FRP HOLDINGS, INC.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 15, 2026
FRPH$18.63+1.8%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-18.
0000844059-25-000009
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-04-15.
0000844059-26-000037
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 71 previous paragraphs and 93 current paragraphs.
61 unchanged; 7 reworded; 25 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (25)
Current report
Current economic and market conditions, including, but not limited to, elevated interest rates, new and expanded tariffs, a decline in consumer confidence and spending, inflationary conditions that have increased the costs of operating our businesses (including raw materials, products, labor, and freight), widespread supply chain disruptions, has and could continue to adversely impact gross margins, operating margins, and the results of the Company’s operating businesses.
Current report
Current economic and market conditions are highly uncertain and volatile as a result of various factors, including elevated interest rates, new and expanded tariffs, a decline in consumer confidence and spending, inflationary conditions, the threat of government shut downs, and supply chain disruptions, which have been exacerbated by the Russian invasion of Ukraine, the fighting in the Middle East, as well as piracy in shipping lanes. We believe these factors have created economic uncertainty which may negatively affect our operating results by, among other things: (i) increasing the cost of raw materials and finished goods such as steel and lumber for our development projects, increasing interest expense on variable rate debt and any new debt, (ii) decreasing gross margins and investment returns due to increased costs of construction and maintenance, (iii) reducing the availability of debt and equity capital for new real estate investments and the number of real estate development projects meeting the Company’s investment criteria and (iv) increasing overall operating expenses due to increases in labor and service costs. These factors also may impact our industrial tenants by increasing their borrowing costs, reducing consumer demand for certain imported products and increasing labor and service costs.
Current report
The Company has experienced significant increases in commodity and labor prices and insurance costs, and such increases may be further impacted by the implementation of additional tariffs on building materials sourced from international markets. In addition, higher interest rates have increased the cost of the Company’s outstanding indebtedness and the costs of financing for new development projects. Higher rates have also had an adverse impact on the availability of financing, and the anticipated profitability of development projects, as capitalization rates related to multifamily apartment communities are generally impacted by interest rates. These factors may have an adverse impact on the Company’s operating results in future periods, particularly if higher development and construction costs continue and debt and equity financing is not available for new projects or is only available on less attractive terms.
Current report
Contracted labor is one of the primary components of our expenses. Several factors may adversely affect the labor force available to our contractors or increase their labor costs, including labor shortages, increased competition for qualified employees, and laws and regulations related to minimum wages, including the potential implementation of increases in the statutory minimum salary requirements for employees who are not required to be paid overtime compensation. A sustained labor shortage or increased turnover rates, whether caused by wage inflation or general economic conditions, natural disasters or other factors, could lead to increased costs for future development projects, which could in turn negatively affect our operations or adversely impact our business and results.
Current report
In addition, electricity prices have been increasing and are expected to continue to increase due to the rapid expansion of data centers for artificial intelligence.
Current report
Investments by the Company in real estate developments directly or through joint ventures expose it to market and economic risks inherent in the real estate construction and development industry.
Current report
The real estate construction and development industry is highly competitive and subject to numerous risks which may be beyond management’s control. The success of the Company’s investments in real estate developments is dependent on many factors, including:
Current report
•Changes in capitalization rates impacting real estate values;
Current report
•Availability and reasonable pricing of construction materials, such as steel, lumber, framing, concrete and other building materials, including increases associated with tariffs and supply chain disruptions;
Current report
•Changes in laws and regulations for new construction and land entitlements, including environmental and zoning laws and regulations;
Current report
•Natural disasters and severe weather conditions increasing costs, delaying construction, causing uninsured losses or reducing demand;
Current report
•Availability of land in desirable locations at prices that result in an economically viable project;
Current report
•Delays and costs associated with obtaining permits, approvals or licenses necessary to develop property;
Current report
•Availability of property for development at attractive prices;
Current report
•Risk of losses resulting from cost overrun guarantees in joint venture projects sponsored by the Company or the failure of such properties to achieve profitability or a profitable exit; and
Current report
•Real estate market values and general economic conditions.
Current report
Any of these factors could give rise to delays in the start or completion of a project, increase the cost of developing a project, or result in reduced prices and values and significant losses.
Current report
Moreover, in certain cases the Company is exposed to potential liability under repayment, construction completion and cost overrun guarantees made by the Company. Also, with our recent acquisition of Altman Logistics, we have assumed development management responsibilities for management projects in which we have a minority interest, which may create additional risks if we fail to perform to the satisfaction of our joint venture partners.
Current report
Unexpected events, such as public health issues, natural disasters, geopolitical conflicts, civil unrest, severe weather and terrorist activities, may disrupt the Company’s operations and increase our costs.
