FRP HOLDINGS, INC.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
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FY2025 · Filed Apr 15, 2026
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Consent of Independent Registered Public Accounting Firm
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-216025) of FRP Holdings, Inc. of our report dated April 15, 2026, relating to the consolidated financial statements, which appears in this Form 10-K for the year ended December 31, 2025.
/s/ Baker Tilly US, LLP
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FRP Holdings, Inc.
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-216025) of FRP Holdings, Inc. of our report dated March 18, 2025, relating to the consolidated financial statements which appear in the Annual Report to Shareholders incorporated by reference herein.
/s/ Hancock Askew & Co., LLP
Annual Report 2025
CONSOLIDATED FINANCIAL HIGHLIGHTS
Years ended December 31
(Amounts in thousands except per share amounts)
| 2025 | 2024 | %Change | |
|---|---|---|---|
| Revenues | $42,846 | 41,774 | 2.6 |
| Operating profit | $7,028 | 11,704 | (40.0) |
| Net investment income | $8,824 | 11,112 | (20.6) |
| Interest Expense | $(2,967) | (3,150) | (5.8) |
| Equity in loss of joint ventures | $(9,105) | (11,359) | (19.8) |
| Gain on sale of real estate and other income | $— | 182 | (100.0) |
| Gain (loss) attributable to noncontrolling interest | $(368) | 75 | N/A |
| Net income attributable to the Company | $3,330 | 6,385 | (47.8) |
| Per common share: | |||
| Net income attributable to the Company: | |||
| Basic | $0.18 | 0.34 | (47.1) |
| Diluted | $0.18 | 0.34 | (47.1) |
| Total Assets | $735,145 | 728,485 | 0.9 |
| Total Debt | $192,554 | 178,853 | 7.7 |
| Shareholders' Equity | $428,513 | 423,103 | 1.3 |
| Common Shares Outstanding | 19,110 | 19,047 | .3 |
| Book Value Per Common Share | $22.42 | 22.21 | 0.9 |
BUSINESS. FRP Holdings, Inc. is a holding company engaged in the real estate business, namely (i) real property acquisition, entitlement, development and construction primarily for apartment, retail, warehouse, and office, (ii) leasing and management of commercial properties owned by the Company, (iii) leasing and management of mining royalty land owned by the Company, (iv) leasing and management of residential apartment buildings. The Company’s operating subsidiaries are FRP Development Corp. and Florida Rock Properties, Inc.
STRATEGY. Our strategy consists of the re-deployment of cash from asset sales, real estate operations, and mining royalties, into new assets that allow management to exploit its knowledge and expertise. The asset classes of choice are mixed-use, industrial, raw land and existing buildings. We invest in these assets on our own or through repeatable strategic partnerships with a focus on core markets with growth potential. Emphasis will be placed on generating returns through opportunistic disposition, as well as cash-flow and long-term appreciation.
OBJECTIVE. We strive to improve shareholder value through (1) active engagement with properties and partners to grow asset value, (2) contributing our operating expertise and connections to maximize net asset value, cashflow and NOI growth, and (3) manage our capital structure in an efficient and responsible manner, with a watchful eye on projected future market conditions and trends to facilitate timely disposition of selected assets, (4) diligent, sustainable growth.
To Our Shareholders,
Looking back at this time last year, we communicated that 2025 would likely represent a transitional financial year for the Company. That expectation largely proved accurate. Pro rata Net Operating Income (NOI) growth moderated and earnings declined as several multifamily assets moved beyond lease-up, portions of our industrial portfolio entered a new leasing cycle, and broader supply-demand dynamics created headwinds for rent growth and leasing velocity. These developments were largely anticipated and reflect timing within our development and leasing pipeline rather than any deterioration in asset quality or long-term strategy.
Where we fell short as a Company was setting the company up for growth in 2026. We expected to lease up our most recent spec warehouse and shore up vacancies in our same store assets and we didn’t. On top of that, we made an acquisition that while necessary and accretive for the long-term future of the company, also adds additional general and administrative expense, depreciation, and interest expense. Any growth in NOI in 2026 will be marginal. Funds From Operations (FFO), which most of our real estate peers use as the best metric for tracking operational cash flow, will be down.
