2,067  1,940 
General and administrative 3,687  2,885  7,772  5,462 
Total cost of operations 9,624  9,193  19,706  17,174 
Total operating profit 1,459  1,657  1,971  3,982 
Investment income 1,237  2,348  2,925  4,909 
Interest expense (701) (824) (1,409) (1,519)
Equity in loss of joint ventures (2,419) (2,379) (5,034) (4,410)
Income (loss) before income taxes (424) 802  (1,547) 2,962 
Provision for income taxes (80) 178  (282) 704 
Net income (loss) (344) 624  (1,265) 2,258 
Income (loss) attributable to noncontrolling interest (85) 46  (319) (30)
Net income (loss) attributable to the Company $ (259) 578  $ (946) 2,288 
Earnings per common share:
Net income/(loss) attributable to the Company
Basic $ (.01) .03 $ (.05) .12
Diluted $ (.01) .03 $ (.05) .12
Number of shares (in thousands) used in computing:
 -basic earnings per common share 19,035 18,966 19,026 18,957
 -diluted earnings per common share 19,058 19,016 19,044 19,017

See accompanying notes.
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FRP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands except per share amounts)
(Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2026 2025 2026 2025
Net income (loss) $ (344) 624  $ (1,265) 2,258 
Other comprehensive income (loss) net of tax:
Minimum pension liability, net of income tax effect of $5, $(3), $0, and $(6)
 18  (7) 2  (15)
Comprehensive income (loss) $ (326) 617  $ (1,263) 2,243 
Less comprehensive income (loss) attributable to noncontrolling interests (85) 46  (319) (30)
Comprehensive income (loss) attributable to the Company $ (241) 571  $ (944) 2,273 
See accompanying notes
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FRP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(In thousands) (Unaudited)
2026 2025
Cash flows from operating activities:
Net income (loss)
 $ (1,265) 2,258 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization 6,138  5,622 
Deferred income taxes —  (33)
Equity in loss of joint ventures 5,034  4,410 
Gain on sale of equipment and property (15) (16)
Stock-based compensation 1,377  1,326 
Net changes in operating assets and liabilities:
Accounts receivable (69) (234)
Deferred costs and other assets (161) 106 
Accounts payable and accrued liabilities 34  155 
Income taxes payable and receivable (283) (1,389)
Other long-term liabilities 4  4 
Net cash provided by operating activities 10,794  12,209 
Cash flows from investing activities:
Investments in properties (26,556) (8,198)
Investments in joint ventures (16,248) (6,096)
Return of capital from investments in joint ventures 6,180  16,485 
Proceeds from the sale of equipment and property
 20  16 
Net cash (used in) provided by investing activities (36,604) 2,207 
Cash flows from financing activities:
Proceeds from long-term debt 22,368  2,729 
Debt issue costs —  (1,379)
Distributions to noncontrolling interests
 (1,488) (11,556)
Contributions from noncontrolling interests
 544  288 
Net cash (used in) provided by financing activities 21,424  (9,918)
Net increase (decrease) in cash, cash equivalents, and restricted cash (4,386) 4,498 
Cash, cash equivalents and restricted cash at beginning of year 105,361  149,935 
Cash, cash equivalents and restricted cash at end of the year $ 100,975  154,433 
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 1,320  $ 1,424 
Income taxes, federal
 (17) 1,930 
 Income taxes, state
 22  157 
Noncash accounts payable and accrued liabilities related to investment in properties
 5,710  963 
See accompanying notes.
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FRP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(In thousands, except share amounts) (Unaudited)
Common Stock Capital in
Excess of
Par Value		 Retained
Earnings		 Accum.
Other Comp-
rehensive
Income
(loss), net		 Total
Share
holders’
Equity		 Non-
Controlling
Interests		 Total
Equity
Shares Amount
Balance at March 31, 2026 19,170,275 $ 1,917  $ 71,730  $ 354,523  $ 8  $ 428,178  $ 26,219  $ 454,397 
Equity-based compensation
 — —  409  —  —  409  —  409 
Shares granted to Directors 28,026 3  597  —  —  600  —  600 
Net income (loss) — —  —  (259) —  (259) (85) (344)
Contributions from partner — —  —  —  —  —  414  414 
Distributions to partners — —  —  —  —  —  (667) (667)
Minimum pension liability,net — —  —  —  18  18  —  18 
Balance at June 30, 2026 19,198,301 $ 1,920  $ 72,736  $ 354,264  $ 26  $ 428,946  $ 25,881  $ 454,827 
Balance at December 31, 2025 19,109,541 $ 1,911  $ 71,368  $ 355,210  $ 24  $ 428,513  $ 27,144  $ 455,657 
Equity-based compensation
 — —  777  —  —  777  —  777 
Shares granted to Directors 28,026 3  597  —  —  600  600 
Restricted stock award 62,524 6  (6) —  —  —  —  — 
Net income (loss) — —  —  (946) —  (946) (319) (1,265)
Contributions from partner — —  —  —  —  —  544  544 
Distributions to partners — —  —  —  —  —  (1,488) (1,488)
Minimum pension liability,net — —  —  —  2  2  —  2 
Balance at June 30, 2026 19,198,301 $ 1,920  $ 72,736  $ 354,264  $ 26  $ 428,946  $ 25,881  $ 454,827 
Balance at March 31, 2025 19,087,334 $ 1,909  $ 69,237  $ 353,977  $ 47  $ 425,170  $ 35,326  $ 460,496 
Equity-based compensation
 — —  361  —  —  361  —  361 
Shares granted to Directors 21,900 2  598  —  —  600  —  600 
Net income (loss)
 — —  —  578  —  578  46  624 
Contributions from partner — —  —  —  —  —  160  160 
Distributions to partners — —  —  —  —  —  (820) (820)
Minimum pension liability, net — —  —  —  (7) (7) (7)
Balance at June 30, 2025 19,109,234 $ 1,911  $ 70,196  $ 354,555  $ 40  $ 426,702  $ 34,712  $ 461,414 
Balance at December 31, 2024 19,046,894 $ 1,905  $ 68,876  $ 352,267  $ 55  $ 423,103  $ 46,010  $ 469,113 
Equity-based compensation — —  726  —  —  726  —  726 
Shares granted to Directors 21,900 2  598  —  —  600  600 
Restricted stock award 40,440 4  (4) —  —  —  —  — 
Net income (loss)
 — —  —  2,288  —  2,288  (30) 2,258 
Contributions from partner — —  —  —  —  —  288  288 
Distributions to partners — —  —  —  —  —  (11,556) (11,556)
Minimum pension liability, net — —  —  —  (15) (15) —  (15)
Balance at June 30, 2025 19,109,234 $ 1,911  $ 70,196  $ 354,555  $ 40  $ 426,702  $ 34,712  $ 461,414 
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FRP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
(1) Description of Business and Basis of Presentation.

FRP Holdings, Inc. and its consolidated subsidiaries (collectively, the “Company” or “FRP”) is engaged in the real estate business, namely (i) leasing and management of industrial and commercial properties (the “Industrial and Commercial Segment”), (ii) leasing and management of mining royalty land owned by the Company (the “Mining Royalty Lands Segment”), (iii) real property acquisition, entitlement, development and construction primarily for apartment, retail, industrial, and office (the “Development Segment”), and (iv) management of mixed-use residential/retail properties owned through our joint ventures (the “Multifamily Segment”). Our investments in real estate partnerships not wholly owned by FRP which are conducted through limited liability corporations (“LLC”) are also referred to as joint ventures.
The accompanying consolidated financial statements include the accounts of FRP Holdings, Inc. inclusive of our wholly owned operating real estate subsidiaries, FRP Development Corp., Florida Rock Properties, Inc., and consolidated partnerships Riverfront Investment Partners I, LLC, Riverfront Investment Partners II, LLC, and Camp Lake Venture IA, LLC. Investments in real estate joint ventures not controlled by the Company are accounted for under the equity or cost method of accounting as appropriate (See Note 10). Our ownership of Riverfront Investment Partners I, LLC, Riverfront Investment Partners II, LLC, and Camp Lake Venture IA, LLC includes a noncontrolling interest representing the ownership of our partners. Our consolidated financial statements included a non-controlling interest for Lakeland Logistics Park Venture, LLC and Davie Logistics Park Venture, LLC from their formation in 2024 through October 21, 2025 when we purchased the noncontrolling interest from our partner. All significant intercompany balances and transactions are eliminated in the consolidated financial statements. Certain items in the 2025 financial statements have been reclassified for comparability purposes with the 2026 financials. These reclassifications had no effect on previously reported net income or equity.
These financial 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 six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The accompanying consolidated financial statements and the information included under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the Company's consolidated financial statements and related notes included in the Company’s Form 10-K for the year ended December 31, 2025.

The Company’s effective tax rate differs from the 21% Federal statutory rate primarily as a result of state income taxes, net of the Federal benefit. No material discrete items were recognized in either period.
(2) Recently Issued Accounting Standards.

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


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(3) Business Segments.
Our Chief Executive Officer, as chief operating decision maker or 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 ten warehouses in three business parks, an office building partially occupied by the Company, and two ground leases all wholly owned by the Company. This segment will also include joint ventures of commercial properties when they reach lease-up stabilization.

Our Mining Royalty Lands Segment owns several properties totaling approximately 16,640 acres currently under lease for mining rents or royalties (this does not include the 4,280 acres owned 50/50 in our Brooksville joint venture with Vulcan Materials). Other than one location in Virginia, all of these properties are located in Florida and Georgia.

