FRP HOLDINGS, INC.

MARCH 31, 2026

(1)Description of Business and Basis of Presentation.

FRP Holdings, Inc. is engaged in the real estate business, namely (i) leasing and management of industrial and commercial properties (the “Industrial and Commercial Segment”), (ii) leasing and management of mining royalty land owned by the Company (the “Mining Royalty Lands Segment”), (iii) real property acquisition, entitlement, development and construction primarily for apartment, retail, industrial, and office (the “Development Segment”), and (iv) management of mixed-use residential/retail properties owned through our joint ventures (the “Multifamily Segment”). Our investments in real estate partnerships not wholly owned by FRP which are conducted through limited liability corporations (“LLC”) are also referred to as joint ventures.

The accompanying consolidated financial statements include the accounts of FRP Holdings, Inc. inclusive of our wholly owned operating real estate subsidiaries, FRP Development Corp., Florida Rock Properties, Inc., and consolidated partnerships Riverfront Investment Partners I, LLC, Riverfront Investment Partners II, LLC, and Camp Lake Venture IA, LLC. Investments in real estate joint ventures not controlled by the Company are accounted for under the equity or cost method of accounting as appropriate (See Note 10). Our ownership of Riverfront Investment Partners I, LLC, Riverfront Investment Partners II, LLC, and Camp Lake Venture IA, LLC includes a noncontrolling interest representing the ownership of our partners. Our consolidated financial statements included a non-controlling interest for Lakeland Logistics Park Venture, LLC and Davie Logistics Park Venture, LLC from their formation in 2024 through October 21, 2025 when we purchased the noncontrolling interest from our partner. All significant intercompany balances and transactions are eliminated in the consolidated financial statements. Certain items in the 2025 financial statements have been reclassified for comparability purposes with the 2026 financials. These reclassifications had no effect on previously reported net income or equity.

These statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement of the results for the interim periods have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The accompanying consolidated financial statements and the information included under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the Company's consolidated financial statements and related notes included in the Company’s Form 10-K for the year ended December 31, 2025.

(2)Recently Issued Accounting Standards.

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

(3)Business Segments.

Our Chief Executive Officer, as the CODM, organizes our company, manages resource allocations and measures performance among ourfour reportable segments: Industrial and Commercial, Mining Royalty Lands, Development, and Multifamily, as described below.

The Industrial and Commercial Segment owns, leases and manages in-service commercial properties. Currently this includesten warehouses inthree business parks, an office building partially occupied by the Company, andtwo ground leases all wholly owned by the Company. This segment will also include joint ventures of commercial properties when they are stabilized.

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

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

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

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

Operating results and certain other financial data for the Company’s business segments are as follows (in thousands):

(4)Long-Term Debt.

The Company’s outstanding debt, net of unamortized debt issuance costs, consisted of the following (in thousands):

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”), effective July 21, 2025. The Credit Agreement modifies the Company’s prior Credit Agreement with Wells Fargo dated December 22, 2023. The Credit Agreement establishes afive-year revolving credit facility with a maximum facility amount of $50 million. The interest rate under the Credit Agreement will be 2.25% over the Daily Simple SOFR in effect. A commitment fee of 0.35% per annum is payable quarterly on the unused portion of the commitment. As of March 31, 2026, there was $6,500,000 debt outstanding on this revolver, $410,000 outstanding under letters of credit and $43,090,000 available for borrowing. The letters of credit were issued to guarantee certain obligations to state agencies related to real estate development. Most of the letters of credit are irrevocable for a period ofone year and typically are automatically extended for additionalone-year periods. The letter of credit fee is 2.25% and applicable interest rate was 5.88% on March 31, 2026. The credit agreement contains affirmative financial covenants and negative covenants, including a minimum tangible net worth. As of March 31, 2026, these covenants would have limited our ability to pay dividends to a maximum of $87.0 million combined.

On March 19, 2021, the Company refinanced Dock 79 and The Maren pursuant to separate Loan Agreements and Deed of Trust Notes entered into with Teachers Insurance and Annuity Association of America, LLC. Dock 79 and The Maren borrowed principal sums of $92,070,000 and $88,000,000 respectively, in connection with the refinancing. The loans are separately secured by the Dock 79 and The Maren real property and improvements, bear a fixed interest rate of 3.03% per annum, and require monthly payments of interest only with the principal due in full April 1, 2033. Either loan may be prepaid subsequent to April 1, 2024, subject to yield maintenance premiums. Either loan may be transferred to a qualified buyer as part of a one-time sale subject to a 60% loan to value, minimum of 7.5% debt yield and a 0.75% transfer fee.

On March 7, 2025 the Lakeland partnership secured a $16.0 million loan with a floating rate equal to SOFR plus 2.75% from Seacoast National Bank. The applicable rate at March 31, 2026 was 6.42%. It is athree-year construction/stabilization loan with atwo-year conditional extension at SOFR plus 2.50% with an interest rate swap conversion option.

