FRPH · Read the filing

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

Information required in response to Item 7 is included under the caption "Management’s Discussion and Analysis of Financial Condition and Results of Operation" on pages 10 through 21 of the Company’s 2025 Annual Report to Shareholders, and such information is incorporated herein by reference.

Item 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest Rate Risk - We are exposed to the impact of interest rate changes through our SOFR variable-rate borrowings. If SOFR had been 100 basis points higher during 2025 interest incurred would have increased by approximately $40,000.

The following table presents the principal cash flow payments associated with our outstanding consolidated debt by year, weighted average interest rates on debt outstanding each year-end, and fair value of total debt as of December 31, 2025 (dollars in thousands):

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Information required in response to this Item 8 is included under the caption "Quarterly Results" on page 9 and on pages 22 through 41 of the Company's 2025 Annual Report to Shareholders. Such information is incorporated herein by reference.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

Item 9A. CONTROLS AND PROCEDURES.

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer, principal financial officer and chief accounting officer, we conducted an evaluation of our disclosure controls and procedures, as such terms are defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, our principal executive officer, our principal financial officer and our principal accounting officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report.

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer, principal financial officer and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under the framework in the Internal Control-Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

This Annual Report does not include an attestation report of our Independent Registered Public Accounting Firm, Baker Tilly US, LLP, regarding internal control over financial reporting. Management’s report was not subject to attestation by our Independent Registered Public Accounting Firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

CHANGE IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the fourth quarter of 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

INHERENT LIMITATIONS OVER INTERNAL CONTROLS

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

i.pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

ii.provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

iii.provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

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ITEM 9B. OTHER INFORMATION.

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

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PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The Company has adopted a Financial Code of Ethical Conduct applicable to its principal executive officers, principal financial officers and principal accounting officers. A copy of this Financial Code of Ethical Conduct is filed as Exhibit 14 to this Form 10-K. The Financial Code of Ethical Conduct is also available on our web site at www.frpdev.com/investor-relations/corporate-governance/.

The rest of the information required in response to this Item 10 is included under the captions “Our Board of Directors”, “Corporate Governance, ESG and Our Approach to Risk Management”, “Our Executive Officers”, “Securities Ownership” in the Company's Proxy Statement, and such information is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission not later than April 30, 2026.

Item 11. EXECUTIVE COMPENSATION.

Information required in response to this Item 11 is included under the caption “Executive Compensation” in the Company's Proxy Statement, and such information is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission not later than April 30, 2026.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Equity Compensation Plan Information

Plan Category (a) (b) (c)

Equity compensation plans not approved by security holders 0 0 0

1.Column (a) includes 160,165 stock options awards and 6,417 performance share awards granted under our 2016 Equity Incentive Plan. Each performance share award shown in the table represents a right to receive, subject to the satisfaction of certain performance criteria and the recipient’s continued service to the Company, a number of shares of restricted stock, which number will be calculated after the applicable performance period by dividing the pre-determined value of each award by the closing price of our common stock on the date the restricted stock is issued. The aggregate value of the performance share awards shown in table is $146,250. For illustrative purposes, the maximum payout of the

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performance share awards has been assumed, and the number of performance share awards has been calculated using our closing stock price on December 31, 2025 ($22.79). The performance share awards are subject to partial or complete forfeiture if the vesting criteria are not met. Because some or all of the performance share awards may not vest, and because the number of shares of restricted stock to be issued thereunder is dependent on future stock prices, columns (a) and (c) may overstate or understate expected dilution.

2.Because there is no exercise price associated with the performance share awards, the weighted-average exercise price does not take the performance share awards into account.

The remainder of the information required in response to this Item 12 is included under the caption “Securities Ownership” in the Company's Proxy Statement, and such information is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission not later than March 31, 2026.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Information required in response to this Item 13 is included under the captions “Corporate Governance, ESG and Our Approach to Risk Management” and “Our Board of Directors” in the Company's Proxy Statement, and such information is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission not later than April 30, 2026.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Our independent registered accounting firm is Baker Tilly US, LLP, Jacksonville, Florida, Firm 23. Information required in response to this Item 14 is included under the caption “Proposal 2: The Auditor Proposal” in the Company’s Proxy Statement, and such information is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission not later than April 30, 2026.

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PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE.

(a) (1) Financial Statements.

The response to this item is submitted as a separate section. See Index to Financial Statements on page 29 of this Form 10-K.

(3) Exhibits.

The response to this item is submitted as a separate section. See Exhibit Index on pages 27 through 28 of this Form 10-K.

Item 16. FORM 10-K SUMMARY.

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FRP Holdings, Inc.