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

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

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

Operating results and certain other financial data for the Company’s business segments are as follows (in thousands):
Three Months ended Six Months ended
June 30, June 30,
2026 2025 2026 2025
Revenues:
Industrial and commercial $ 983  1,374  $ 2,183  2,721 
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Mining royalty lands 4,066  3,609  7,783  6,843 
Development 595  300  1,077  601 
Multifamily 5,439  5,567  10,634  10,991 
$ 11,083  10,850  $ 21,677  21,156 
Operating profit (loss):
Before general and administrative expenses:
Industrial and commercial $ (3) 443  $ 178  1,086 
Mining royalty lands 3,679  3,340  7,076  6,305 
Development 287  (698) 454  (613)
Multifamily 1,183  1,457  2,035  2,666 
Operating profit before G&A 5,146  4,542  9,743  9,444 
Total general and administrative expenses 3,687  2,885  7,772  5,462 
$ 1,459  1,657  $ 1,971  3,982 
Depreciation, depletion and amortization:
Industrial and commercial $ 600  571  $ 1,166  962 
Mining royalty lands 271  177  497  355 
Development 43  43  86  86 
Multifamily 2,009  1,935  4,016  3,930 
$ 2,923  2,726  $ 5,765  5,333 
Operating expenses:
Industrial and commercial $ 259  230  $ 585  463 
Mining royalty lands 38  16  57  32 
Development 52  807  111  832 
Multifamily 1,623  1,527  3,349  3,112 
$ 1,972  2,580  $ 4,102  4,439 
Property taxes:
Industrial and commercial $ 127  130  $ 254  210 
Mining royalty lands 78  76  153  151 
Development 213  148  426  296 
Multifamily 624  648  1,234  1,283 
$ 1,042  1,002  $ 2,067  1,940 
Capital expenditures:
Industrial and commercial $ 226  38  $ 230  138 
Mining royalty lands 103  180  251  228 
Development 18,378  5,524  31,528  8,174 
Multifamily 135  319  257  621 
$ 18,842  6,061  $ 32,266  9,161 
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Identifiable net assets June 30,
2026		 December 31,
2025
Industrial and commercial $ 61,662  62,260 
Mining royalty lands 47,661  47,729 
Development 227,233  187,237 
Multifamily 321,441  329,303 
Cash items 100,975  105,361 
Unallocated corporate assets 3,341  3,255 
$ 762,313  735,145 
(4) Long-Term Debt.
The Company’s outstanding debt, net of unamortized debt issuance costs, consisted of the following (in thousands):
June 30,
2026		 December 31,
2025
Fixed rate mortgage loans, 3.03% interest only, matures 4/1/2033
 $ 180,070  180,070 
Variable rate construction/stabilization loans 25,256  13,888 
Unamortized debt issuance costs (1,708) (1,404)
Credit Agreement 11,000  — 
$ 214,618  192,554 
Unamortized debt issuance costs - undrawn loans included in Deferred costs in the Company's consolidated balance sheets
 $ 1,223  1,780 
The Company entered into the 2025 Amended and Restated Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A. (“Wells Fargo”), effective July 21, 2025. 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 June 30, 2026, there was $11,000,000 debt outstanding on this revolver, $410,000 outstanding under letters of credit and $38,590,000 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 on the outstanding borrowings was 5.87% on June 30, 2026. The Credit Agreement contains affirmative financial covenants and negative covenants, including a minimum tangible net worth. As of June 30, 2026, these covenants would have limited our ability to pay dividends to a maximum of $88.0 million combined.
On March 19, 2021, the Company refinanced Dock 79 and The Maren pursuant to separate Loan Agreements and Deed of Trust Notes entered into with Teachers Insurance and Annuity Association of America, LLC. Dock 79 and The Maren borrowed principal sums of $92,070,000 and $88,000,000 respectively, in connection with the refinancing. The loans are separately secured by the Dock 79 and The Maren real property and improvements, bear a fixed interest rate of 3.03% per annum, and require monthly payments of interest only with the principal due in full April 1, 2033. Either loan may be prepaid subsequent to April 1, 2024, subject to yield maintenance premiums. Either loan may be transferred to a qualified buyer as part of a one-time sale subject to a 60% loan to value, minimum of 7.5% debt yield and a 0.75% transfer fee.

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On March 7, 2025, the Lakeland partnership secured a $16.0 million loan with a floating rate equal to SOFR plus 2.75% from Seacoast National Bank. The applicable rate at June 30, 2026 was 6.36%. 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. The loan outstanding at June 30, 2026 was $5,188,000.

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 June 30, 2026 was 6.38%. It is a three-year construction/stabilization loan with a two-year conditional extension at SOFR plus 2.25%. The loan outstanding at June 30, 2026 was $20,068,000.

On July 23, 2025, the Camp Lake partnership secured a $33.0 million loan at SOFR plus 2.75% from Pinnacle Bank. It is a three-year construction/stabilization loan with two 1-year conditional extensions.
Debt cost amortization of $143,000 and $118,000 was recorded during the three months ended June 30, 2026 and 2025, respectively. Debt cost amortization of $252,000 and $183,000 was recorded during the six months ended June 30, 2026 and 2025, respectively. During the three months ended June 30, 2026 and 2025, the Company capitalized interest costs of $858,000 and $615,000, respectively. During the six months ended June 30, 2026 and 2025, the Company capitalized interest costs of $1,635,000 and $1,359,000, respectively.
The Company was in compliance with all debt covenants as of June 30, 2026.
(5) Earnings per Share.
The following details the computations of the basic and diluted earnings (loss) per common share (in thousands, except per share amounts):
Three Months ended Six Months ended
June 30, June 30,
2026 2025 2026 2025
Weighted average common shares outstanding
during the period – shares used for basic
earnings per common share		 19,035 18,966 19,026 18,957
Common shares issuable under share-based
payment plans which are potentially dilutive
 23 50 18 60
Common shares used for diluted
earnings per common share
 19,058 19,016 19,044 19,017
Net income (loss) attributable to the Company $ (259) 578 $ (946) 2,288
Earnings (loss) per common share:
 -basic $ (.01) .03 $ (.05) .12
 -diluted $ (.01) .03 $ (.05) .12
For the six months ended June 30, 2026 and June 30, 2025, the Company had 120,873 and 73,905 stock options outstanding, respectively, which were not used in the calculation above because the effect would have been anti-dilutive.
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(6) Stock-Based Compensation Plans.
The Company has two Equity Compensation Plans (the 2016 Equity Incentive Plan and its replacement, the 2026 Equity Incentive Plan) under which outstanding stock options, restricted stock, and stock awards were granted to directors, officers and key employees. The 2016 Equity Incentive Plan expired in 2026 with respect to any new awards. The 2026 Equity Incentive Plan permits the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, or stock awards. 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 under the 2026 Equity Incentive Plan was 1,458,807 at June 30, 2026.
On October 21, 2025, the Company completed the closing on its Purchase and Sales Agreement to acquire the business operations and development pipeline of Altman Logistics Properties, LLC, an operating platform of BBX Capital. The Company offered the hired Altman employees project profits interests grants that can be settled in Company stock at the Company’s discretion. These interests were valued by a 3rd party specialist at $796,000 of which $344,000 was earned prior to the acquisition and treated as goodwill on the consolidated balance sheets.
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 38.2%, risk-free interest rate of 2.2% 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 (loss) (in thousands):
Three Months ended Six Months ended
June 30, June 30,
2026 2025 2026 2025
Stock option grants $ 38  $ 38  $ 69  $ 77 
Restricted stock awards 362  323  654  649 
Profits interests grants
 9  —  54  — 
Annual director stock award 600  600  600  600 
$ 1,009  $ 961  $ 1,377  $ 1,326 
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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
Options		 Weighted
Average
Exercise
Price		 Weighted
Average
Remaining
Term (yrs)		 Weighted
Average
Grant Date
Fair Value(000's)
Outstanding at December 31, 2025 160,165 $ 25.52  4.7 $ 1,575 
Performance-based awards forfeited (5,466) 31.44  (67)
Outstanding at June 30, 2026 154,699 $ 25.31  4.1 $ 1,508 
Exercisable at June 30, 2026 108,438 $ 22.92  2.3 $ 933 
Vested during six months ended
June 30, 2026		 3,716 $ 46 
The aggregate intrinsic value of exercisable in-the-money options was $305,000 and the aggregate intrinsic value of outstanding in-the-money options was $305,000 based on the market closing price of $24.99 on June 30, 2026 less exercise prices.
The unrecognized compensation cost of options granted to FRP employees but not yet vested as of June 30, 2026 was $381,000, which is expected to be recognized over a weighted-average period of 2.7 years.
A summary of changes in restricted stock awards is presented below (in thousands, except share and per share amounts):
Restricted stock Number
Of
Shares		 Weighted
Average
Grant Date
Fair Value Per Share		 Weighted
Average
Remaining
Term (yrs)		 Weighted
Average
Grant Date
Fair Value(000's)
Non-vested at December 31, 2025 94,627 $ 29.73  2.7 $ 2,813 
Time-based awards granted 28,952 22.79  660 
Performance-based awards granted 33,572 22.79  765 
Performance-based awards forfeited (1,790) 31.44  (56)
Vested (5,551) 31.17  (173)
Non-vested at June 30, 2026 149,810 $ 26.76  2.9 $ 4,009 
Total unrecognized compensation cost of restricted stock granted but not yet vested as of June 30, 2026 was $3,001,000 which is expected to be recognized over a weighted-average period of 3.1 years.
(7) Contingencies.
The Company may be involved in litigation on a number of matters and is subject to certain claims which arise in the normal course of business. The Company has retained certain self-insurance risks with respect to losses for third party liability and property damage. In the opinion of management, none of these matters are expected
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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 June 30, 2026, there was $410,000 outstanding under letters of credit. The letters of credit were issued to guarantee certain obligations to state agencies related to real estate development.
The Company and MidAtlantic Realty Partners (MRP) provided a guaranty for the interest carry cost of the $110 million loan on the Bryant Street Partnerships issued in December 2023. The Company and MRP have a side agreement limiting the Company’s guarantee to its proportionate ownership. The value of the guarantee was calculated at $1.5 million based on the present value of our assumption of 0.8% interest savings over the anticipated 36-month term. This amount is included as part of the Company’s investment basis and is amortized to expense over the 36 months. The Company will evaluate the guarantee liability based upon the success of the project and assuming no payments are made under the guarantee, the Company would have a gain of $1.5 million when the loan is paid in full.
On October 21, 2025 in conjunction with the Altman Logistics platform acquisition, FRP Guaranty, LLC (wholly owned by the Company) provided repayment, construction completion, and cost overrun guarantees to the construction lenders at Lakeland, Davie, Delray, Hamilton and Parsippany and the joint venture partners at Delray, Hamilton and Parsippany. As of June 30, 2026, the maximum amount of future payments that FRP Guaranty, LLC could be required to make under its repayment guarantees is $25.0 million on aggregate joint venture indebtedness of $121.7 million. FRP Guaranty, LLC would be required to perform on the guarantees upon a default on a construction loan by a joint venture or to ensure the completion of the construction of a joint venture project. As of June 30, 2026, FRP Guaranty, LLC has been funded with $10.0 million in cash and cash equivalents. The Company believes that the fair values of these guarantees are minimal based on various factors, including the collateral values securing the loans, the status of the applicable development projects, and current expectations regarding the probability of payments being made pursuant to such guarantees.
In November 2023, the Central Florida Expressway Authority (CFX) used its eminent domain power to take title to approximately 27.6 acres from the southern boundary of a parcel of the Company’s approximately 1,196-acre Lake Louisa property that is leased to Cemex. As required by Florida law, CFX deposited $2,582,000 into the registry of the Court, representing CFX’s good faith estimate of the value of the condemned property. As the Company’s tenant, Cemex is claiming a portion of the funds ultimately paid by CFX as business damages. The Company is litigating with CFX over the value of the condemned property. The condemnation proceeding is not expected to impact the lease with Cemex. Management believes that the Company is entitled to compensation in excess of the carrying value of the property. Under the applicable accounting guidance, the Company has not recognized any gain related to this matter in the consolidated financial statements. The ultimate amount and timing of any gain will depend on the final settlement with CFX and Cemex. The Company will recognize the transactions in the period in which the compensation is realized or realizable.
(8) Concentrations.
The Mining Royalty Lands Segment has a total of five tenants currently leasing mining locations and one lessee that accounted for 26.4% of the Company’s consolidated revenues during the six months ended June 30, 2026, and $768,000 of accounts receivable at June 30, 2026. The termination of these lessees’ underlying leases could
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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 June 30, 2026, the carrying amount and fair value of such other long-term debt was $180,070,000 and $148,134,000, respectively. At December 31, 2025, the carrying amount and fair value of such other long-term debt was $180,070,000 and $148,736,000, respectively. These fair values were determined using Level 2 inputs.
(10) Investments in Joint Ventures.
The Company has investments in joint ventures, primarily with other real estate developers. Joint ventures where FRP is not the primary beneficiary are not consolidated and are reflected in the line “Investment in joint ventures” along with $1,016,000 in Other liabilities on the consolidated balance sheets as of June 30, 2026 and “Equity in loss of joint ventures” on the consolidated statement of income (loss). The assets of these joint ventures are restricted to use by the joint ventures and their obligations are non-recourse to FRP as to their principal balances and can only be settled by their assets.
The following table summarizes the Company’s investments in unconsolidated joint ventures (in thousands):
FRP
Ownership 		The Company's Total
Investment		 Total Assets of
The Partnership		 Profit (Loss)
Of the Partnership 		The
Company's
Share of Profit
(Loss) of the
Partnership
As of June 30, 2026
Brooksville Quarry, LLC 50.00 % $ 7,502  14,393  (50) (25)
BC FRP Realty, LLC 50.00 % 5,228  23,772  354  177 
Buzzard Point Sponsor, LLC 50.00 % 2,738  5,476  —  — 
Bryant Street Partnerships 72.10 % 56,628  182,630  (4,030) (3,155)
Industrial Partnerships 9.63 % 8,323  127,968  (1,618) (159)
Lending ventures 19,693  16,430  —  — 
Estero Partnership 16.00 % 11,580  90,216  —  — 
The Verge Partnership 61.37 % 32,838  120,187  (2,261) (1,388)
Greenville Partnerships 58.94 % 12,756  123,328  (1,211) (484)
Total $ 157,286  704,400  (8,816) (5,034)

