FRP HOLDINGS, INC.

Multifamily Segment.

At December 31, 2025, this segment was invested in the following stabilized multifamily joint ventures:

1)Dock 79: In 2014, approximately 2.1 acres (Phase I) of the total 5.8-acres was contributed to a joint venture owned by the Company (77%) and our partner, MRP Realty (23%), and construction commenced in October 2014 on a 305-unit residential apartment building with approximately 14,430 square feet of first floor retail space. The property is located on Potomac Avenue in Washington, DC, across the street from the Nationals Park and is part of a four-phase master development know as Riverfront on the Anacostia. Lease-up commenced in May 2016 and rent stabilization of the residential units of 90% occupied was achieved in the third quarter of 2017. The attainment of stabilization resulted in a change of control for accounting purposes as the veto rights of the minority shareholder lapsed and the Company became the primary beneficiary. As such, beginning July 1, 2017, the Company consolidated the assets (at current fair value based on a third-party opinion), liabilities and operating results of the joint venture. This consolidation resulted in a gain on remeasurement of investment in real estate partnership of $60,196,000 of which $20,469,000 was attributed to the noncontrolling interest. The Company used the fair value amount to calculate adjusted ownership under the Conversion election. As such for financial reporting purposes effective July 1, 2017 the Company ownership is based upon this substantive profit-sharing arrangement and is 66.0% on a prospective basis. During fourth quarter 2022, as part of our new partnership with SIC and MRP, we sold a 20% interest in a tenancy-in-common of Dock 79 where FRP Holdings, Inc. is the majority partner with a 52.8% ownership.

2)The Maren: On May 4, 2018, the Company and MRP Realty formed a Joint Venture to develop the second phase only of the four-phase master development known as Riverfront on the Anacostia in Washington, D.C. The purpose of the Joint Venture is to develop and own a 250,000-square-foot mixed-use development which supports 264 residential units and 6,758 square feet of retail. Lease-up commenced in March 2020 and rent stabilization of the residential units of 90% occupied was achieved in March 2021. Reaching stabilization results in a change of control for accounting purposes as the veto rights of the minority shareholder lapsed and the Company became the primary beneficiary. As such, beginning March 31, 2021, the Company consolidated the assets (at fair value), liabilities and operating results of the joint venture. This consolidation resulted in a gain on remeasurement of investment in real estate partnership of $51,139,000 of which $13,965,000 was attributed to the noncontrolling interest. In accordance with the terms of the Joint Venture agreements, the Company used the fair value amount at date of conversion and calculated an adjusted ownership under the Conversion election. As such for financial reporting purposes effective March 31, 2021 the Company ownership is based upon this substantive profit-sharing arrangement and is 70.41% on a prospective basis as agreed to by FRP and MRP. During fourth quarter 2022, as part of our new partnership with SIC and MRP, we sold a 20% interest in a tenancy-in-common of The Maren where FRP Holdings, Inc. is the majority partner with a 56.3% ownership.

3)Riverside: On December 23, 2019 the Company and Woodfield formed a joint venture to develop a 200-unit residential apartment project located at 1430 Hampton Avenue, Greenville, SC. The project is located in an Opportunity Zone, which provides tax benefits in the new communities’ development program as established by Congress in the Tax Cuts and Jobs Act of 2017. The Company contributed $6.2 million in exchange for a 40% ownership in the joint venture.

4)Bryant Street: On December 24, 2018 the Company and MRP Realty formed four partnerships to purchase and develop approximately five acres of land in an Opportunity Zone at 500 Rhode Island Ave NE, Washington, D.C. This first phase is a mixed-use development which supports 487 residential units and 91,520 square feet of first floor and stand-alone retail on approximately five acres of the roughly 12-acre site. The Company converted its preferred equity to common on January 1, 2024 increasing its ownership to 72.1%.

5).408 Jackson: In December 2019, the Company entered into a joint venture with a new partner, Woodfield Development, for the acquisition and development of a mixed-use project known as “.408 Jackson” in an Opportunity Zone in Greenville, SC. Woodfield specializes in Class-A multifamily, mixed-use developments primarily in the Carolinas and DC. The project is located across the street from Greenville’s minor league baseball stadium and holds 227 multifamily units and 4,539 square feet of retail space. The Company owns 40% of the development.