Increased expenses, depressed cash flows- these are not traditionally the ingredients for success in the short term for the performance of a stock. These metrics also do not tell the full story of everything we set in motion in 2025. This past year was incredibly important strategically for the long-term performance of the Company. The acquisition of the Altman Logistics Properties platform expands our operating footprint into Florida and New Jersey — markets with strong demographic trends, logistics demand, and long-term capital interest. Equally important, the acquisition strengthened our internal talent base, broadened our development pipeline, and expanded relationships with equity partners, lenders, and operating counterparties. Together, these enhancements position the Company to grow both durable cash flow and net asset value over time. The increase in expenses are an alternative to expansion via a joint venture strategy that we have pursued in the past. While minimizing G&A initially, this strategy is paid for through development fees, and far more significantly, with equity in a successful project. Because of this acquisition, we not only have key personnel who fill roles that were already envisioned as part of our development strategy, but these new employees are based in the markets that we could only enter via our previous joint venture strategy. We are now able to execute our traditional in-house development as well as take on fee development opportunities, or execute a hybrid of these two models. This will allow us to generate equity in successful projects rather than giving it up. By acquiring Altman Logistics and its platform, we are in the markets we want to be in, have the people we need to grow, have projects underway capable of carrying the cost of this human capital, and can scale beyond our current size disproportionately to G&A growth. We have enhanced our flexibility in how we grow, can earn development fees instead of paying them, can generate equity in successful projects instead of giving it up, and compound these savings into additional projects under the same platform. The combination of development fees and loss in equity on a project can range from 3-15% of total project costs, so reversing that flow of cash and equity is not insignificant to the Company in terms of future financial performance.
This acquisition has refined and augmented a platform and pipeline that management expects will drive earnings and earnings growth, operational cash flow, and net asset value, which we believe we will accomplish through three complementary drivers of value: (1) durable cash flow from mining royalties, (2) operational execution and same-store growth, and (3) development and disciplined capital deployment.
We are fortunate to have as tenants some of the best operators in the aggregates business. They have continued to push price aggressively which is why we saw a $1.5 million improvement in royalty revenue in 2025 despite 500,000 fewer tons mined. Given our market concentration in Florida, I would expect volumes to be flat if not slightly down in 2026 given a relative softening in private construction (with the glaring exception of data centers) and housing starts. Our royalty agreements are based on the previous year's average sales price, so if pricing growth softens, it won't affect our royalty on the price side for another year. Historically, the Florida aggregates market is the tail of the whip in terms of market cyclicality, but that's generally a good thing. We have the utmost confidence in the long term direction of this segment because of the strength of the markets our assets serve and the operating skill of our tenants. It is for those very reasons that this segment has long been a significant cash flow generator for the company and why we have been able to put money towards development at conservative leverage levels relative to your typical developer.
Improving same-store occupancy and performance across our existing assets remains a near-term priority. Multifamily performance, particularly within our Washington DC submarkets, has faced supply pressures and regulatory challenges, though early signs of stabilization are emerging. Industrial vacancies tied to newly delivered buildings or recent move-outs and existing vacancy represent embedded NOI growth as leasing progresses. Fully occupied at current market rates, the vacancies in our current assets represent approximately $3-$3.5 million in NOI growth—growth we can achieve with minimal capital expenditures. It may take a year, it may take two, but we will have our current industrial assets back to the occupancy levels we have historically enjoyed.
Development, and industrial development in particular, continues to be our primary engine for long-term value creation. Our expanded industrial pipeline is set to deliver value in two distinct ways. The merchant development program we acquired from our purchase of Altman Logistics Properties will generate cash from sales upon stabilization. More in line with our traditional growth model are our industrial assets under development in Lakeland and Broward County and Minneola, FL. When these assets reach stabilization in approximately 2028, they will represent approximately $9.3 million in NOI attributable to the Company.
