FRP HOLDINGS, INC.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of FRP Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of FRP Holdings, Inc. (the “Company”) as of December 31, 2025, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We also audited the adjustments to the 2024 and 2023 consolidated financial statements to retrospectively adopt ASU 2023-09 as described in Note 1. In our opinion, such adjustments are appropriate and have been properly applied. However, we were not engaged to audit, review or apply any procedures to the 2024 and 2023 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2024 and 2023 consolidated financial statements taken as a whole.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Consolidation Analysis of New Joint Ventures

Critical Audit Matter Description

As described in Note 1 to the consolidated financial statements as of December 31, 2025, the Company enters into joint venture arrangements for real estate investments and evaluates whether these entities should be consolidated under applicable guidance in ASC 810. This assessment includes determining whether a joint venture is a variable interest entity (“VIE”) and, if so, whether the Company is the primary beneficiary. For entities that are not VIEs, the Company evaluates whether it has a controlling financial interest under the voting interest model.

Determining whether a joint venture should be consolidated requires significant judgment, particularly in evaluating (i) which activities most significantly impact the entity’s economic performance and (ii) whether the Company has the power to direct those activities, as well as the obligation to absorb losses or the right to receive benefits that could be significant. These conclusions are based on the interpretation of complex joint venture agreements and governance provisions.

We identified the Company’s consolidation accounting conclusions with respect to its interest in the joint ventures as a critical audit matter because of the significant auditor judgment related to management’s determination of the primary beneficiary.

Our audit procedures related to the Company’s consolidation analyses for new joint ventures included the following, among others:

•We read joint venture agreements and related documents to understand the governance structure, including decision-making rights and the nature of participating and protective rights.

•We assessed management’s technical accounting analysis and determination of whether the entity is a VIE, including evaluating whether the entity has sufficient equity at risk and whether the equity holders have the characteristics of a controlling financial interest.

•For entities determined to be VIEs, we evaluated management’s conclusion regarding whether the Company is the primary beneficiary by assessing (i) whether the Company has the power to direct the activities that most significantly impact the entity’s economic performance and (ii) whether the Company has the obligation to absorb losses or the right to receive benefits that could be significant to the entity.

•We assessed the related disclosures for conformity with U.S. GAAP.

Accounting for Acquisition of Altman Logistics Properties as a Business Combination

Critical Audit Matter Description

As described in Note 17 to the consolidated financial statements as of December 31, 2025, the Company completed the acquisition of the business operations and development pipeline of Altman Logistics Properties, LLC on October 21, 2025. The Company accounted for this transaction as a business combination under ASC 805.

Auditing management’s conclusion that the acquired set of assets and activities constitutes a business required significant auditor judgment due to the complexity and subjectivity involved in applying the guidance in ASC 805. Specifically, this included evaluating (i) whether substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset or group of similar identifiable assets, and (ii) whether the acquired set included inputs and substantive processes that together significantly contribute to the ability to create outputs.

The determination required judgment in assessing the nature and composition of the acquired assets, including minority interests in multiple development projects and contractual rights, as well as evaluating whether the acquired workforce and related processes represent a substantive process under ASC 805.

The primary procedures we performed to address this critical audit matter included:

•We obtained and reviewed the purchase agreement and other relevant transaction documents.

•We evaluated management’s analysis of whether the transaction represented a business combination or asset acquisition, including assessing whether the fair value of the gross assets acquired was concentrated in a single identifiable asset or group of similar assets.

•We evaluated management’s conclusion that the acquired processes were substantive, including assessing whether the acquired workforce, property management activities, and leasing activities represent substantive processes that are critical to the ability to generate outputs.

•We assessed whether management’s conclusions were consistent with the requirements of ASC 805.

/s/ Baker Tilly US, LLP

We have served as the Company’s auditor since 2025.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of FRP Holdings, Inc.

Opinion on the Consolidated Financial Statements

We have audited, before the effects of the adjustments to retrospectively apply the change in accounting discussed in Note 1 to the consolidated financial statements, the accompanying consolidated balance sheet of FRP Holdings, Inc. (the Company) as of December 31, 2024, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the consolidated financial statements)(the 2024 and 2023 financial statements before the effects of the retrospective adjustments discussed in Note 1 to the financial statements are not presented herein). In our opinion, the 2024 and 2023 consolidated financial statements, before the effects of the adjustments to retrospectively apply the change in accounting discussed in Note 1 to the consolidated financial statements, present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in accounting discussed in Note 1 to the financial statements, and accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied. Those retrospective adjustments were audited by the successor auditor.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Real Estate Investment Accounting Assessment

Description of Matter

At December 31, 2024, the Company’s investments in real estate were$573 million including unconsolidated real estate ventures of$154 million. As explained in Note 1 to the consolidated financial statements, the Company enters into real estate investments and performs an assessment as to which method of accounting is appropriate, whether the proper accounting is to determine whether to use the cost or equity method to account for an investment or whether to consolidate such investment. Note 2 to the consolidated financial statements provides a detail of unconsolidated real estate investments.