Date: April 15, 2026 By JOHN D. BAKER III

John D. Baker III

Chief Executive Officer

(Principal Executive Officer)

By MATTHEW C. MCNULTY

Matthew C. McNulty

Treasurer and Chief Financial Officer

(Principal Financial Officer)

By JOHN D. KLOPFENSTEIN

John D. Klopfenstein

Controller and Chief Accounting

Officer (Principal Accounting Officer)

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on April 15, 2026.

/s/ John D. Baker III

John D. Baker III

Chief Executive Officer & Director

(Principal Executive Officer)

/s/ Matthew C. McNulty

Matthew C. McNulty

Treasurer and Chief Financial Officer

(Principal Financial Officer)

/s/ John D. Klopfenstein

John D. Klopfenstein

Controller and Chief Accounting Officer

(Principal Accounting Officer)

/s/ John D. Baker II

John D. Baker II

Executive Chairman Director

/s/ David H. deVilliers, Jr.

David H. deVilliers, Jr.

Vice-Chairman Director

/s/ Matthew S. McAfee

Matthew S. McAfee

Director

s/ Martin E. Stein, Jr.

Martin E. Stein, Jr.

Director

/s/ John S. Surface

John S. Surface

Director

/s/ Nicole B. Thomas

Nicole B. Thomas

Director

/ s/ William H. Walton

William H. Walton

Director

/s/ Margaret Wetherbee

Margaret Wetherbee

Director

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FRP HOLDINGS, INC.

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

EXHIBIT INDEX

Item 15(a)(3)

21.1 Subsidiaries of Registrant at December 31, 2025

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31.1 Certification of John D. Baker III.

31.2 Certification of Matthew C. McNulty.

31.3 Certification of John D. Klopfenstein.

101.INS XBRL Instance Document Taxonomy Extension Schema

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase

101.DEF XBRL Taxonomy Extension Definition Linkbase

101.LAB XBRL Taxonomy Extension Label Linkbase

101.PRE XBRL Taxonomy Extension Presentation Linkbase

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FRP HOLDINGS, INC.

INDEX TO FINANCIAL STATEMENTS

(Item 15(a) (1) and 2))

Page

Consolidated Financial Statements:

Consolidated statements of income 61

Consolidated statements of comprehensive income 62

Consolidated statements of cash flows 64

Consolidated statements of shareholders' equity 65

Notes to consolidated financial statements 66-90

Report of Independent Registered Public Accounting Firm 92

Selected quarterly financial data (unaudited) 40-40

Consent of Independent Registered Public Accounting Firm 28

All schedules have been omitted, as they are not required under the related instructions, are inapplicable, or because the information required is included in the consolidated financial statements.

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-216025) of FRP Holdings, Inc. of our report dated April 15, 2026, relating to the consolidated financial statements, which appears in this Form 10-K for the year ended December 31, 2025.

/s/ Baker Tilly US, LLP

Jacksonville, Florida

April 15, 2026

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FRP Holdings, Inc.

Jacksonville, Florida

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-216025) of FRP Holdings, Inc. of our report dated March 18, 2025, relating to the consolidated financial statements which appear in the Annual Report to Shareholders incorporated by reference herein.

/s/ Hancock Askew & Co., LLP

Jacksonville, Florida

April 15, 2026

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Annual Report 2025

CONSOLIDATED FINANCIAL HIGHLIGHTS

Years ended December 31

(Amounts in thousands except per share amounts)

Gain on sale of real estate and other income $ — 182 (100.0)

Gain (loss) attributable to noncontrolling interest $ (368) 75 N/A

Net income attributable to the Company $ 3,330 6,385 (47.8)

Per common share:

Net income attributable to the Company:

BUSINESS. FRP Holdings, Inc. is a holding company engaged in the real estate business, namely (i) real property acquisition, entitlement, development and construction primarily for apartment, retail, warehouse, and office, (ii) leasing and management of commercial properties owned by the Company, (iii) leasing and management of mining royalty land owned by the Company, (iv) leasing and management of residential apartment buildings. The Company’s operating subsidiaries are FRP Development Corp. and Florida Rock Properties, Inc.

STRATEGY. Our strategy consists of the re-deployment of cash from asset sales, real estate operations, and mining royalties, into new assets that allow management to exploit its knowledge and expertise. The asset classes of choice are mixed-use, industrial, raw land and existing buildings. We invest in these assets on our own or through repeatable strategic partnerships with a focus on core markets with growth potential. Emphasis will be placed on generating returns through opportunistic disposition, as well as cash-flow and long-term appreciation.

OBJECTIVE. We strive to improve shareholder value through (1) active engagement with properties and partners to grow asset value, (2) contributing our operating expertise and connections to maximize net asset value, cashflow and NOI growth, and (3) manage our capital structure in an efficient and responsible manner, with a watchful eye on projected future market conditions and trends to facilitate timely disposition of selected assets, (4) diligent, sustainable growth.