6)The Verge: On December 20, 2019 the Company and MRP formed a joint venture to acquire and develop a mixed-use project located in a Opportunity Zone at 1800 Half Street, Washington, D.C. This property is located in the Buzzard Point area of Washington, DC, less than half a mile downriver from Dock 79 and The Maren. It lies directly between our two acres on the Anacostia currently under lease by Vulcan and Audi Field, the home stadium of the DC United. The eleven-story structure has 344 apartments and 8,536 square feet of ground floor retail. The Company owns 61.37% of the partnership.

Five Year Summary

(Amounts in thousands except per share amounts)

Quarterly Results(unaudited)

(Dollars in thousands except per share amounts)

(a)Earnings per share of common stock is computed independently for each quarter presented. The sum of the quarterly net earnings per share of common stock for a year may not equal the total for the year due to rounding differences.

(b)All prices represent high and low daily closing prices as reported by The Nasdaq Stock Market.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion includes a non-GAAP financial measure 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 measure discussed is pro-rata net operating income (NOI). The Company uses this metric to analyze its continuing operations and to monitor, assess, and identify meaningful trends in its operating and financial performance. This measure is not, and should not be viewed as, a substitute for GAAP financial measures. Refer to “Non-GAAP Financial Measure” below in this annual report for a more detailed discussion, including reconciliations of this non-GAAP financial measure to its most directly comparable GAAP financial measure.

Executive Overview

FRP Holdings, Inc. (“FRP” or the “Company”) 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/mixed-use apartments in Washington, D.C., Greenville, SC, and Florida;

Warehouse or office properties in Maryland, New Jersey and Florida either existing or under development;

Mining royalty lands, some of which will have second lives as development properties;

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 growth. Capital commitments will be funded with cash proceeds from completed projects, existing cash, owned-land, partner capital and financing arrangements. Timing of projects may be subject to delays caused by factors beyond our control.

Reportable Segments

We conduct all of our business in the following four reportable segments: (1) multifamily (2) industrial and commercial (3) mining royalty lands and (4) development. For more information regarding our reportable segments, see Note 10. Business Segments of our consolidated financial statements included in this annual report.

Multifamily Segment.

As of December 31, 2025 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 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.

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.

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, aggregate royalty tons sold were 9.04 million.

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.

In late 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.

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 from management fee revenues from our joint venture partners and interim property rents. The significant cash outlays incurred in this segment are for land acquisition costs, entitlement costs, property taxes, design and permitting, and the personnel costs of our in-house management team (included in general and administrative expenses) and horizontal and vertical construction costs.

Joint ventures where FRP is not the primary beneficiary (including those in the Multifamily Segment) 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):

The major classes of assets, liabilities and equity of the Company’s unconsolidated joint ventures as of December 31, 2025 are summarized in the following two tables (in thousands):

The following table presents the calculation of the Company's pro rata share of certain balance sheet items by segment as of December 31, 2025:

Highlights 2025 compared to 2024:

•48% decrease in Net Income ($3.3 million vs $6.4 million) mainly due to $2.5 million of expenses related to acquiring the Altman Logistics platform. Excluding the $2.5 million of Altman acquisition expenses, adjusted Net income was down $1.1 million primarily due to the Industrial and commercial segment's operating profit decline of $1.4 million.

•0.7% decrease in pro rata NOI ($37.9 million vs $38.1 million) primarily due to a non-recurring $1.85 million minimum royalty payment in last year's third quarter partially offset by a $0.62 million royalty overpayment deduction in the prior year. The one-time, catch-up payment applied to the prior twenty-four months when the tenant failed to meet a production requirement contained in the lease. The revenue from this payment was straight-lined over the life of the lease. Excluding the $1.23 million positive net impact of non-recurring items in last year, adjusted pro rata NOI was up $1.0 million (3%) this year.