As an asset class, industrial has always been an operating business—more so than ever as industrial moves past the covid surge and into a more normalized environment. Success will require disciplined underwriting and talent in execution, both by leveraging networks to find off market deals in infill locations and developing assets under budget. If assets are well executed and in the right location, a properly capitalized company that underwrites realistically won’t put themselves in a bad place on the front end and won’t have to force anything in terms of leasing and sales that it will regret five years down the line. Talent, discipline, location, and capital have always been the ingredients for success in real estate. Going forward they are an absolute necessity. Our strategy remains concentrated in Florida, New Jersey, and Maryland — markets we know well and where long-term demand drivers remain intact. Each benefits from population density, critical infrastructure, and barriers to entry that constrain supply in well-located submarkets. While near-term conditions vary, these regions serve as essential nodes within the national logistics network, and we invest with that durability in mind.
I have touched on this several times in the past, but anyone who has looked at our sum of the parts valuation will have noticed that the market tends to only give this Company credit for its income producing assets. Anything under development is essentially free for anyone who buys our stock. What that tells me is that the market considers us a “show me” story. Over the next several years, the ratio of our income producing assets to assets under development will shift significantly. When the assets currently under development are producing cash flows, I refuse to believe that the market will continue to look at this company and say “your dollar is worth sixty cents.” As is typical in real estate development cycles, periods of elevated investment, integration, and leasing activity can temporarily pressure reported earnings. Incremental general and administrative costs, depreciation, financing expenses, and capital deployment associated with newly acquired and developing assets will continue to depress near-term financial results. GAAP earnings may therefore understate underlying value creation, while FFO may reflect some continued short-term pressure. Reported results will likely remain mixed until assets under development stabilize, vacancies are leased, and the next phase of earnings and NAV expansion is realized. Said simply, I know that 2026 is likely to be a mixed bag in much the way 2025 was. I also know that is frustrating for any shareholder looking for an immediate turn around to this year. But more important to me is knowing where the Company is headed. For a public company, even a small-cap public company, management and board ownership of this company is disproportionately large. Because insider ownership is so prevalent, there can be no doubt regarding alignment between management and shareholders. When we make capital decisions, we make them based on long-term value creation, even if they come at the expense of short-term results. Because of where we are and where we are going, our chairman bought 14,971 shares in 2025, and I bought 4,166. I won’t speak for him, but I intend to buy just as much in 2026. With the assets, balance sheet, and talent at this Company’s disposal, it is an investment I am only too happy to make, because I am confident that the market will ultimately recognize the value we are set to create with our same store growth and development pipeline. When we do, it will be hard to ignore.
Sincerely,
Chief Executive Officer
FORWARD LOOKING STATEMENTS
Certain matters discussed in this report contain forward-looking statements, including without limitation relating to the Company's plans, strategies, objectives, expectations, intentions, capital expenditures, future liquidity, and plans and timetables for completion of pending development projects. 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. The following factors and others discussed in the Company’s periodic reports and filings with the Securities and Exchange Commission are among the principal factors that could cause actual results to differ materially from the forward-looking statements: levels of construction activity in the markets served by our mining properties; availability and terms of financing; competition; interest rates, inflation and general economic conditions; demand for flexible warehouse/office facilities in the Mid-Atlantic and Florida; multifamily demand in Washington D.C. and Greenville, South Carolina; and ability to obtain zoning and entitlements necessary for property development. However, this list is not a complete statement of all potential risks or uncertainties.
These forward-looking statements are made as of the date hereof based on management’s current expectations, and the Company does not undertake an obligation to update such statements, whether as a result of new information, future events or otherwise. Additional information regarding these and other risk factors may be found in the Company’s other filings made from time to time with the Securities and Exchange Commission.
OPERATING PROPERTIES
The Company owns (predominately in fee simple but also through ownership of interests in joint ventures) approximately 21,485 acres of land in Florida, Georgia, Maryland, Virginia, South Carolina, and the District of Columbia. This land is held by the Company in four distinct segments: (i) Industrial and Commercial Segment (land owned and operated as income producing rental properties in the form of commercial properties), (ii) Mining Royalty Lands Segment (land owned and leased to mining companies for royalties or rents), (iii) Development Segment (land owned or joint ventures held for investment to be further developed for future income production or sales to third parties), and (iv) Multifamily Segment (ownership, leasing and management of buildings through joint ventures).