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The major classes of assets, liabilities and equity of the Company’s Investments in unconsolidated Joint Ventures as of June 30, 2026 are summarized in the following two tables (in thousands):
As of June 30, 2026
Buzzard Point
Sponsor, LLC		 Bryant Street
Partnerships		 Estero
Partnership		 Verge
Partnership		 Greenville
Partnerships		 Total Multifamily
JV’s
Investments in real estate, net $ —  171,313  84,692  117,838  120,189  $ 494,032 
Cash and restricted cash —  3,298  5,289  1,704  2,897  13,188 
Unrealized rents & receivables —  6,983  235  592  84  7,894 
Deferred costs 5,476  1,036  0  53  158  6,723 
Total Assets $ 5,476  182,630  90,216  120,187  123,328  $ 521,837 
Secured notes payable $ —  108,414  8,235  68,626  91,330  $ 276,605 
Other liabilities —  2,555  7,112  1,635  8,676  19,978 
Capital – FRP 2,738  54,029  11,665  30,564  11,901  110,897 
Capital – Third Parties 2,738  17,632  63,204  19,362  11,421  114,357 
Total Liabilities and Capital $ 5,476  182,630  90,216  120,187  123,328  $ 521,837 
Industrial Partnerships Brooksville
Quarry, LLC		 BC FRP
Realty, LLC		 Lending
Ventures		 Multifamily
JV’s		 Grand
Total
Investments in real estate, net $ 126,452  14,347  21,705  16,430  494,032  $ 672,966 
Cash and restricted cash 1,449  41  1,363  —  13,188  16,041 
Unrealized rents & receivables —  —  539  —  7,894  8,433 
Deferred costs 67  5  165  —  6,723  6,960 
Total Assets $ 127,968  14,393  23,772  16,430  521,837  $ 704,400 
Secured notes payable $ 57,669  —  13,429  (3,263) 276,605  $ 344,440 
Other liabilities 4,948  43  249  —  19,978  25,218 
Capital – FRP 7,086  7,502  5,047  19,693  110,897  150,225 
Capital – Third Parties 58,265  6,848  5,047  —  114,357  184,517 
Total Liabilities and Capital $ 127,968  14,393  23,772  16,430  521,837  $ 704,400 
The Company’s capital recorded by the unconsolidated Joint Ventures is $7,061,000 less than the Investment in Joint Ventures reported in the Company’s consolidated balance sheet due primarily to capitalized interest.
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The major classes of assets, liabilities and equity of the Company’s Investments in Joint Ventures as of December 31, 2025 are summarized in the following two tables (in thousands):
As of December 31, 2025
Buzzard Point
Sponsor, LLC		 Bryant Street
Partnership		 Estero
Partnership		 Verge
Partnership		 Greenville
Partnership		 Total Multifamily
JV’s
Investments in real estate, net $ —  174,479  59,843  119,954  107,656  $ 461,932 
Cash and restricted cash —  3,643  7,406  1,728  3,109  15,886 
Unrealized rents & receivables —  6,783  235  374  92  7,484 
Deferred costs 5,138  1,284  —  138  201  6,761 
Total Assets $ 5,138  186,189  67,484  122,194  111,058  $ 492,063 
Secured notes payable $ —  108,760  8,235  68,498  81,865  $ 267,358 
Other liabilities —  2,363  3,331  1,509  4,660  11,863 
Capital – FRP 2,569  56,735  6,828  31,952  12,385  110,469 
Capital – Third Parties 2,569  18,331  49,090  20,235  12,148  102,373 
Total Liabilities and Capital $ 5,138  186,189  67,484  122,194  111,058  $ 492,063 
As of December 31, 2025
Industrial Partnerships Brooksville
Quarry, LLC		 BC FRP
Realty, LLC		 Lending
Ventures 		Multifamily
JV’s		 Grand
Total
Investments in real estate, net $ 119,215  14,350  21,539  11,318  461,932  $ 628,354 
Cash and restricted cash 760  53  1,347  —  15,886  18,046 
Unrealized rents & receivables —  —  548  —  7,484  8,032 
Deferred costs —  1  325  —  6,761  7,087 
Total Assets $ 119,975  $ 14,404  23,759  11,318  492,063  $ 661,519 
Secured notes payable $ 46,843  —  13,731  (3,484) 267,358  $ 324,448 
Other liabilities 6,163  —  288  —  11,863  18,314 
Capital – FRP 7,239  7,530  4,870  14,802  110,469  144,910 
Capital - Third Parties 59,730  6,874  4,870  —  102,373  173,847 
Total Liabilities and Capital $ 119,975  $ 14,404  23,759  11,318  492,063  $ 661,519 
The amount of consolidated retained earnings (accumulated deficit) for these joint ventures was $(41,329,000) and $(37,478,000) as of June 30, 2026 and December 31, 2025, respectively.
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The income statements of the Bryant Street Partnerships are as follows (in thousands):
Bryant Street
Partnerships
Total JV		 Bryant Street
Partnerships
Total JV		 Bryant Street
Partnerships
Company Share 		Bryant Street
Partnerships
Company Share
Six months ended Six months ended Six months ended Six months ended
June 30, June 30, June 30, June 30,
2026 2025 2026 2025
Lease revenue 7,826  8,185  5,641  5,900 
Depreciation and amortization 3,511  3,474  2,531  2,504 
Operating expenses 3,242  3,016  2,341  2,177 
Property taxes 601  667  432  480 
Cost of operations 7,354  7,157  5,304  5,161 
Total operating profit 472  1,028  337  739 
Interest expense (4,502) (4,465) (3,492) (3,465)
Net loss before tax $ (4,030) $ (3,437) $ (3,155) $ (2,726)
Interest expense for the six months ended June 30, 2026 and 2025 for the Company share includes $248,000 loan guarantee expense.
The income statements of the Greenville Partnerships are as follows (in thousands):
Greenville
Partnerships
Total JV		 Greenville
Partnerships
Total JV		 Greenville
Partnerships
Company Share 		Greenville
Partnerships
Company Share
Six months ended Six months ended Six months ended Six months ended
June 30, June 30, June 30, June 30,
2026 2025 2026 2025
Lease revenue 5,384  5,256  2,154  2,102 
Depreciation and amortization 1,758  1,757  703  703 
Operating expenses 1,438  1,406  576  562 
Property taxes 1,038  980  415  392 
Cost of operations 4,234  4,143  1,694  1,657 
Total operating profit 1,150  1,113  460  445 
Interest expense (2,361) (2,612) (944) (1,045)
Net loss before tax $ (1,211) $ (1,499) $ (484) $ (600)
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The income statements of The Verge Partnership are as follows (in thousands):
The Verge
Partnership
Total JV		 The Verge
Partnership
Total JV		 The Verge
Partnership
Company Share 		The Verge
Partnership
Company Share
Six months ended Six months ended Six months ended Six months ended
June 30, June 30, June 30, June 30,
2026 2025 2026 2025
Lease revenue 4,281  4,535  2,627  2,783 
Depreciation and amortization 2,118  2,137  1,300  1,312 
Operating expenses 1,560  1,510  957  926 
Property taxes 679  663  417  407 
Cost of operations 4,357  4,310  2,674  2,645 
Total operating profit/(loss) (76) 225  (47) 138 
Interest expense (2,185) (2,209) (1,341) (1,355)
Net loss before tax $ (2,261) $ (1,984) $ (1,388) $ (1,217)

(11) Subsequent Events.
None.
