•Multifamily segment’s pro rata NOI decreased slightly as improved results at Bryant Street, .408 Jackson and The Verge were offset by reduced occupancy, uncollectable revenue along with higher operating costs and property taxes at Maren and higher than typical maintenance expenses at Dock 79.

•8% decrease in Industrial and Commercial revenue and 14% decrease in that segment’s NOI due to vacancies following an eviction and lease expirations.

•Mining Royalty Lands' Segment's NOI increased slightly. Excluding the $1.23 million non-recurring, positive net impact last year, adjusted pro rata NOI in this segment was up $1.5 million or 11% due to higher royalties per ton.

Executive Summary and Analysis

Results for 2025 were in line with the expectations we outlined earlier this year. Reported net income declined compared to 2024 primarily due to legal expenses associated with the acquisition of Altman Logistics Properties in October 2025. This acquisition was a critical step and tactical change in how we will execute our development strategy and is crucial to pro rata net operating income growth and expanding our asset base for the rest of this decade.

Pro rata Net Operating Income (NOI) for 2025 was down 0.7% compared to the previous year. In 2024, the Mining Royalty Lands segment benefitted from two non-recurring events which had a net positive impact to NOI of ~$1.2M. Adjusting for the $1.2M of non-recurring mining items from 2024, NOI would have been up by ~$1.0M, despite the vacancy and leasing headwinds we faced in our Commercial and Industrial segment.

Looking forward to 2026 and beyond, we will look to generate value in two ways. The first way, and the more immediate return, is through increasing same store industrial and commercial NOI.

Absolutely essential to that is resolving our current industrial vacancies (approximately 400,000 square feet) to restore the segment’s occupancy percentages back to the levels it has traditionally enjoyed. At current market rents, this represents approximately $3-3.5 million in NOI improvement to this segment that can be achieved with minimal capex.

The second way we will generate value is through our development segment. We have three industrial assets under development in Lakeland and Broward County, FL and Minneola, FL, totaling 762,085 square feet of new, Class A industrial space. At lease-up stabilization, these assets represent approximately $9.3M in NOI attributable to the Company. Just as important if not more so was the acquisition of Altman Logistics in late 2025. This purchase included not only equity interests in joint ventures currently under development, but also key personnel who fill roles that were already envisioned as part of our development strategy. These new employees broaden our real estate development capabilities and do so in a manner which we expect to be highly accretive to the business. Prior to this transaction, our only method for expanding outside the Mid-Atlantic was through joint ventures. We saved the time and money of not having to hire new employees and open a new office, but the tradeoff was development fees and equity in successful projects. Through this acquisition, we have not only filled roles necessary to future growth with proven talent, but done so with employees based in markets beyond our historic development footprint that we previously needed joint ventures to enter. The additional cashflows generated from the future sale of our minority interests acquired in the Altman transaction will help fuel our newly expanded development platform. Far more important in terms of strategy and tactics, is the flexibility this transaction gives the Company. We are now able to execute both in-house development as well as fee development, or a hybrid of the two, and do so while generating equity for shareholders rather than giving it up. By acquiring Altman Logistics and its platform, through both the equity interest in projects currently under development and the team that came with it, 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 and in lieu of bringing on additional JV partners. 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 earnings, cash flow, and NAV growth.

COMPARATIVE RESULTS OF OPERATIONS

Consolidated Results

Net income for 2025 was $3,330,000 or $.18 per share versus $6,385,000 or $.34 per share last year. Excluding the $2.5 million of Altman acquisition expenses, adjusted Net Income was down $1.1 million. Pro rata NOI for 2025 was $37,863,000 versus $38,139,000 last year. Excluding the $1.23 million positive net impact of non-recurring items in last year, adjusted pro rata NOI was up $1.0 million (3%) this year. The following items impacted the comparative results:

•Operating profit decreased $4,676,000 impacted by $2,505,000 of expenses related to the Altman Logistics platform acquisition and higher General and administrative expense ($1,041,000 net of $214,000 Development fee revenue and $124,000 of acquisition expenses). General and administrative expense increased primarily due to overlapping compensation as a result of the implementation of our executive succession and transition plan that commenced in June, 2024 along with the new employees from the acquisition. Operating profit at our consolidated Multifamily segment (Dock & Maren only) decreased $1,164,000 due to lower occupancy and higher bad debts along with higher than typical maintenance expenses to upgrade our tenants' experience. Industrial and commercial segment's operating profit declined $1,372,000 because of a $652,000 increase in depreciation expense from completion of our new Chelsea warehouse, as well as lower occupancy due to a tenant default and non-renewing leases. Mining Royalty Land's segment operating profit increased $1,400,000 due to higher per ton royalty revenues and the prior year's overpayment deduction of $619,000.

•Net investment income decreased $2,288,000 due to reduced earnings on cash equivalents ($1,956,000) and reduced income from our lending ventures ($332,000) primarily due to fewer residential lot sales.

•Interest expense decreased $183,000 compared to the same period last year as we capitalized $182,000 more interest. More interest was capitalized due to increased in-house and joint venture projects under development this year compared to last year.

•Equity in loss of Joint Ventures improved $2,254,000 due to improved results at our unconsolidated joint ventures. Results improved $719,000 at Windlass Run Business Park due to improved occupancy, lower variable interest rates ($246,000) and a $302,000 write-off of prior entitlement costs due to the change in use. Bryant Street results improved $1,059,000 due to lower variable interest rates ($732,000) along with a $305,000 improved NOI. Results improved $487,000 at The Verge primarily due to $284,000 lower interest expense following the refinancing in 2024 along with a $131,000 improvement in NOI.

Multifamily Segment (pro rata consolidated and pro rata unconsolidated)

The combined consolidated and unconsolidated pro rata net operating income this year for this segment was $18,110,000, down $67,000 compared to $18,177,000 last year. NOI at Dock 79 was down $160,000 (4%) due to higher than typical maintenance expenses to improve our tenants' experience. Maren NOI was down $457,000 (12%) due to lower occupancy and bad debts ($224,000), higher property taxes ($99,000), and higher than typical maintenance expenses. Bryant Street NOI increased $305,000 (5%) primarily due to improved occupancy, lower bad debts and higher retail revenues. Riverside NOI decreased $29,000 (3%) primarily due to higher property taxes ($53,000). NOI at .408 Jackson increased $143,000 (11%) primarily due to improved rental rates. The Verge NOI increased $131,000 (5%) primarily due to higher occupancy and reduced rent concessions more than offsetting a $128,000 increase in property taxes.

Multifamily Segment (Consolidated - Dock & Maren)

Total revenues for our two consolidated joint ventures (Dock & Maren) were $21,852,000, a decrease of $244,000 versus $22,096,000 last year. Revenues increased $60,000 at Dock 79 due to improved retail billings and Maren revenues decreased $304,000 due to lower occupancy and higher bad debts. Operating expenses increased at both properties due to higher than typical maintenance expenses to upgrade our tenants' experience and higher property taxes. Total operating profit before G&A for the consolidated joint ventures was $4,661,000, down $1,164,000, or 20% versus $5,825,000 last year.

Multifamily Segment (Pro rata unconsolidated)

For our four unconsolidated joint ventures, pro rata revenues were $21,348,000, an increase of $1,012,000 or 5% compared to $20,336,000 in the same period last year as all four projects experienced revenue improvement. Revenues improved at the Verge (up $446,000) due to higher occupancy and lower rent concessions, at Bryant Street (up $262,000) due to improved occupancy, lower bad debts and higher retail revenues, at .408 Jackson (up $229,000) due to improved rates, and at Riverside (up $76,000). Depreciation increased $220,000 primarily due to the write-off of water damaged fixed assets as a result of two small accidental fires. Pro rata operating profit before G&A was $2,165,000 versus $1,605,000 last year, an increase of $560,000 or 35%.