Current report
The occurrence of one or more unexpected events, including public health issues, tsunamis, hurricanes, earthquakes, floods and other forms of severe weather or civil unrest, geopolitical conflicts (including the conflict between Ukraine and Russia as well as the conflict in the Middle East) and/or terrorist activities in countries or regions in which our customers, assets, suppliers or our operating businesses are located could adversely affect our operations and financial performance.
Current report
The Company’s Bylaws contain an exclusive forum provision, which could impair the ability of shareholders to obtain a favorable judicial forum for certain disputes with the Company or its directors, officers or other employees and be cost-prohibitive to shareholders.
Current report
The Company’s Bylaws contain an exclusive forum provision which provides that, unless its Board of Directors consents to the selection of an alternative forum, the Circuit Court located in Duval County, Florida or the federal district court for the Middle District of Florida will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the corporation to the corporation or the corporation’s shareholders, (iii) any action asserting a claim against the corporation or any director or officer or other employee of the corporation arising pursuant to any provision of the Florida Business Corporation Act or the corporation’s articles of incorporation or bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine. Notwithstanding the foregoing, shareholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. The exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors, officers or other employees or be cost-prohibitive to shareholders, which may discourage such lawsuits against the Company or its directors, officers and other employees. However, there is uncertainty regarding whether a court would enforce the exclusive forum provision. If a court were to find the exclusive forum provision to be inapplicable or unenforceable in an action, the Company may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect the Company’s financial condition and operating results.
Removed paragraphs (3)
Previous report
The Trump administration has created an initiative known as the Department of Governmental Efficiency focused on reducing government expenditures. The initiative is expected to lead to a reduction of a significant number of government jobs in the Washington, D.C. region; however, the potential impact of this initiative on the demand for our residential properties in the region cannot be determined at this time.
Previous report
Construction costs may be higher than anticipated.
Previous report
Our long-term business plan includes a number of construction projects. The construction costs of these projects may exceed original estimates and possibly make the completion of a property uneconomical. The imposition of tariffs on foreign building materials such as lumber, building material commodity shortages, supply chain disruptions, construction delays or stoppages or rapidly escalating construction costs may out-pace market rents, which would adversely affect our profits. The market environment may not allow us to raise rents to cover these higher costs.
Reworded paragraphs (7)
Previous wording
A decline in the economic conditions in Baltimore and Washington, D.C. markets could adversely affect our business.
Current wording
A decline in the economic conditions in our core markets could adversely affect our business.
Previous wording
The majority of our stabilized properties are located in the Baltimore area and Washington, D.C. We are, therefore, subject to increased exposure to (positive or negative) economic factors and other competitive factors specific to markets in confined geographic areas. Our operations may also be affected if too many competing properties are built in these markets. An economic downturn in these markets resulting from factors outside of our control could adversely affect our operation. Such a downturn could be triggered by such factors as the downsizing or relocation of government jobs, crime, acts of terrorism, or natural disasters. We cannot be sure that these markets will continue to grow or demand the type of assets in our portfolio.
Current wording
The majority of our stabilized properties are located in the Baltimore area, Washington, D.C., and Greenville, South Carolina. We are, therefore, subject to increased exposure to (positive or negative) economic factors and other competitive factors specific to markets in confined geographic areas. Our operations may also be affected if too many competing properties are built in these markets. An economic downturn in these markets resulting from factors outside of our control could adversely affect our operation. Such a downturn could be triggered by such factors as the downsizing or relocation of government jobs, crime, acts of terrorism, or natural disasters. We cannot be sure that these markets will continue to grow or demand the type of assets in our portfolio.
Previous wording
We conduct a significant portion of our operations through joint ventures, which may lead to disagreements with our joint venture partners and adversely affect our interests in the joint ventures.
Current wording
We conduct a significant portion of our operations through joint ventures, which may lead to disagreements with our joint venture partners and adversely affect our interests in the joint ventures, may expose us to liability under completion guarantees and impose development management responsibilities on us in certain joint ventures in which we are a minority partner.
Previous wording
Climate change presents an array of risks to real estate companies due to sea level rise, flooding, extreme weather, stronger storms and human migration. A significant number of our properties are located in areas that are susceptible to hurricanes, tropical storms, flooding, sea level rise and other natural disasters. We have accounted for the risk of flooding and sea level rise in the design of our Riverfront on the Anacostia development. Future developments, including potential “second life” uses of our mining properties, could be impacted by these factors and the impacts that they have on human behavior. Weather conditions could disrupt the business of our tenants, which may affect the ability of some tenants to pay rent and/or their willingness to remain in or move to affected areas. [Additionally, the cost of insurance associated with our properties has increased, and future weather conditions may cause premiums to increase in the future.]