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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis addresses material changes in the financial condition and results of operations of the Company for the periods presented. This discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q (“Form 10-Q”), as well as the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 15, 2026 (the “2025 Annual Report”). Unless the context otherwise requires, “the Company,” “FRP,” “we,” “us,” “our,” and “ours” refer to FRP Holdings, Inc. and its subsidiaries.
Executive Overview - FRP Holdings, Inc. is a real estate development, asset management and operating company business. Our properties are located in the Mid-Atlantic and southeastern United States and consist of:
Residential apartments and retail spaces in Washington, D.C. and Greenville, SC;
Warehouse or office properties in Maryland and Florida either existing or under development;
Mining royalty lands, some of which will have second lives as development properties;
Mixed use properties under development in Washington, D.C., Greenville, SC and Florida; and
Properties held for sale.
We believe our present capital structure, liquidity and land provide us with years of opportunities to increase recurring revenue and long-term value for our shareholders. We intend to focus on our core business activity of real estate development, asset management and operations. We are developing a broad range of asset types that we believe will provide acceptable rates of return, grow recurring revenues and support future business. Capital commitments will be funded with operational cash flow from existing assets, existing cash, owned-land, partner capital and financing arrangements. Timing of projects may be subject to delays caused by factors beyond our control.
Non-GAAP Financial Measures
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). 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 these non-GAAP financial measures to their most directly comparable GAAP financial measure.
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 June 30, 2026, the Multifamily segment included six stabilized joint ventures which own and manage apartment buildings and any associated retail. These assets create revenue and cash flows through tenant rental payments and reimbursements for building operating costs. The Company’s residential units typically lease for 12 – 15-month lease terms. If no notice to move out or renew is made, then the leases go month-to-month until
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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 June 30, 2026, the Industrial and Commercial Segment includes five commercial properties owned by the Company in fee simple as follows:
1)34 Loveton Circle in suburban Baltimore County, MD consists of one office building totaling 33,708 square feet which is 59.3% occupied (25% of the space is occupied by the Company for use as our Baltimore headquarters). The property is subject to commercial leases with various tenants.
2)155 E. 21st Street in Duval County, FL was formerly a building property (now a vacant parcel) that remained under lease through March 31, 2026. The lease expired April 1, 2026 and this parcel has minimal value.
3)Cranberry Run Business Park in Harford County, MD consists of five industrial buildings totaling 267,737 square feet which are 49.0% leased and 43.4% occupied. The property is subject to commercial leases with various tenants.
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4)Hollander 95 Business Park in Baltimore City, MD consists of three industrial buildings totaling 247,340 square feet and two ground leases that are 100.0% leased and occupied.
5)755 Chelsea Road in Harford County, MD is a 258,279 square foot speculative industrial building. Our Development segment completed construction and it moved to this segment as of April 1, 2025.
Management focuses on several factors to measure our success on a comparative basis in this segment. The major factors we focus on are (1) net operating income growth, (2) growth in occupancy, (3) average annual occupancy rate (defined as the occupied square feet at the end of each month during a fiscal year divided by the number of months to date in that fiscal year as a percentage of the average number of square feet in the portfolio over that same time period), (4) tenant retention success rate (as a percentage of total square feet to be renewed), (5) building and refurbishing assets to meet Class A and Class B institutional grade classifications, and (6) reducing complexities and deferred capital expenditures to maximize sale price.
Mining Royalty Lands Segment.
Our Mining Royalty Lands segment owns several properties comprising approximately 16,640 acres currently under lease for mining rents or royalties (excluding the 4,280 acres owned by our Brooksville joint venture with Vulcan Materials). Other than one location in Virginia, all of these properties are located in Florida and Georgia. The Company leases land under long-term leases that grant the lessee the right to mine and sell sand and stone deposits from our property in exchange for royalty payments. A typical lease has an option to extend the lease for additional terms. The typical lease in this segment requires the tenant to pay us a royalty based on the number of tons of mined materials sold from our property during a given fiscal year multiplied by a percentage of the average annual sales price per ton sold. As a result of this royalty payment structure, we do not bear the cost risks associated with the mining operations, however, we are subject to the cyclical nature of the construction markets in these states as both volumes and prices tend to fluctuate through those cycles. In certain locations, typically where the sand and stone deposits on our property have been depleted but the tenant still has a need for the leased land, we collect a minimum annual rental amount. In the year ended December 31, 2025 and six months ending June 30, 2026, royalty tons sold were 9.04 million and 4.9 million, respectively.

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, Quikrete and The Concrete Company.

Additionally, these locations provide us with opportunities for valuable “second lives” for these assets through proper land planning and entitlement.
Significant “Second life” Mining Lands:
Location Acreage Status
Brooksville, FL 4,280 +/- Development of Regional Impact and County Land Use and Master Zoning in place for 5,800 residential unit, mixed-use development
Ft. Myers, FL 1,907 +/- Seeking to rezone and obtain entitlements to allow residential development of 497 units following mining operations and the extension of Alico Road
Total 6,187 +/-
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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 June 30, 2026, this segment owned the following future development parcels:
1)54 acres of land that will be capable of supporting up to 635,000 square feet of industrial product located at 1001 Old Philadelphia Road in Aberdeen, MD (Crouse land adjacent to Cranberry Business Park).

2)170 acres of land located at 765 Mechanics Valley Road in Cecil County, MD that can accommodate 900,000 square feet of industrial development.
Development Segment – Land Held for Development or Sale.

At June 30, 2026, this segment was invested in the following development parcels:

1)Riverfront on the Anacostia: The Riverfront on the Anacostia property is a 5.8-acre parcel of real estate in Washington, D.C. that fronts the Anacostia River and is adjacent to the Washington Nationals Baseball Park. A revised Planned Unit Development (PUD) plan was approved in 2012 and permitted the Company to develop, in four phases, a four-building, mixed-use project, containing approximately 1,161,050 square feet. The approved development includes numerous publicly accessible open spaces and a waterfront esplanade along the Anacostia River. Phase I and II (Dock 79 & The Maren) are in the multifamily segment. The final two phases, Phase III and Phase IV obtained second-stage PUD approval on October 10, 2025, permitting approximately 602,553 square feet of apartments (~590 units) with first floor retail. The PUD requires Phase IV construction to commence within 3 years and commencing Phase III construction within 3 years after obtaining the Phase IV certificate of occupancy. Phase IV under entitlement consisting of 281 units and 6,000 sq ft of ground-floor retail. The net book value of this property is $9.9 million.

2)Square 664E: The Company’s Square 664E property is approximately two acres situated on the Anacostia River at the base of South Capitol Street less than half a mile down river from our Riverfront on the Anacostia property. This property is currently under lease to Vulcan Materials for use as a concrete batch plant through 2026. In March 2017, reconstruction of the bulkhead was completed at a cost of $4.2 million in anticipation of future high-rise development. The net book value of this property is $7.0 million.

3)Hampstead Trade Center: The Hampstead Trade Center property in Carroll County, MD is a 118-acre parcel located adjacent to the State Route 30 bypass. The parcel was previously zoned for industrial use, but our request for rezoning for residential use was approved in December 2018. Management believes
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this to be a higher and better use of the property. We are fully engaged in the formal process of seeking PUD entitlements for this tract, which is now known as “Hampstead Overlook”. This property is classified as Real estate held for investment, at cost on the balance sheet.

4)Windlass Run: In March 2016, the Company entered into an agreement with St. Johns Properties Inc., a Baltimore development company, to jointly develop the remaining lands of our Windlass Run Business Park, located in Middle River, MD, into a multi-building business park consisting of approximately 329,000 square feet of single-story office and retail space. The project will take place in several phases. Construction of the first phase, which includes two office buildings and two retail buildings totaling 100,030-square-feet (inclusive of 27,950 retail), commenced in the fourth quarter of 2017 and was completed in January 2019. At June 30, 2026 Phase I was 87.2% leased and occupied. In 2024, the partnership agreed to spend up to $1.0 million dollars to amend and modify 218,620 square feet of office and retail development for 153 for rent residential units, up to four (4) one-acre retail lots for ground lease opportunities, and maintain the flexibility to construct a single-story office building totaling 21,760 square feet.

5)Aberdeen Overlook: In October 2021, the Company entered into a loan agreement with CBR Aberdeen, LLC for $31.1 million in exchange for an interest rate of 10% and a 20% preferred return after which the Company is also entitled to a portion of proceeds from sales from a residential land development in Harford County, MD.

6)Estero: In August 2022, the Company invested $3.6 million for a 16% interest in a joint venture with Woodfield Development to purchase and develop 46 acres in Estero, FL into a mixed-use project with 596 multifamily units, 60,000 square feet of commercial space, 20,000 square feet of office space and a boutique 170-key hotel. While the joint venture rezoned the property, the Company received a preferred return of 8% with an option to roll its investment into equity in the vertical development or exit at that point. On September 12, 2025, we secured construction financing for the first phase (296 multifamily units and 28,745 square feet of retail) and agreed to invest $7.7 million to maintain our 16% interest.

7)Buzzard Point: In November 2022, the Company entered into a contribution agreement with MRP and Steuart Investment Company (SIC) regarding potential development of an estimated 1,200 multifamily units in four phases on land owned by SIC. The Company entered into a separate agreement with MRP to perform pre-development obligations for the contribution agreement. The Company owns 50% of the partnership with MRP.

8)Woven: In August 2023, the Company entered into an agreement with Woodfield Development for the acquisition and development our third multifamily project in Greenville, SC. On May 30, 2025, we secured construction financing for the $87.8M project with 214 units and 13,500 square feet of ground floor retail that is eligible to receive South Carolina Textile Rehabilitation Credits upon substantial completion and received Special Source Credits equal to 50% of the real estate taxes for a period of 20 years. The project broke ground during the 3rd quarter of 2025 and substantial completion of the project is expected in late 2027.

9)We entered into two new joint venture agreements in early 2024 with Altman Logistics. The first joint venture is a 201,420 square-foot warehouse development project in Lakeland, FL, and the second joint venture is a two building 183,215 square-foot warehouse redevelopment project in Broward County, FL. We closed on both construction loans in March, 2025 and construction commenced in the second quarter of 2025. Substantial completion of both projects is expected in the third quarter of 2026. On October 21, 2025 we purchased the interests of Altman Logistics in these two joint ventures and now own 100% of both of these projects.

10)Camp Lake: On July 23, 2025, we entered into a joint venture agreement with Strategic Real Estate Partners (“SREP”), a private real estate development firm which specializes in industrial real estate development, to develop 377,892 square feet in two warehouses in Lake County, Florida near Orlando,
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with options for investment in additional industrial warehouses on adjacent properties in the future. Substantial completion of the first warehouse is expected in the first quarter of 2027.

11)Altman Logistics business acquisition: On October 21, 2025, the Company completed the closing on its Purchase and Sales Agreement to acquire the business operations and development pipeline of Altman Logistics Properties, LLC, an operating platform of BBX Capital. The following table details the projects purchased and the square feet (SF) of the warehouses:

City Street Address 36’ Clear Height SF Ownership Acquired
Status
Delray Beach, FL 14130 S State Rd. 7 199,476 10%(1) Completed Q1 2026
Delray Beach, FL 14130 S State Rd. 7 392,976 10% (1) Land for 2 warehouses
Hamilton, NJ 600 Horizon Dr. 170,800 8.5% (1) Completed Q2 2026
Parsippany, NJ 8 Lanidex Plaza W. 140,031 10% (1) Substantial completion Q2 2026
Southwest Ranches, FL
SW 202nd Ave. & Sheridan St.
335,617 100% Land acquired July 2026
(1) General Partner investment, distributions will be based upon waterfall model.