On March 13, 2025 the Davie partnership secured a $31.9 million loan with a floating rate equal to SOFR plus 2.75% from Synovus National Bank. The applicable rate at March 31, 2026 was 6.42%. It is athree-year construction/stabilization loan with atwo-year conditional extension at SOFR plus 2.25%.

On July 23, 2025 the Camp Lake partnership secured a $33.0 million loan at SOFR plus 2.75% from Pinnacle Bank. It is athree-year construction/stabilization loan withtwo 1-year conditional extensions.

Debt cost amortization of $109,000 and $65,000 was recorded during the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026 and 2025 the Company capitalized interest costs of $777,000 and $744,000, respectively.

The Company was in compliance with all debt covenants as of March 31, 2026.

(5)Earnings per Share.

The following details the computations of the basic and diluted earnings per common share (in thousands, except per share amounts):

For the three months ended March 31, 2026 and March 31, 2025, the Company had 87,390 and 73,905 shares, respectively, of stock options outstanding which were not used in the calculation above because the effect would have been anti-dilutive.

(6)Stock-Based Compensation Plans.

The Company hastwo Equity Compensation Plans (the 2016 Equity Incentive Plan and it's replacement, the 2026 Equity Incentive Plan) under which outstanding stock options, restricted stock, and stock awards were granted to directors, officers and key employees. The plans permit the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, or stock awards. The options awarded under the plans have similar characteristics. All stock options are non-qualified and expireten years from the date of grant. Stock based compensation awarded to directors, officers and employees are exercisable immediately or become exercisable in cumulative installments of 20% or 25% at the end of each year following the date of grant. When stock options are exercised, the Company issues new shares after receipt of exercise proceeds and taxes due, if any, from the grantee. The number of common shares available for future issuance was 411,224 at March 31, 2026.

On October 21, 2025, the Company completed the closing on its Purchase and Sales Agreement to acquire the business operations and development pipeline of Altman Logistics Properties, LLC, an operating platform of BBX Capital. The Company offered the hired Altman employees project profits interests grants that can be settled in Company stock at the Company’s discretion. These interests were valued by a 3rd party specialist at $796,000 of which $344,000 was earned prior to the acquisition and treated as goodwill on the balance sheet.

The Company utilizes the Black-Scholes valuation model for estimating fair value of stock compensation for options awarded to officers and employees. Each grant is evaluated based upon assumptions at the time of grant. The assumptions wereno dividend yield, expected volatility between 28.5% and 41.2%, risk-free interest rate of 2.0% to 4.5% and expected life of 5.0 to 7.0 years.

The dividend yield ofzero is based on the fact that the Company does not pay cash dividends and has no present intention to pay cash dividends. Expected volatility is estimated based on the Company’s historical experience over a period equivalent to the expected life in years. The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate at the date of grant with a term consistent with the expected life of the options granted. The expected life calculation is based on the observed and expected time to exercise options by the employees.

The Company recorded the following stock compensation expense in its consolidated statements of income (in thousands):

A summary of changes in outstanding options is presented below (in thousands, except share and per share amounts):

The aggregate intrinsic value of exercisable in-the-money options was $64,000 and the aggregate intrinsic value of outstanding in-the-money options was $64,000 based on the market closing price of $21.88 on March 31, 2026 less exercise prices.

The unrecognized compensation cost of options granted to FRP employees but not yet vested as of March 31, 2026 was $419,000, which is expected to be recognized over a weighted-average period of 3.0 years.

A summary of changes in restricted stock awards is presented below (in thousands, except share and per share amounts):

Total unrecognized compensation cost of restricted stock granted but not yet vested as of March 31, 2026 was $3,363,000 which is expected to be recognized over a weighted-average period of 3.3 years.

(7)Contingencies.

The Company may be involved in litigation on a number of matters and is subject to certain claims which arise in the normal course of business. The Company has retained certain self-insurance risks with respect to losses for third party liability and property damage. In the opinion of management, none of these matters are expected to have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.

The Company is subject to numerous environmental laws and regulations. The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations. The Company can give no assurance that previous environmental studies with respect to its properties have revealed all potential environmental contaminants; that any previous owner, occupant or tenant did not create any material environmental condition not known to the Company; that the current environmental condition of the properties will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; and that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to the Company.

As of March 31, 2026, there was $410,000 outstanding under letters of credit. The letters of credit were issued to guarantee certain obligations to state agencies related to real estate development.