Industrial and Commercial Segment

Total revenues in this segment were $5,150,000, down $471,000 or 8%, over last year. Operating profit before G&A was $1,738,000, down $1,372,000 or 44% from $3,110,000 last year. Depreciation and amortization increased $652,000 primarily due to last April's completion of our 258,000 square foot speculative Chelsea warehouse. Net operating income in this segment was $3,928,000, down $619,000 or 14% compared to last year. Cranberry NOI was down $509,000 due to average occupancy of 58% compared to 92% last year. Chelsea NOI was negative $118,000 due to carry costs. NOI at 34 Loveton was down $67,000 due to average occupancy of 81% compared to 91% last year. Hollander NOI increased $77,000 while it remained fully occupied.

Mining Royalty Lands Segment Results

Total revenues in this segment were $14,380,000, an increase of $1,528,000 or 12% versus $12,852,000 last year. Royalty revenues in the prior year were impacted by the deduction of royalties to resolve an $842,000 overpayment which we referenced previously. During 2024, the tenant withheld $619,000 in royalties otherwise due to the Company. Royalty tons were down 5% primarily due to a decrease at one location that had one-time project specific rail shipments in the prior year. The revenue reduction from the decreased volume was more than offset by (i) increased royalties per ton (up 12.8% excluding the prior year payment deduction) and (ii) the overpayment reduction in the prior year. Total operating profit before G&A in this segment was $13,253,000, an increase of $1,400,000 versus $11,853,000 last year. Net operating income in this segment was $14,613,000, up only $217,000 compared to last year as the higher revenues this year were nearly offset by the $1.23M non-recurring, net positive impact in last year.

Development Segment Results

Joint venture management fee revenues are fees paid to the Company primarily from our three minority ownership warehouse projects acquired October 21, 2025. Development segment operating expenses included $2,381,000 of expenses related to the Altman Logistics platform acquisition.

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 $27.8 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. At quarter-end, 195 lots have been sold and $26.4 million has been returned to the company of which $6.4 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 second quarter of 2026. On October 21, 2025 we purchased the interests of Altman Logistics.

▪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 $87.8M 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.

▪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 Logistic's employees. The following table details the projects purchased and the square feet (SF) of the warehouses:

(1) General Partner investment, distributions will be based upon waterfall model.

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 December 31, 2025, we had $105,361,000 of cash, cash equivalents, and restricted cash. As of December 31, 2025 we had no debt borrowed under our $50 million Wells Fargo revolver, $410,000 outstanding under letters of credit and $49,590,000 available to borrow under the revolver.

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):

Operating Activities -Net cash provided by operating activities for the year ended December 31, 2025 was $30 million versus $29 million last year. The increase was primarily due to increased accounts payables and depreciation mostly offset by a $3.5 million decrease in net income and a $1.7 million increase in deferred and current income taxes.

Investing Activities - Net cash used in investing activities for the year ended December 31, 2025 was $74 million versus $50 million in the same period last year. The $24 million increase was primarily due to the $23.5 million Altman Logistics platform acquisition.

Financing Activities – Net cash used in financing activities was $581,000 versus $13 million provided in the same period last year. The contributions from noncontrolling interests decreased $14 million reflecting Altman Logistics contributions at the higher ownership level prior to the loan closings. We repurchased $464,000 of Company stock in 2025 related to the vesting of equity compensation.

Credit Facilities - On July 21, 2025, the Company entered into a 2025 Amended and Restated Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, N.A. (“Wells Fargo”). The Credit Agreement modifies the Company’s prior Credit Agreement with Wells Fargo, dated December 22, 2023. The Credit Agreement establishes a three-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 December 31, 2025, these covenants would have limited our ability to pay dividends to a maximum of $87 million combined.

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 2-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 2-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 Delray partnership also secured a two-year $7.5 million loan at SOFR plus 3.75% on April 4, 2024 from 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 cash of $75 million into our existing real estate holdings and joint ventures during 2026 and $114 million beyond 2026 for 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 through credit facilities.