Equity Method Investments.
Joint ventures where FRP is not the primary beneficiary (including those in the Multifamily Segment) are not consolidated and are reflected in the line “Investment in joint ventures” on the balance sheet and “Equity in loss of joint ventures” on the income statement. The following table summarizes the Company’s investments in unconsolidated joint ventures (in thousands):

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FRP
Ownership		 The Company's Total
Investment in Partnership		 The Company's Share of Assets of
the Partnership		 The Company's Share of Debt of
the Partnership		 The
Company's
Share of Profit
(Loss) of the
Partnership
As of June 30, 2026
Brooksville Quarry, LLC 50.00  % $ 7,502  7,197  —  (25)
BC FRP Realty, LLC 50.00  % 5,228  11,886  6,715  177 
Buzzard Point Sponsor, LLC 50.00  % 2,738  2,738  —  — 
Bryant Street Partnerships 72.10  % 56,628  131,676  78,166  (3,155)
Lending ventures —  % 19,693  —  —  — 
Industrial partnerships 9.63  % 8,323  12,321  5,552  (159)
Greenville Woven 64.85  % 12,177  23,240  7,193  — 
Estero Partnership 16.00  % 11,580  14,435  1,318  — 
The Verge Partnership 61.37  % 32,838  73,759  42,116  (1,388)
Greenville Partnerships 40.00  % 579  34,997  32,096  (484)
Total $ 157,286  312,249  173,156  (5,034)

The major classes of assets, liabilities and equity of the Company’s unconsolidated joint ventures as of June 30, 2026 are summarized in the following two tables (in thousands):
As of June 30, 2026
Buzzard Point
Sponsor, LLC		 Bryant Street
Partnerships		 Estero
Partnership		 Verge
Partnership		 Greenville
Partnerships		 Total Multifamily
JV’s
Investments in real estate, net $ 0  171,313  84,692  117,838  120,189  $ 494,032 
Cash and restricted cash 0  3,298  5,289  1,704  2,897  13,188 
Unrealized rents & receivables 0  6,983  235  592  84  7,894 
Deferred costs 5,476  1,036  0  53  158  6,723 
Total Assets $ 5,476  182,630  90,216  120,187  123,328  $ 521,837 
Secured notes payable $ 0  108,414  8,235  68,626  91,330  $ 276,605 
Other liabilities 0  2,555  7,112  1,635  8,676  19,978 
Capital – FRP 2,738  54,029  11,665  30,564  11,901  110,897 
Capital – Third Parties 2,738  17,632  63,204  19,362  11,421  114,357 
Total Liabilities and Capital $ 5,476  182,630  90,216  120,187  123,328  $ 521,837 
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Industrial Partnerships Brooksville
Quarry, LLC		 BC FRP
Realty, LLC		 Lending
Ventures		 Multifamily
JV’s		 Grand
Total
Investments in real estate, net $ 126,452  14,347  21,705  16,430  494,032  $ 672,966 
Cash and restricted cash 1,449  41  1,363  0  13,188  16,041 
Unrealized rents & receivables 0  0  539  0  7,894  8,433 
Deferred costs 67  5  165  0  6,723  6,960 
Total Assets $ 127,968  14,393  23,772  16,430  521,837  $ 704,400 
Secured notes payable $ 57,669  0  13,429  (3,263) 276,605  $ 344,440 
Other liabilities 4,948  43  249  0  19,978  25,218 
Capital – FRP 7,086  7,502  5,047  19,693  110,897  150,225 
Capital – Third Parties 58,265  6,848  5,047  0  114,357  184,517 
Total Liabilities and Capital $ 127,968  14,393  23,772  16,430  521,837  $ 704,400 

The following table presents the calculation of the Company's pro rata share of certain balance sheet items by segment as of June 30, 2026:

Pro rata balance sheet (in thousands) Multifamily Industrial and Commercial Mining Royalty Lands Development Corporate Total
Consolidated assets $ 321,441  61,662  47,661  227,233  104,316  $ 762,313 
Investments in unconsolidated joint ventures (90,045) —  (7,502) (59,739) —  (157,286)
Company's share of assets in unconsolidated joint ventures 240,432  —  7,197  64,620  —  312,249 
Noncontrolling interest in consolidated assets (104,517) —  —  (1,546) (1,645) (107,708)
Pro rata assets $ 367,311  61,662  47,356  230,568  102,671  $ 809,568 
Consolidated secured notes payable 179,075  —  —  24,543  11,000  214,618 
Company's share of debt in unconsolidated joint ventures 152,378  —  —  20,778  —  173,156 
Noncontrolling interest in consolidated debt (81,440) —  —  —  —  (81,440)
Pro rata debt $ 250,013  —  —  45,321  11,000  $ 306,334 
Pro rata assets less debt $ 117,298  61,662  47,356  185,247  91,671  $ 503,234 
Deferred income taxes (66,900)
Other liabilities and noncontrolling interest adjustment (7,388)
Consolidated shareholder's equity $ 428,946 

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Second Quarter Financial Highlights
•Net loss attributable to the Company of ($0.3) million vs $0.6 million net income primarily due to $0.8 million increase in G&A, $1.1 million lower interest income, and lower occupancy in our Multifamily and Industrial segments.
•3% decrease in pro rata NOI ($9.4 million vs $9.7 million) driven by lower occupancy in the Multifamily and Industrial and Commercial segments, partially offset by strong Mining Royalty Lands performance.
•9% decrease in the Multifamily segment’s pro rata NOI primarily due to lower occupancy, higher rent concessions, bad debts, and operating expenses at our DC assets.
•39% decrease in Industrial and Commercial segment NOI primarily due to vacancies from an eviction of one tenant and lease expirations.
•12% increase in Mining Royalty Lands segment NOI driven by a 6.8% rise in royalty tons and a 5.4% increase in royalty revenue per ton.


Executive Summary and Analysis

Second quarter results continued to reflect the occupancy pressure we flagged exiting last year across our DC multifamily assets and the Maryland industrial portfolio, alongside higher G&A tied to the Altman integration. Mining royalties again posted double-digit NOI growth, and our development pipeline continues to advance, with the Hamilton and Parsippany, New Jersey merchant build projects reaching substantial completion this quarter. Same-store leasing is the single most important lever we have to improve the company's performance — it has the most immediate impact and requires very little capital relative to development. To say it is management’s top priority understates the extent to which our day-to-day revolves around it. The activity and engagement with potential tenants remains high, especially compared to last year. While that did not translate into signed leases this quarter, we believe that if we focus on what we can control and execute, the results we are looking for will come. Our priorities remain unchanged: lease the Maryland industrial portfolio, stabilize occupancy across the DC multifamily assets, and deliver our active development projects on schedule.

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Comparative Results of Operations for the three months ended June 30, 2026 and 2025
Consolidated Results
(dollars in thousands)
Three Months Ended June 30,
2026 2025 Change %
Revenues:
Lease revenue $ 6,823  7,241  $ (418) -5.8 %
Mining royalty and rents 4,066  3,609  457  12.7 %
Joint venture management fee revenue 194  —  194 
Total revenues 11,083  10,850  233  2.1 %
Cost of operations:
Depreciation, depletion and amortization 2,923  2,726  197  7.2 %
Operating expenses 1,972  2,580  (608) -23.6 %
Property taxes 1,042  1,002  40  4.0 %
General and administrative 3,687  2,885  802  27.8 %
Total cost of operations 9,624  9,193  431  4.7 %
Total operating profit 1,459  1,657  (198) -11.9 %
Investment income 1,237  2,348  (1,111) -47.3 %
Interest expense (701) (824) 123  -14.9 %
Equity in loss of joint ventures (2,419) (2,379) (40) 1.7 %
Income before income taxes (424) 802  (1,226) -152.9 %
Provision for income taxes (80) 178  (258) -144.9 %
Net income (loss) (344) 624  (968) -155.1 %
Income (loss) attributable to noncontrolling interest (85) 46  (131) -284.8 %
Net income (loss) attributable to the Company $ (259) 578  $ (837) -144.8 %

Net loss attributable to the Company for the second quarter of 2026 was $(259,000) or $(.01) per share versus income of $578,000 or $.03 per share in the same period last year. Pro rata NOI for the second quarter of 2026 was $9,371,000 versus $9,688,000 in the same period last year. The second quarter of 2026 was impacted by the following items:
•Operating profit decreased $198,000 or 12%. The consolidated portion of the Multifamily segment (Dock/Maren) decreased $274,000 due to lower occupancy, rent concessions, and higher operating costs. The Industrial and Commercial segment operating profit declined $446,000 due mainly to lease expirations. Mining Royalty Land's segment operating profit increased $339,000 due to higher royalty tons and revenues less related depletion. Development segment operating profit increased $985,000 due to joint venture management fee revenues ($195,000), and the prior year including Altman acquisition expenses ($713,000), partially offset by less capitalized real estate taxes ($65,000). General &
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administrative costs increased $802,000 due to higher personnel costs ($901,000, primarily Altman acquisition related), increased legal fees related to replacing our equity incentive plan, the acquisition, and other one-time events ($111,000), higher acquisition-related IT and other professional fees ($94,000), partially offset by increased labor capitalization ($328,000).
•Net investment income decreased $1,111,000 because of reduced earnings on cash equivalents ($619,000) due to lower balances and interest rates and lower income from our lending ventures ($492,000) on smaller loan balances outstanding and fewer residential lots sold.
•Interest expense decreased $123,000 compared to the same period last year as we capitalized $243,000 more interest partially offset by the interest expense on our Wells Fargo Credit Agreement. 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 was an unfavorable $40,000 due to losses at recently completed industrial properties ($119,000), mostly offset by improved results at other joint venture properties.
•Pro rata NOI decreased $317,000 driven by declines in the Multifamily segment ($421,000), and Industrial segment ($394,000), partially offset by increases in Mining Royalty segment ($453,000) and Development segment ($45,000).