The Company and MidAtlantic Realty Partners (MRP) provided a guaranty for the interest carry cost of the $110 million loan on the Bryant Street Partnerships issued in December 2023. The Company and MRP have a side agreement limiting the Company’s guarantee to its proportionate ownership. The value of the guarantee was calculated at $1.5 million based on the present value of our assumption of 0.8% interest savings over the anticipated 36-month term. This amount is included as part of the Company’s investment basis and is amortized to expense over the 36 months. The Company will evaluate the guarantee liability based upon the success of the project and assuming no payments are made under the guarantee, the Company will have a gain of $1.5 million when the loan is paid in full.

On October 21, 2025 in conjunction with the Altman Logistics platform acquisition, FRP Guaranty, LLC (wholly owned by the Company) provided repayment, construction completion, and cost overrun guarantees to the construction lenders at Lakeland, Davie, Delray, Hamilton and Parsippany and the joint venture partners at Delray, Hamilton and Parsippany. As of March 31, 2026, the maximum amount of future payments that FRP Guaranty, LLC could be required to make under its repayment guarantees is $25.0 million on aggregate joint venture indebtedness of $121.7 million. FRP Guaranty, LLC would be required to perform on the guarantees upon a default on a construction loan by a joint venture or to ensure the completion of the construction of a joint venture project. As of March 31, 2026, FRP Guaranty, LLC has been funded with $10.0 million in cash and cash equivalents. The Company believes that the fair values of these guarantees are minimal based on various factors, including the collateral values securing the loans, the status of the applicable development projects, and current expectations regarding the probability of payments being made pursuant to such guarantees.

In November 2023, the Central Florida Expressway Authority (CFX) used its eminent domain power to take title to approximately 27.6 acres from the southern boundary of a parcel of the Company’s approximately 1,196-acre Lake Louisa property that is leased to Cemex. As required by Florida law, CFX deposited $2,582,000 into the registry of the Court, representing CFX’s good faith estimate of the value of the condemned property. As the Company’s tenant, Cemex is claiming a portion of the funds ultimately paid by CFX as business damages. The Company is litigating with CFX over the value of the condemned property. The condemnation proceeding is not expected to impact the lease with Cemex. Management believes that the Company is entitled to compensation in excess of the carrying value of the property. Under the applicable accounting guidance, the Company has not recognized any gain related to this matter in the consolidated financial statements. The ultimate amount and timing of any gain will depend on the final settlement with CFX and Cemex. The Company will recognize the transactions in the period in which the compensation is realized or realizable.

(8)Concentrations.

The mining royalty lands segment has a total offive tenants currently leasing mining locations and one lessee that accounted for 26.9% of the Company’s consolidated revenues during the three months ended March 31, 2026, and $715,000 of accounts receivable at March 31, 2026. The termination of these lessees’ underlying leases could have a material adverse effect on the Company. The Company places its cash and cash equivalents with Wells Fargo Bank and TD Bank. At times, such amounts may exceed FDIC limits.

(9)Fair Value Measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 means the use of quoted prices in active markets for identical assets or liabilities. Level 2 means the use of values that are derived principally from or corroborated by observable market data. Level 3 means the use of inputs are those that are unobservable and significant to the overall fair value measurement.

The fair values of the Company’s fixed rate mortgage notes payable were estimated based on current rates available to the Company for debt of the same remaining maturities. At March 31, 2026, the carrying amount and fair value of such other long-term debt was $180,070,000 and $148,485,000, respectively. At December 31, 2025, the carrying amount and fair value of such other long-term debt was $180,070,000 and $148,736,000, respectively.

(10)Investments in Joint Ventures.

The Company has investments in joint ventures, primarily with other real estate developers. Joint ventures where FRP is not the primary beneficiary are not consolidated and are reflected in the line “Investment in joint ventures”along with $921,000 in Other liabilities on the balance sheet and “Equity in loss of joint ventures” on the income statement. The assets of these joint ventures are restricted to use by the joint ventures and their obligations are non-recourse to FRP as to their principal balances and can only be settled by their assets.

The following table summarizes the Company’s investments in unconsolidated joint ventures (in thousands):

The major classes of assets, liabilities and equity of the Company’s Investments in unconsolidated Joint Ventures as of March 31, 2026 are summarized in the following two tables (in thousands):

The Company’s capital recorded by the unconsolidated Joint Ventures is $7,016,000 less than the Investment in Joint Ventures reported in the Company’s consolidated balance sheet due primarily to capitalized interest.

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

The amount of consolidated retained earnings (accumulated deficit) for these joint ventures was $(39,478,000) and $(37,478,000) as of March 31, 2026 and December 31, 2025, respectively.

The income statements of the Bryant Street Partnerships are as follows (in thousands):

Interest expense for thethree months ended March 31,2026 and 2025 for the the Company share includes $124,000 loan guarantee expense.

The income statements of the Greenville Partnerships are as follows (in thousands):

The income statements of The Verge Partnership are as follows (in thousands):

(11)Subsequent Events.

None.