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 Pro rata net operating income (NOI), adjusted Pro rata net operating income, and adjusted Net income 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. We provided an adjusted Net Income to adjust for the impact of one-time expenses of the Altman Logistics acquisition, which is a material business combination unlike our historical real estate acquisitions or joint ventures where expenses are capitalized. We also provided adjusted net operating income to adjust for the impact of the one-time material royalty payment in the third quarter of 2024 to better depict the comparable results. Management believes these adjustments provide a more accurate comparison of our on-going business operations and results over time due to the non-recurring, material and unusual nature of these two specific items. These measures are not, and should not be viewed as, a substitute for GAAP financial measures. For ease of comparison all the figures in the tables below include the results for The Verge in the Multifamily segment for all periods shown.

Pro Rata Net Operating Income Reconciliation

Twelve months ended 12/31/25 (in thousands)

Pro Rata Net Operating Income Reconciliation

Twelve months ended 12/31/24 (in thousands)

OFF-BALANCE SHEET ARRANGEMENTS

The Company has outstanding letters of credit described above under “Liquidity and Capital Resources.” The Company has guaranteed debt as described in Note 12 Contingent Liabilities. The Company's unconsolidated Joint Ventures have debt as scheduled under “Investments in Joint Ventures”. The Company does not have any other off-balance sheet arrangements that either have, or are reasonably likely to have, a current or future material effect on its financial condition.

CRITICAL ACCOUNTING POLICIES

Management of the Company considers the following accounting policies critical to the reported operations of the Company:

Net Real Estate Investments and Impairment of Assets. Net real estate investments are recorded at cost less accumulated depreciation and depletion. Depletion expense is computed on the basis of units of production in relation to estimated sand and stone deposits. Provision for depreciation of Net real estate investments is computed using the straight-line method based on the following estimated useful lives:

The Company periodically reviews net real estate investments for potential impairment whenever events or circumstances indicate the carrying amount of a long-lived asset may not be recoverable. This review consists of comparing cap rates on recent cash flows and market value estimates to the carrying values of each asset group. If this review indicates the carrying value might exceed fair value then an estimate of future cash flows for the remaining useful life of each property is prepared considering anticipated vacancy, lease rates, and any future capital expenditures. Changes in estimates or assumptions could have an impact on the Company’s financials.

All direct and indirect costs, including interest and real estate taxes, associated with the development, construction, leasing or expansion of real estate investments are capitalized as a development cost of the property. Included in indirect costs is an estimate of internal costs associated with development and rental of real estate investments. Changes in estimates or assumptions could have an impact on the Company’s financials.

Accounting for Real Estate Investments. The Company accounts for its real estate investments which are not wholly owned using either the cost method, the equity method or by consolidation with related non-controlling interest. Consolidation is required if the Company controls an investment and is the primary beneficiary. Equity method is required when the Company has significant influence over the operating and financial policies of the investment but is not in control or not the primary beneficiary. Cost method applies when the Company does not have significant influence of the operating and financial policies. Significant judgment is required and regular review as the facts change.

Income Taxes. The Company accounts for income taxes under the asset-and-liability method. Deferred tax assets and liabilities represent items that will result in taxable income or a tax deduction in future years for which the related tax expense or benefit has already been recorded in our statement of earnings. Deferred tax accounts arise as a result of timing differences between when items are recognized in the Consolidated Financial Statements compared with when they are recognized in the tax returns. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income. To the extent recovery is not probable, a valuation allowance is established and included as an expense as part of our income tax provision. No valuation allowance was recorded at December 31, 2025, as all deferred tax assets are considered more likely than not to be realized. Significant judgment is required in determining and assessing the impact of complex tax laws and certain tax-related contingencies on the provision for income taxes. As part of the calculation of the provision for income taxes, we assess whether the benefits of our tax positions are at least more likely than not of being sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained upon audit, we accrue the largest amount of the benefit that is more likely than not of being sustained in our consolidated financial statements. Such accruals require estimates and judgments, whereby actual results could vary materially from these estimates. Further, a number of years may elapse before a particular matter, for which an established accrual was made, is audited and resolved.

INFLATION

Most of the Company’s operating expenses are inflation-sensitive, with inflation generally producing increased costs of operations. Substantially all of the Company’s royalty agreements are based on a percentage of the sales price of the related mined items. Substantially all lease agreements provide escalation provisions.