Multifamily Segment (Pro rata consolidated and pro rata unconsolidated)
Three months ended June 30, 2026
(dollars in thousands) 2026 % 2025 % Change %
Lease revenue $ 8,204  100.0 % 8,467  100.0 % (263) -3.1 %
Depreciation and amortization 3,360  41.0 % 3,386  40.0 % (26) -.8 %
Operating expenses 2,753  33.6 % 2,691  31.8 % 62  2.3 %
Property taxes 986  12.0 % 1,008  11.9 % (22) -2.2 %
Cost of operations 7,099  86.5 % 7,085  83.7 % 14  .2 %
Operating profit before G&A $ 1,105  13.5 % 1,382  16.3 % (277) -20.0 %
Depreciation and amortization 3,360  3,386  (26)
Unrealized rents & other (149) (31) (118)
Net operating income $ 4,316  52.6 % 4,737  55.9 % (421) -8.9 %
The combined consolidated and unconsolidated pro rata net operating income this quarter for this segment was $4,316,000, down $421,000 or 9% compared to $4,737,000 in the same quarter last year. Most of this decrease was due to lower occupancy, higher rent concessions, bad debts, and operating expenses at our DC assets.
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Apartment Building Units
Pro rata NOI
Q2 2026
Pro rata NOI
Q2 2025
Avg. Occupancy Q2 2026
Avg. Occupancy Q2 2025
Renewal Success Rate Q2 2026
Renewal % increase Q2 2026
Dock 79 Anacostia DC 305 $856,000 $995,000 93.3 % 95.5 % 71.4 % 2.9 %
Maren Anacostia DC 264 $836,000 $890,000 94.5 % 93.6 % 71.1 % 5.0 %
Riverside Greenville 200 $233,000 $215,000 97.2 % 92.9 % 64.6 % — %
Bryant Street DC 487 $1,414,000 $1,542,000 92.2 % 94.6 % 53.0 % 1.5 %
.408 Jackson Greenville 227 $356,000 $362,000 94.9 % 94.3 % 51.0 % 1.8 %
Verge Anacostia DC 344 $621,000 $733,000 90.1 % 93.3 % 68.9 % 0.9 %
Multifamily Segment 1,827 $4,316,000 $4,737,000 93.2 % 94.1 %

Multifamily Segment (Consolidated - Dock 79 & The Maren)
Three months ended June 30, 2026
(dollars in thousands) 2026 % 2025 % Change %
Lease revenue $ 5,439  100.0 % 5,567  100.0 % (128) -2.3 %
Depreciation and amortization 2,009  36.9 % 1,935  34.8 % 74  3.8 %
Operating expenses 1,623  29.8 % 1,527  27.4 % 96  6.3 %
Property taxes 624  11.5 % 648  11.6 % (24) -3.7 %
Cost of operations 4,256  78.2 % 4,110  73.8 % 146  3.6 %
Operating profit before G&A $ 1,183  21.8 % 1,457  26.2 % (274) -18.8 %

Total revenues for our two consolidated joint ventures (Dock 79/Maren) were $5,439,000, a decrease of $128,000 versus $5,567,000 in the same period last year primarily due to lower occupancy and higher rent concessions. Total operating profit before G&A for the consolidated joint ventures was $1,183,000, a decrease of $274,000, or 19% versus $1,457,000 in the same period last year primarily due to lower revenues along with higher operating costs and recent capital improvements depreciation.

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 June 30, 2026
(dollars in thousands) 2026 % 2025 % Change %
Lease revenue $ 5,241  100.0 % 5,436  100.0 % (195) -3.6 %
Depreciation and amortization 2,258  43.1 % 2,325  42.8 % (67) -2.9 %
Operating expenses 1,900  36.3 % 1,886  34.7 % 14  .7 %
Property taxes 646  12.3 % 654  12.0 % (8) -1.2 %
Cost of operations 4,804  91.7 % 4,865  89.5 % (61) -1.3 %
Operating profit before G&A $ 437  8.3 % 571  10.5 % (134) -23.5 %
For our four unconsolidated joint ventures, pro rata revenues were $5,241,000, a decrease of $195,000 or 4% compared to $5,436,000 in the same period last year. Pro rata operating profit before G&A was $437,000, a decrease of $134,000 or 23% versus $571,000 in the same period last year. The decrease was primarily due to lower occupancy, higher bad debts, and increased costs at Bryant Street and The Verge.
Industrial and Commercial Segment
Three months ended June 30, 2026
(dollars in thousands) 2026 % 2025 % Change %
Lease revenue $ 983  100.0 % 1,374  100.0 % (391) (28.5 %)
Depreciation and amortization 600  61.1 % 571  41.6 % 29  5.1 %
Operating expenses 259  26.3 % 230  16.7 % 29  12.6 %
Property taxes 127  12.9 % 130  9.5 % (3) (2.3 %)
Cost of operations 986  100.3 % 931  67.8 % 55  5.9 %
Operating profit before G&A $ (3) (0.3 %) 443  32.2 % (446) (100.7 %)
Depreciation and amortization 600  571  29 
Unrealized revenues 19  (4) 23 
Net operating income $ 616  62.7 % $ 1,010  73.5 % $ (394) (39.0 %)
We have ten buildings in service at four different locations totaling 773,356 square feet of industrial (includes 258,279 square foot Chelsea building completed April 1, 2025) and 33,708 square feet of office of which 49.4% was leased and 47.5% was occupied at June 30, 2026. Excluding Chelsea (100% vacant), these assets were 69.9% leased and occupied during the quarter compared to 77.9% leased and occupied during the same quarter last year primarily due to lease expirations. Total revenues in this segment were $983,000, down $391,000 or 28%, over the same period last year. Operating loss before G&A was $3,000, down $446,000 or 101% over the profit in the same quarter last year due to the lower occupancy and higher operating costs primarily related to a real estate tax appeal and leasing activity. Net operating income in this segment was $616,000, down $394,000 or 39% compared to the same quarter last year.
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Mining Royalty Lands Segment Results
Three months ended June 30, 2026
(dollars in thousands) 2026 % 2025 % Change %
Mining royalty and rent revenue $ 4,066  100.0 % 3,609  100.0 % 457  12.7 %
Depreciation, depletion and amortization 271  6.7 % 177  5.0 % 94  53.1 %
Operating expenses 38  0.9 % 16  0.4 % 22  137.5 %
Property taxes 78  1.9 % 76  2.1 % 2  2.6 %
Cost of operations 387  9.5 % 269  7.5 % 118  43.9 %
Operating profit before G&A $ 3,679  90.5 % 3,340  92.5 % 339  10.1 %
Depreciation and amortization 271  177  94 
Unrealized revenues 168  148  20 
Net operating income $ 4,118  101.3 % $ 3,665  101.6 % $ 453  12.4 %
Total revenues in this segment were $4,066,000, an increase of $457,000 or 13% versus $3,609,000 in the same period last year. Royalty tons were up 6.8% over the same period last year. Royalty revenue per ton increased 5.4% over the same period last year. Total operating profit before G&A in this segment was $3,679,000, an increase of $339,000 versus $3,340,000 in the same period last year. Net operating income was $4,118,000, up $453,000 or 12% compared to the same quarter last year.

Development Segment Results
Three months ended June 30, 2026
(dollars in thousands) 2026 2025 Change
Lease revenue $ 400  300  100 
Joint venture management fee revenue 195  —  195 
Total revenues 595  300  295 
Depreciation, depletion and amortization 43  43  — 
Operating expenses 52  807  (755)
Property taxes 213  148  65 
Cost of operations 308  998  (690)
Operating profit before G&A $ 287  (698) 985 
                                                    

Joint venture management fee revenues primarily represent fees earned from the Company's three minority ownership warehouse projects acquired October 21, 2025. The prior year operating expenses included $713,000
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of Altman acquisition expenses. Property taxes increased because Phase III at Riverfront received second-stage PUD approval on October 10, 2025 and is not currently in development; accordingly, carrying costs are now being expensed rather than capitalized.

With respect to ongoing Development Segment projects:

▪We are the principal capital source to develop 344 residential lots on 110 acres in Harford County, MD. We have funded $28.7 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. Cumulatively as of June 30, 2026, 248 lots have been sold for $32.5 million of which $7.4 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 third quarter of 2026. On October 21, 2025 we purchased the interests of Altman Logistics and now 100% of these two assets.

▪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 $87.8 million 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 of 2025 and substantial completion of the project is expected in late 2027.

▪On July 23, 2025, we entered into a joint venture agreement with Strategic Real Estate Partners (“SREP”), a private real estate development firm which specializes in industrial real estate development, to develop 377,892 square feet in two warehouses in Lake County, Florida near Orlando, with options for investment in additional industrial warehouses on adjacent properties in the future. Substantial completion of the first warehouse is expected in the first quarter of 2027.

▪On September 12, 2025, we secured construction financing for the first phase (296 multifamily units and 28,745 square feet of retail) of our Estero joint venture with Woodfield Development, located between Naples and Ft. Myers. Substantial completion is expected late 2027.

▪On October 21, 2025, the Company completed the closing on its Purchase and Sales Agreement to acquire the business operations and development pipeline of Altman Logistics Properties, LLC, an operating platform of BBX Capital. In conjunction with the acquisition, the Company hired six of Altman Logistics' employees. The following table details the projects purchased and the square feet (SF) of the warehouses:

City Street Address 36’ Clear Height SF Ownership Acquired
Status
Delray Beach, FL 14130 S State Rd. 7 199,476 10%(1) Completed Q1 2026
Delray Beach, FL 14130 S State Rd. 7 392,976 10% (1) Land for 2 warehouses
Hamilton, NJ 600 Horizon Dr. 170,800 8.5% (1) Completed Q2 2026
Parsippany, NJ 8 Lanidex Plaza W. 140,031 10% (1) Substantial completion Q2 2026
Southwest Ranches, FL
SW 202nd Ave. & Sheridan St.
335,617 100% Land acquired July 2026
(1) General Partner investment, distributions will be based upon waterfall model.


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Six Month Highlights
•Net loss attributable to the Company of ($0.9) million vs $2.3 million of net income primarily due to $2.3 million increase in G&A, $2.0 million lower interest income, and lower occupancy in our Multifamily and Industrial segments partially offset by strong Mining Royalty Lands performance
•4% decrease in pro rata NOI ($18.2 million vs $19.1 million) driven by lower occupancy in the Multifamily and Industrial and Commercial segments, partially offset by strong Mining Royalty Lands performance.
•10% decrease in the Multifamily segment’s pro rata NOI primarily due to lower occupancy, higher rent concessions and bad debts, and higher costs at our DC assets.
•20% decrease in Industrial and Commercial revenue and 36% decrease in that segment’s NOI primarily due to vacancies from an eviction of one tenant and lease expirations.
•14% increase in the Mining Royalty Lands' Segment's NOI driven by a 7.3% rise in royalty tons and a 5.9% increase in royalty revenue per ton.
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Comparative Results of Operations for the Six months ended June 30, 2026 and 2025
Consolidated Results
(dollars in thousands)
Six Months Ended June 30,
2026 2025 Change %
Revenues:
Lease revenue $ 13,536  14,313  $ (777) -5.4 %
Mining royalty and rents 7,783  6,843  940  13.7 %
Joint venture management fee revenue 358  —  358 
Total revenues 21,677  21,156  521  2.5 %
Cost of operations:
Depreciation/depletion/amortization 5,765  5,333  432  8.1 %
Operating expenses 4,102  4,439  (337) -7.6 %
Property taxes 2,067  1,940  127  6.5 %
General and administrative 7,772  5,462  2,310  42.3 %
Total cost of operations 19,706  17,174  2,532  14.7 %
Total operating profit 1,971  3,982  (2,011) -50.5 %
Investment income 2,925  4,909  (1,984) -40.4 %
Interest expense (1,409) (1,519) 110  -7.2 %
Equity in loss of joint ventures (5,034) (4,410) (624) 14.1 %
Income before income taxes (1,547) 2,962  (4,509) -152.2 %
Provision for income taxes (282) 704  (986) -140.1 %
Net income (1,265) 2,258  (3,523) -156.0 %
Income (loss) attributable to noncontrolling interest (319) (30) (289) 963.3 %
Net income attributable to the Company $ (946) $ 2,288  $ (3,234) -141.3 %
Net loss attributable to the Company for the first six months of 2026 was $946,000 or $(.05) per share versus income of $2,288,000 or $.12 per share in the same period last year. Pro rata NOI for the first six months of 2026 was $18,232,000 versus $19,052,000 in the same period last year. The first six months of 2026 were impacted by the following items:
•Operating profit decreased $2,011,000 or 51%. The consolidated portion of the Multifamily segment (Dock/Maren) decreased $631,000 due to lower occupancy, rent concessions, and higher operating costs. Industrial and commercial segment operating profit declined $908,000 with $298,000 due to $218,000 of depreciation and $80,000 of first quarter carrying costs on our Chelsea spec warehouse placed in service in April 2025 along with non-renewing leases. Mining Royalty Land's segment operating profit increased $771,000 due to higher royalty tons and revenues less related depletion. Development segment operating profit increased $1,067,000 due to joint venture management fee revenues ($358,000), and the prior year including Altman acquisition expenses ($713,000), partially offset by less capitalized real estate taxes ($130,000). General & administrative costs increased $2,310,000 due to $1,892,000 higher personnel costs (primarily Altman acquisition related), $346,000 higher audit fees, $173,000 of
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acquisition valuation and accounting consulting fees, $175,000 increased legal fees related to replacement of our equity incentive plan, the acquisition, and other one-time events, $253,000 higher acquisition-related IT and other professional fees, $115,000 higher marketing costs, partially offset by $602,000 increased labor capitalization.
•Net investment income decreased $1,984,000 from reduced earnings on our lower cash equivalents ($1,269,000) and reduced income from our lending ventures ($715,000) on smaller loan balances outstanding and fewer residential lots sold.
•Interest expense decreased $110,000 compared to the same period last year as we capitalized $276,000 more interest partially offset by the interest expense on our Wells Fargo Credit Agreement. 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 was an unfavorable $624,000 due to higher losses at Bryant Street ($429,000) and Verge ($171,000) both due to lower revenues and higher expenses, along with losses at recently completed industrial properties ($159,000) partially offset by improved results at our other unconsolidated joint ventures.