Application and auditing of the accounting treatment of the Company’s real estate investments, including the process of evaluating the use of the cost or equity method of accounting or the evaluation of criteria for consolidation based on the variable interest entity (VIE) model or a voting interest entity (VOE) model, is complex and requires significant judgment. This evaluation and analysis include the determination of which party, if any, has power to direct the activities most significant to the economic performance of each real estate venture and whether the venture has sufficient equity to finance its activities without additional subordinated support. Factors considered by management in determining whether the Company has the power to direct the activities include voting rights, involvement in day-to-day capital allocation and operating decisions and the extent of the Company’s involvement in the entity.

We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant controls over the Company’s qualitative analysis that determines whether the Company has control over the venture, through influence, voting interest or through the presence of a variable interest in a real estate venture that would require consolidation.

For all investments in real estate ventures, our procedures include reading the operating agreements and other relevant documents and evaluating the structure and terms of the agreements and reviewing management’s evaluation of control over the entity and the applicability of the variable interest model as compared to the voting interest model. We evaluate management’s determination of whether the investee has sufficient equity to finance its activities without additional subordinated financial support and whether the equity holders lack the characteristics of a controlling financial interest. We consider management’s determination on whether the Company is the primary beneficiary or has a controlling financial interest that should be considered. We take into consideration evidence obtained in other areas of the audit, such as review of board minutes and status of the projects development to determine if any reconsideration of the findings is necessary.

/s/ Hancock Askew & Co., LLP

We began serving as the Company’s auditor in 2006. In 2025, we became the predecessor auditor.

March 18, 2025

DIRECTORS AND OFFICERS

Directors

John D. Baker II (1)

Executive Chairman, Former CEO of the Company

John D. Baker III (1)

CEO of the Company

David H. deVilliers, Jr. (1)

Vice-Chairman, Former President & COO of the Company

Matthew S. McAfee (2)(3)(4)

Founding Partner, Driver McAfee Hawthorne & Diebenow, PLLC

John S. Surface (2)(3)(4)

Chief Executive Officer of Covis Services

Martin E. Stein, Jr. (3)(4)

Executive Chairman of Regency Centers Corporation

Nicole B. Thomas (2)(3)(4)

President of Baptist Medical Center Jacksonville

William H. Walton (2)(3)(4)

Co-Founder and Managing Member of Rockpoint Group, LLC

Margaret Wetherbee

Attorney

(1)Member of the Executive Committee

(2)Member of the Audit Committee

(3)Member of the Compensation Committee

(4)Member of the Nominating Committee

Officers

Chief Executive Officer

David H. deVilliers III

President & Chief Operating Officer

Matthew C. McNulty

Chief Financial Officer & Treasurer

John D. Milton, Jr.

Executive Vice President, Secretary & General Counsel

John D. Klopfenstein

Controller and Chief Accounting Officer

FRP Holdings, Inc.

200 West Forsyth Street, 7th Floor

Jacksonville, Florida, 32202

Telephone: (904) 396-5733

Annual Meeting

Shareholders are cordially invited to attend the 2026 annual meeting of shareholders on Tuesday, May 12, 2026 at 11:00 a.m., Eastern Daylight Time. This year’s meeting will be held virtually. To participate in the annual meeting, go towww.frpdev.com, click the Investors tab, and then click the link titled “2026 Annual Shareholders Meeting”.

Transfer Agent

Equiniti Trust Company, LLC

28 Liberty Street, Floor 53

New York, NY 10005

Telephone: 1-800-937-5449

General Counsel

Nelson Mullins Riley & Scarborough LLP

Independent Registered Public Accounting Firm

Baker Tilly US, LLP

Common Stock Listed

The Nasdaq Stock Market

(Symbol: FRPH)

Form 10-K

Shareholders may receive, without charge, a copy of FRP Holdings, Inc.’s annual report on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission by writing to the Treasurer at 200 West Forsyth Street, 7th Floor, Jacksonville, Florida 32202. The most recent certifications by our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to our Form 10-K.

Company Website

The Company’s website may be accessed atwww.frpdev.com. All of our filings with the Securities and Exchange Commission can be accessed through our website promptly after filing. This includes annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q, current reports filed or furnished on Form 8-K and all related amendments.