Industrial and Commercial Segment. As of December 31, 2025, the Industrial and Commercial Segment includes ten buildings at 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. 21 st Street in Duval County, FL was an office building property that remains under lease through March 2026. We permitted the tenant to demolish all structures on the property during 2018.
3)Cranberry Run Business Park in Harford County, MD consists of five industrial buildings totaling 267,737 square feet which are 43.4% leased and occupied. The property is subject to commercial leases with various tenants.
4)Hollander 95 Business Park in Baltimore City, MD consists of three industrial buildings totaling 247,340 square feet 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.
Mining Royalty Lands Segment – Mining Properties. The Company owns a fee simple interest in 14 open pit aggregates quarries located in Florida, Georgia and Virginia, which comprise approximately 16,640 total acres. The Company’s quarries are subject to mining leases with various tenants, including Vulcan Materials, Martin Marietta, Cemex, Quikrete, and The Concrete Company. Aggregates consist of crushed stone, sand, gravel, fill dirt, limestone, granite and calcium and are used primarily in construction applications.
Ten of the Company’s quarries (located in Grandin, FL, Fort Myers, FL, Keuka, FL, Newberry, FL, Astatula, FL, Lake Louisa, FL, Columbus, GA, Macon, GA, Tyrone, GA, and Manassas, VA; totaling 15,058 acres) are currently being mined, and four of the Company’s quarries (located in Marion County, FL, Astatula, FL, Lake Sand, FL and Forest Park, GA; totaling 1,582 acres) are leased but are not currently being mined. Our typical mining lease requires the tenant to pay the Company a royalty based on the number of tons of mined materials sold from our mining property during a given fiscal year multiplied by a percentage of the average annual sales price per ton sold. In certain locations, typically where the sand and stone deposits on the property have been depleted but the tenant still has a need for the leased land, we collect a minimum annual rental amount. In the fiscal years ended December 31, 2025, 2024 and 2023, aggregate tons sold with respect to the Company’s mining properties were approximately 8,845,000, 9,351,000 and 9,569,000, respectively.
Mining Royalty Lands Segment - Brooksville Joint Venture. In 2006, a subsidiary of the Company entered into a joint venture agreement with Vulcan Materials Company to jointly own and develop approximately 4,280 acres of land near Brooksville, Florida as a mixed-use community. In April 2011, the Florida Department of Community Affairs issued its final order approving the development of the project consisting of 5,800 residential dwelling units and over 600,000 square feet of commercial and 850,000 square feet of light industrial uses. Zoning for the project was approved by the County in August 2012. Vulcan Materials still mines on the property and the Company receives 100% of the royalty on all tons sold at the Brooksville property. In the fiscal years ended December 31, 2025, 2024, and 2023, aggregate tons sold were approximately 198,000, 203,000 and 239,000, respectively.
Mining Royalty Lands Segment - Other Properties. The segment also owns an additional 36 acres of investment property in Brooksville, Florida.
Additionally, these locations provide us with opportunities for valuable “second lives” for these assets through proper land planning and entitlement.
Significant “2 nd life” Mining Lands:
| Location | Acreage | Status |
|---|---|---|
| Brooksville, FL | 4,280 +/- | Development of Regional of Impact and County Land Use and Master Zoning in place for 5,800 residential unit, mixed-use development |
| Ft. Myers, FL | 1,907 +/- | Approval in place for 105, one-acre, waterfront residential lots after mining completed. |
| Total | 6,187 +/- |
Development Segment – Industrial and Commercial Land.
At December 31, 2025, this segment owned the following future development parcels:
1)54 acres of land that will be capable of supporting over 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 in Cecil County, MD that can accommodate 900,000 square feet of industrial development.
Development Segment – Land Held for Development or Sale.
At December 31, 2025, 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 1 and 2 (Dock 79 & The Maren) are in the multifamily segment. The final two phases, Phase 3 and Phase 4 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 4 construction to commence within 3 years and commencing Phase 3 construction within 3 years after obtaining the Phase 4 certificate of occupancy. The net book value of this property is $9.0 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 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 December 31, 2025 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 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 second 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, 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) | Substantial completion 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) | Substantial completion Q1 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 | Land acquisition contract 2026 |
(1) General Partner investment, distributions will be based upon waterfall model.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.