Multifamily Segment (Pro rata consolidated and pro rata unconsolidated)
Six months ended June 30, 2026
(dollars in thousands) 2026 % 2025 % Change %
Lease revenue $ 16,218  100.0 % 16,772  100.0 % (554) -3.3 %
Depreciation and amortization 6,735  41.5 % 6,673  39.8 % 62  .9 %
Operating expenses 5,642  34.8 % 5,316  31.7 % 326  6.1 %
Property taxes 1,936  11.9 % 1,978  11.8 % (42) -2.1 %
Cost of operations 14,313  88.3 % 13,967  83.3 % 346  2.5 %
Operating profit before G&A $ 1,905  11.7 % 2,805  16.7 % (900) -32.1 %
Depreciation and amortization 6,735  6,673  62 
Unrealized rents & other (240) (111) (129)
Net operating income $ 8,400  51.8 % 9,367  55.8 % (967) -10.3 %

The combined consolidated and unconsolidated pro rata net operating income this quarter for this segment was $8,400,000, down $967,000 compared to $9,367,000 in the same period last year. The NOI decrease was primarily due to lower occupancy and higher cost at Bryant Street ($323,000), The Verge ($260,000), Dock ($243,000), and Maren ($150,000).
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Apartment Building Units Pro rata NOI
YTD 2026		 Pro rata NOI
YTD 2025		 Avg. Occupancy YTD 2026 Avg. Occupancy YTD 2025 Renewal Success Rate YTD 2026 Renewal % increase YTD 2026
Dock 79 Anacostia DC 305 $1,657,000 $1,900,000 91.3 % 95.6 % 67.0 % 4.5 %
Maren Anacostia DC 264 $1,595,000 $1,745,000 93.0 % 93.7 % 64.2 % 4.5 %
Riverside Greenville 200 $467,000 $437,000 97.1 % 92.9 % 63.0 % 0.3 %
Bryant Street DC 487 $2,758,000 $3,081,000 92.2 % 93.5 % 58.3 % 1.7 %
.408 Jackson Greenville 227 $697,000 $718,000 95.1 % 96.1 % 47.5 % 3.0 %
Verge Anacostia DC 344 $1,226,000 $1,486,000 90.0 % 93.4 % 66.1 % 1.0 %
Multifamily Segment 1,827 $8,400,000 $9,367,000 92.6 % 94.1 %

Multifamily Segment (Consolidated - Dock 79 and The Maren)
Six months ended June 30, 2026
(dollars in thousands) 2026 % 2025 % Change %
Lease revenue $ 10,634  100.0 % 10,991  100.0 % (357) -3.2 %
Depreciation and amortization 4,016  37.8 % 3,930  35.7 % 86  2.2 %
Operating expenses 3,349  31.5 % 3,112  28.3 % 237  7.6 %
Property taxes 1,234  11.6 % 1,283  11.7 % (49) -3.8 %
Cost of operations 8,599  80.9 % 8,325  75.7 % 274  3.3 %
Operating profit before G&A $ 2,035  19.1 % 2,666  24.3 % (631) -23.7 %

Total revenues for our two consolidated joint ventures (Dock 79/Maren) were $10,634,000, a decrease of $357,000 versus $10,991,000 in the same period last year due to higher vacancy and rent concessions. Total operating profit before G&A for the consolidated joint ventures was $2,035,000, a decrease of $631,000, or 24% versus $2,666,000 in the same period last year primarily due to lower revenues along with higher operating costs and recent capital improvements depreciation.


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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Table of Contents`
Six months ended June 30, 2026
(dollars in thousands) 2026 % 2025 % Change %
Lease revenue $ 10,422  100.0 % 10,785  100.0 % (363) -3.4 %
Depreciation and amortization 4,534  43.5 % 4,518  41.9 % 16  .4 %
Operating expenses 3,874  37.2 % 3,666  34.0 % 208  5.7 %
Property taxes 1,264  12.1 % 1,279  11.9 % (15) -1.2 %
Cost of operations 9,672  92.8 % 9,463  87.7 % 209  2.2 %
Operating profit $ 750  7.2 % 1,322  12.3 % (572) -43.3 %
For our four unconsolidated joint ventures, pro rata revenues were $10,422,000, a decrease of $363,000 or 3% compared to $10,785,000 in the same period last year. The decrease was primarily due to lower occupancy and higher bad debts at Bryant Street and The Verge. Pro rata operating profit before G&A was $750,000, a decrease of $572,000, or 43% versus $1,322,000 in the same period last year. The decrease was due to lower occupancy and higher bad debts at Bryant Sheet and The Verge and higher operating costs at Bryant Street.
Industrial and Commercial Segment
Six months ended June 30, 2026
(dollars in thousands) 2026 % 2025 % Change %
Lease revenue $ 2,183  100.0 % 2,721  100.0 % (538) (19.8 %)
Depreciation and amortization 1,166  53.4 % 962  35.4 % 204  21.2 %
Operating expenses 585  26.8 % 463  17.0 % 122  26.3 %
Property taxes 254  11.6 % 210  7.7 % 44  21.0 %
Cost of operations 2,005  91.8 % 1,635  60.1 % 370  22.6 %
Operating profit before G&A $ 178  8.2 % 1,086  39.9 % (908) (83.6 %)
Depreciation and amortization 1,166  962  204 
Unrealized revenues 30  101  (71)
Net operating income $ 1,374  62.9 % $ 2,149  79.0 % $ (775) (36.1 %)
Total revenues in this segment were $2,183,000, down $538,000 or 20%, over the same period last year. Operating profit before G&A was $178,000, down $908,000 or 84% from $1,086,000 in the same period last year with $298,000 due to $218,000 of depreciation and $80,000 of first quarter carrying costs on our Chelsea spec warehouse placed in service in April 2025 along with non-renewing leases. Net operating income in this segment was $1,374,000, down $775,000 or 36% compared to the same period last year.

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Mining Royalty Lands Segment Results
Six months ended June 30, 2026
(dollars in thousands) 2026 % 2025 % Change %
Mining royalty and rent revenue $ 7,783  100.0 % 6,843  100.0 % 940  13.7 %
Depreciation, depletion and amortization 497  6.4 % 355  5.2 % 142  40.0 %
Operating expenses 57  0.7 % 32  0.5 % 25  78.1
Property taxes 153  2.0 % 151  2.2 % 2  1.3 %
Cost of operations 707  9.1 % 538  7.9 % 169  31.4 %
Operating profit before G&A $ 7,076  90.9 % 6,305  92.1 % 771  12.2 %
Depreciation and amortization 497  355  142 
Unrealized revenues 327  289  38 
Net operating income $ 7,900  101.5 % $ 6,949  101.5 % $ 951  13.7 %

Total revenues in this segment were $7,783,000, an increase of $940,000 or 14% versus $6,843,000 in the same period last year. Royalty tons were up 7.3% over the same period last year. Royalty revenue per ton increased 5.9% over the same period last year. Total operating profit before G&A in this segment was $7,076,000, an increase of $771,000 versus $6,305,000 in the same period last year. Net operating income in this segment was $7,900,000, up $951,000 or 14% compared to the same period last year.
.
Development Segment Results
Six months ended June 30, 2026
(dollars in thousands) 2026 2025 Change
Lease revenue $ 719  601  118 
Joint venture management fee revenue 358  —  358 
Total revenues 1,077  601  476 
Depreciation, depletion and amortization 86  86  — 
Operating expenses 111  832  (721)
Property taxes 426  296  130 
Cost of operations 623  1,214  (591)
Operating profit before G&A $ 454  (613) 1,067 
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Liquidity and Capital Resources. The growth of the Company’s businesses requires significant cash to acquire and develop land or operating buildings and to construct new buildings and tenant improvements. As of June 30, 2026, we had $100,975,000 of cash and cash equivalents. As of June 30, 2026 we had $11.0 million borrowed under our $50 million Credit Agreement with Wells Fargo to fund the Woven bridge loan, $410,000 outstanding under letters of credit and $38,590,000 available to borrow under the Credit Agreement. We believe that our cash on hand and expected future operating cash inflows as well as availability under our Credit Agreement will be sufficient to fund operations, debt service requirements and necessary capital expenditures for at least the next 12 months.
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):
Six Months Ended
June 30,
2026 2025
Total cash provided by (used for):
Operating activities $ 10,794  12,209 
Investing activities (36,604) 2,207 
Financing activities 21,424  (9,918)
Increase (decrease) in cash and cash equivalents $ (4,386) 4,498 
Outstanding debt at the beginning of the period 192,554  178,853 
Outstanding debt at the end of the period 214,618  180,371 