Current wording
Climate change presents an array of risks to real estate companies due to sea level rise, flooding, extreme weather, changing weather patterns and ocean currents, stronger storms, human migration, and supply chain disruptions. A significant number of our properties are located in areas that are susceptible to hurricanes, tropical storms, flooding, sea level rise and other natural disasters. We have accounted for the risk of flooding and sea level rise in the design of our Riverfront on the Anacostia development. Future developments, including potential “second life” uses of our mining properties, could be impacted by these factors and the impacts that they have on human behavior. Weather conditions could disrupt the business of our tenants, which may affect the ability of some tenants to pay rent and/or their willingness to remain in or move to affected areas. [Additionally, the cost of insurance associated with our properties has increased, and future weather conditions may cause premiums to increase in the future.]
Previous wording
We self-insure for claims exposure outside of our coverage resulting from property damage, workers’ compensation, auto liability, general liability and employees’ health insurance. We also are responsible for our legal expenses relating to such claims. We maintain insurance above the amounts for which we self-insure with licensed insurance carriers. Although we believe the aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that one or more claims could exceed our aggregate coverage limits. Additionally, there are certain losses, such as losses from hurricanes, terrorism, wars or earthquakes, where insurance is limited or not economically justifiable. If the Company experiences an uninsured loss of real property, we could lose both the invested capital and anticipated revenues associated with such property. We accrue currently for estimated incurred losses and expenses and periodically evaluate and adjust our claims’ accrued liability to reflect our experience. However, ultimate results may differ from our estimates, which could result in losses greater than accrued amounts.
Current wording
We self-insure for claims exposure outside of our coverage from property damage, workers’ compensation, auto liability, general liability and employees’ health insurance. We also are responsible for our legal expenses relating to such claims. We maintain insurance above the amounts for which we self-insure with licensed insurance carriers. Although we believe the aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that one or more claims could exceed our aggregate coverage limits. Additionally, there are certain losses, such as losses from hurricanes, terrorism, wars or earthquakes, where insurance is limited or not economically justifiable. If the Company experiences an uninsured loss of real property, we could lose both the invested capital and anticipated revenues associated with such property. We accrue currently for estimated incurred losses and expenses and periodically evaluate and adjust our claims’ accrued liability to reflect our experience. However, ultimate results may differ from our estimates, which could result in losses greater than accrued amounts.
Previous wording
We use debt to finance our operations, including acquisitions of properties. As of December 31, 2024, we had outstanding non-recourse mortgage indebtedness of $180,070,000, secured by developed real estate properties having a carrying value of $239,436,000. Our use of debt may have adverse consequences, including the following:
Current wording
We use debt to finance our operations, including acquisitions of properties. As of December 31, 2025, we had outstanding consolidated indebtedness $193,958,000, secured by developed real estate properties having a carrying value of $276,460,000. Our use of debt may have adverse consequences, including the following:
Previous wording
As of December 31, 2024, our Executive Chairman, John D. Baker II beneficially owned approximately 17.5% of the outstanding shares of our common stock (77% of which are held in trusts under which voting power is shared with other family members)and members of his family who are (i) officers or directors of the Company, (ii) required to report their beneficial ownership on Schedule 13D or Schedule 13G, or (iii) are members of his immediate family beneficially own, collectively, an additional 17.8% of the outstanding shares of our common stock. As a result, these individuals effectively may have the ability to direct the election of all members of our board of directors and to exercise a controlling influence over its business and affairs, including any determinations with respect to mergers or other business combinations involving the Company, its acquisition or disposition of assets, its borrowing of monies, its issuance of any additional securities, its repurchase of common stock and its payment of dividends.
Current wording
As of December 31, 2025, our Executive Chairman, John D. Baker II beneficially owned approximately 16.9% of the outstanding shares of our common stock (81% of which are held in trusts under which voting power is shared with other family members)and members of his family who are (i) officers or directors of the Company, (ii) required to report their beneficial ownership on Schedule 13D or Schedule 13G, or (iii) are members of his immediate family beneficially own, collectively, an additional 18.2% of the outstanding shares of our common stock. As a result, these individuals effectively may have the ability to direct the election of all members of our board of directors and to exercise a controlling influence over its business and affairs, including any determinations with respect to mergers or other business combinations involving the Company, its acquisition or disposition of assets, its borrowing of monies, its issuance of any additional securities, its repurchase of common stock and its payment of dividends.