FRP Holdings Inc 2025年度报告

Table of contents Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes [X] No [_] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer [_] Non-accelerated filer [X] Smaller reporting company [X] Emerging growth company [_] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_] Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. [_] If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. [_] Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). [_] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [_] No [X] The number of shares of the registrant’s common stock outstanding as of April14, 2026 was 19,169,835.The aggregate market value of theshares of Common Stock held by non-affiliates of the registrant as of June 30, 2025, the last day of business of our most recently completedsecond fiscal quarter, was $390,316,985.Solely for purposes of this calculation, the registrant has assumed that all directors, officers and tenpercent (10%) shareholders of the Company are affiliates of the registrant. DOCUMENTS INCORPORATED BY REFERENCE Portions of the FRP Holdings, Inc. 2025 Annual Report to Shareholders are incorporated by reference in Parts I and II. Portions of the FRP Holdings, Inc. Proxy Statement which will be filed with the Securities and Exchange Commission not later than April 30,2026 are incorporated by reference in Part III. FRP HOLDINGS, INC.FORM 10-KFOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities16Item 6.[Reserved]16Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations17Item 7A.Quantitative and Qualitative Disclosures about Market Risk17Item 8.Financial Statements and Supplementary Data17Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure17Item 9A.Controls and Procedures17Item 9B.Other Information19Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections19 PART III Item 10.Directors, Executive Officers and Corporate Governance20Item 11.Executive Compensation20Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters20Item 13.Certain Relationships and Related Transactions, and Director Independence21Item 14.Principal Accounting Fees and Services21 PART IV Item 15.Exhibits and Financial Statement Schedules22Item 16.Form 10-K Summary22Signatures23 Preliminary Note Regarding Forward-Looking Statements.Certain matters discussed in the report contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). 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-lookingstatements. Such statements reflect management’s current views with respect to financial results related to future events and arebased on assumptions and expectation