Operating Activities - Net cash provided by operating activities for the six months ended June 30, 2026 was $10,794,000 versus $12,209,000 in the same period last year. The decrease was primarily due to lower net income.
Investing Activities - Net cash used in investing activities for the six months ended June 30, 2026 was $36,604,000 versus $2,207,000 provided by investing activities for the same period last year. The $38.8 million increase was due to a $18.4 million increase in investment in properties (primarily Davie, Camp Lake, and Lakeland) combined with a $10.2 million increase in investments in joint ventures (primarily Estero, Aberdeen, and Woven) and with a $10.3 million decrease in return of capital from joint ventures primarily due to the prior year including $7.3 million received from our BC Realty partnership refinancing our FRP provided floating rate construction loans on our two (2) office buildings with Symetra Life Insurance Company.
Financing Activities – Net cash provided by financing activities was $21,424,000 versus $9,918,000 used by financing activities in the same period last year primarily due to $22.4 million of draws on the loans in the current year compared to $11.6 million distribution to noncontrolling interests related to the planned increase in ownership of our partnerships with Altman Logistics at the construction loan closings during 2025.
Credit Facilities - On July 21, 2025, the Company entered into the 2025 Amended and Restated Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, N.A. (“Wells Fargo”). The Credit Agreement establishes a five-year revolving credit facility with a maximum facility amount of $50 million. The interest rate under the Credit Agreement will be 2.25% over Daily Simple SOFR. A commitment fee of 0.35% per annum is payable quarterly on the unused portion of the commitment. The Credit Agreement contains certain conditions and financial covenants, including a minimum tangible net worth and dividend restriction. As of June 30, 2026, these covenants would have limited our ability to pay dividends to a maximum of $88.0 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 7, 2025 the Lakeland partnership secured a $16.0 million loan with a floating rate equal to SOFR plus 2.75% from Seacoast National Bank. It is a three-year construction/stabilization loan with a two-year conditional extension at SOFR plus 2.50% with an interest rate swap conversion.
On March 13, 2025 the Davie partnership secured a $31.9 million loan with a floating rate equal to SOFR plus 2.75% from Synovus National Bank. It is a three-year construction/stabilization loan with a two-year conditional extension at SOFR plus 2.25%.
On May 30, 2025 the Woven partnership secured a $42.9 million loan with a floating rate equal to SOFR plus 2.85% from Bank of Texas and First Horizon Bank. It is a four-year construction/stabilization loan and includes a one-year conditional extension with principal and interest payments.
On June 16, 2025 the BC Realty partnership refinanced our FRP provided floating rate construction loans on our two office buildings with Symetra Life Insurance Company. This is a 10 year, fully amortizing $10.5M permanent loan, at a fixed interest rate of 6.40%.
On July 23, 2025 the Camp Lake partnership secured a $33.0 million loan at SOFR plus 2.75% from Pinnacle Bank. It is a three-year construction/stabilization loan with two one-year conditional extensions.
On September 15, 2025 the Estero partnership secured a $81.5 million loan at SOFR plus 2.75% from Santander Bank. It is a four-year construction/stabilization loan with two one-year conditional extensions. In addition, there is an $8 million loan at SOFR plus 4.25% from Santander Bank related to future phases.
On October 21, 2025 as part of the Altman Logistics platform acquisition the Company assumed minority equity ownership interests in three joint ventures which had existing construction debt agreements. Delray partnership secured a $23.8 million loan at SOFR plus 3.50% from City National Bank. It is a two-year construction loan issued April 4, 2024 with two one-year conditional extensions, the first of which is in effect. The Delray partnership also secured a two-year $7.5 million loan at SOFR plus 3.75% on April 4, 2024 from
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City National for the land for future phases of the project, also with two one-year conditional extensions. Parsippany partnership secured a $22.0 million loan at SOFR plus 2.75% from Truist Bank. It is a three-year construction loan issued January 15, 2025 with a one-year conditional extension. Hamilton partnership secured a $20.5 million loan at SOFR plus 3.50% from the joint venture partner effective for three years from May 22, 2025 with two one-year conditional extensions.

Cash Requirements – The Company expects to invest $42 million into maintenance capex and projects currently under development during the remainder of 2026 and $112 million 2027-2030 for maintenance capex plus new 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 operating profit before G&A and Pro rata net operating income (NOI) because we believe they assist investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP. These measures are not, and should not be viewed as, a substitute for GAAP financial measures.

Pro rata Net Operating Income Reconciliation
Six months ending 6/30/26 (in thousands)
Industrial and
Commercial
Segment		 Development
Segment		 Multifamily
Segment		 Mining
Royalties
Segment		 Unallocated
Corporate
Expenses		 FRP
Holdings
Totals
Net income (loss) $ 136  1,249  (3,247) 5,393  (4,796) (1,265)
Income tax allocation 42  384  (900) 1,657  (1,465) (282)
Income (loss) before income taxes 178  1,633  (4,147) 7,050  (6,261) (1,547)
Less:
Unrealized rents —  186  —  186 
Management fee revenue 358  —  358 
Interest income 1,160  12  1,753  2,925 
Plus:
Unrealized rents 30  —  —  327  —  357 
Professional fees 12  105  117 
Equity in loss of joint ventures —  (19) 5,027  26  5,034 
Interest expense —  —  1,167  —  242  1,409 
Depreciation/amortization 1,166  86  4,016  497  5,765 
General and administrative —  —  —  —  7,772  7,772 
Net operating income (loss) 1,374  194  5,970  7,900  —  15,438 
NOI of noncontrolling interest (2,718) (2,718)
Pro rata NOI from unconsolidated joint ventures 364  5,148  5,512 
Pro rata net operating income $ 1,374  558  8,400  7,900  —  18,232 
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Pro rata Net Operating Income Reconciliation
Six months ending 6/30/25 (in thousands)
Industrial and
Commercial
Segment		 Development
Segment		 Multifamily
Segment		 Mining
Royalties
Segment		 Unallocated
Corporate
Expenses		 FRP
Holdings
Totals
Net income (loss) $ 831  1,086  (2,531) 4,806  (1,934) 2,258 
Income tax allocation 255  333  (788) 1,476  (572) 704 
Income (loss) before income taxes 1,086  1,419  (3,319) 6,282  (2,506) 2,962 
Less:
Unrealized rents —  —  —  — 
Interest income 1,876  1  3,032  4,909 
Plus:
Unrealized rents 101  —  14  289  —  404 
Professional fees 734  87  821 
Equity in loss of joint ventures —  (156) 4,543  23  4,410 
Interest expense —  —  1,443  —  76  1,519 
Depreciation/amortization 962  86  3,930  355  5,333 
General and administrative —  —  —  —  5,462  5,462 
Net operating income (loss) 2,149  207  6,697  6,949  —  16,002 
NOI of noncontrolling interest (3,052) (3,052)
Pro rata NOI from unconsolidated joint ventures 380  5,722  6,102 
Pro rata net operating income $ 2,149  587  9,367  6,949  —  19,052 


Critical Accounting Policies – Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP”). The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that could affect the reported amounts in our condensed consolidated financial statements. Actual results could differ
from these estimates. Please refer to the section of our Annual Report on Form 10-K for the year ended December 31, 2025, entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” for a discussion of our critical accounting policies. During the six months ended June 30, 2026, there were no material changes to these policies.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Interest Rate Risk - We are exposed to the impact of interest rate changes through our variable-rate borrowings under our Credit Agreement with Wells Fargo, our variable rate construction/stabilization loans, and earnings on our cash equivalents and variable rate lending ventures.
Applicable margin for borrowings at June 30, 2026 under the Wells Fargo Credit Agreement was Daily simple SOFR plus 2.25%. and under our variable rate construction/stabilization loans was Daily SOFR plus 2.75%. The Company had $36.3 million of variable rate debt outstanding at June 30, 2026 and, a 100 basis point
48

decrease in SOFR would increase cash flows before income taxes by $0.4 million annually. The Company had $108.8 million of cash equivalents and variable rate lending venture advances at June 30, 2026, so a 100 basis point decrease in SOFR would reduce cash flows before income taxes by $1.1 million annually.

ITEM 4. CONTROLS AND PROCEDURES
CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.
The Company also maintains a system of internal accounting controls over financial reporting that are designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.
All control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving the desired control objectives.
As of June 30, 2026, the Company, under the supervision and with the participation of the Company's management, including the CEO, CFO and CAO, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on this evaluation, the Company’s CEO, CFO and CAO concluded that the Company's disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be included in periodic SEC filings.
There have been no changes in the Company’s internal controls over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
49

PART II. OTHER INFORMATION


Item 1. LEGAL PROCEEDINGS

From time to time, the Company is involved in legal proceedings, including, but not limited to, regulatory proceedings, claims, mediations, arbitrations and litigation, arising out of the ordinary course of its business (“Legal Proceedings”). Although the Company cannot assure the outcome of such Legal Proceedings, management presently believes that the result of such Legal Proceedings, either individually, or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial statements, and no material amounts have been accrued in the Company’s consolidated financial statements with respect to these matters. See Item 7 “Contingencies” in the notes to the consolidated financial statements in this Form 10-Q for additional information regarding certain ongoing litigation.


Item 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES; ISSUER PURCHASES OF EQUITY SECURITIES
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)
April 1 through April 30 — $ —  — $ 6,899,000 
May 1 through May 31 — $ —  — $ 6,899,000 
June 1 through June 30 — $ —  — $ 6,899,000 
Total — $— —
(1)On February 4, 2015, the Board of Directors authorized management to expend up to $5,000,000 to repurchase shares of the Company’s common stock from time to time as opportunities arise. On December 5, 2018, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. On August 5, 2019, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. On May 6, 2020, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. On August 26, 2020, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization.


50

Items 3 – 5.
Not applicable.



Item 6. EXHIBITS
Exhibit Number Description Filed Herewith
(31)(a) X
(31)(b) X
(31)(c) X
(32) X
101.XSD XBRL Taxonomy Extension Schema X
101.CAL XBRL Taxonomy Extension Calculation Linkbase X
101.DEF XBRL Taxonomy Extension Definition Linkbase X
101.LAB XBRL Taxonomy Extension Label Linkbase X
101.PRE XBRL Taxonomy Extension Presentation Linkbase X
104. Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
51
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: August 5, 2026
 By JOHN D. BAKER III
John D. Baker III
Chief Executive Officer
(Principal Executive Officer)
By MATTHEW C. MCNULTY
Matthew C. McNulty
Chief Financial Officer & Treasurer
(Principal Financial Officer)
By JOHN D. KLOPFENSTEIN
John D. Klopfenstein
Controller and Chief Accounting
Officer (Principal Accounting Officer)
EX-31.1 2 frph-20260630xexx31a.htm EX-31.1 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: August 5, 2026
 /s/ John D. Baker III
Chief Executive Officer

EX-31.2 3 frph-20260630xexx31b.htm EX-31.2 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.;
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: August 5, 2026
 /s/ Matthew C. McNulty
Chief Financial Officer and Treasurer

EX-31.3 4 frph-20260630xexx31c.htm EX-31.3 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.;
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: August 5, 2026
 /s/ John D. Klopfenstein
Controller and Chief Accounting Officer

EX-32 5 frph-20260630xexx32.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: August 5, 2026
 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.