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To Our Shareholders,

Looking back at this time last year, we communicated that 2025 would likely represent a transitional financial year for the Company. That expectation largely proved accurate. Pro rata Net Operating Income (NOI) growth moderated and earnings declined as several multifamily assets moved beyond lease-up, portions of our industrial portfolio entered a new leasing cycle, and broader supply-demand dynamics created headwinds for rent growth and leasing velocity. These developments were largely anticipated and reflect timing within our development and leasing pipeline rather than any deterioration in asset quality or long-term strategy.

Where we fell short as a Company was setting the company up for growth in 2026. We expected to lease up our most recent spec warehouse and shore up vacancies in our same store assets and we didn’t. On top of that, we made an acquisition that while necessary and accretive for the long-term future of the company, also adds additional general and administrative expense, depreciation, and interest expense. Any growth in NOI in 2026 will be marginal. Funds From Operations (FFO), which most of our real estate peers use as the best metric for tracking operational cash flow, will be down.

Increased expenses, depressed cash flows- these are not traditionally the ingredients for success in the short term for the performance of a stock. These metrics also do not tell the full story of everything we set in motion in 2025. This past year was incredibly important strategically for the long-term performance of the Company. The acquisition of the Altman Logistics Properties platform expands our operating footprint into Florida and New Jersey — markets with strong demographic trends, logistics demand, and long-term capital interest. Equally important, the acquisition strengthened our internal talent base, broadened our development pipeline, and expanded relationships with equity partners, lenders, and operating counterparties. Together, these enhancements position the Company to grow both durable cash flow and net asset value over time. The increase in expenses are an alternative to expansion via a joint venture strategy that we have pursued in the past. While minimizing G&A initially, this strategy is paid for through development fees, and far more significantly, with equity in a successful project. Because of this acquisition, we not only have key personnel who fill roles that were already envisioned as part of our development strategy, but these new employees are based in the markets that we could only enter via our previous joint venture strategy. We are now able to execute our traditional in-house development as well as take on fee development opportunities, or execute a hybrid of these two models. This will allow us to generate

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equity in successful projects rather than giving it up. By acquiring Altman Logistics and its platform, we are in the markets we want to be in, have the people we need to grow, have projects underway capable of carrying the cost of this human capital, and can scale beyond our current size disproportionately to G&A growth. We have enhanced our flexibility in how we grow, can earn development fees instead of paying them, can generate equity in successful projects instead of giving it up, and compound these savings into additional projects under the same platform. The combination of development fees and loss in equity on a project can range from 3-15% of total project costs, so reversing that flow of cash and equity is not insignificant to the Company in terms of future financial performance.

This acquisition has refined and augmented a platform and pipeline that management expects will drive earnings and earnings growth, operational cash flow, and net asset value, which we believe we will accomplish through three complementary drivers of value: (1) durable cash flow from mining royalties, (2) operational execution and same-store growth, and (3) development and disciplined capital deployment.

We are fortunate to have as tenants some of the best operators in the aggregates business. They have continued to push price aggressively which is why we saw a $1.5 million improvement in royalty revenue in 2025 despite 500,000 fewer tons mined. Given our market concentration in Florida, I would expect volumes to be flat if not slightly down in 2026 given a relative softening in private construction (with the glaring exception of data centers) and housing starts. Our royalty agreements are based on the previous year's average sales price, so if pricing growth softens, it won't affect our royalty on the price side for another year. Historically, the Florida aggregates market is the tail of the whip in terms of market cyclicality, but that's generally a good thing. We have the utmost confidence in the long term direction of this segment because of the strength of the markets our assets serve and the operating skill of our tenants. It is for those very reasons that this segment has long been a significant cash flow generator for the company and why we have been able to put money towards development at conservative leverage levels relative to your typical developer.

Improving same-store occupancy and performance across our existing assets remains a near-term priority. Multifamily performance, particularly within our Washington DC submarkets, has faced supply pressures and regulatory challenges, though early signs of stabilization are emerging. Industrial vacancies tied to newly delivered buildings or recent move-outs and existing vacancy represent embedded NOI growth as leasing progresses. Fully occupied at current market rates, the

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vacancies in our current assets represent approximately $3-$3.5 million in NOI growth—growth we can achieve with minimal capital expenditures. It may take a year, it may take two, but we will have our current industrial assets back to the occupancy levels we have historically enjoyed.

Development, and industrial development in particular, continues to be our primary engine for long-term value creation. Our expanded industrial pipeline is set to deliver value in two distinct ways. The merchant development program we acquired from our purchase of Altman Logistics Properties will generate cash from sales upon stabilization. More in line with our traditional growth model are our industrial assets under development in Lakeland and Broward County and Minneola, FL. When these assets reach stabilization in approximately 2028, they will represent approximately $9.3 million in NOI attributable to the Company.

As an asset class, industrial has always been an operating business—more so than ever as industrial moves past the covid surge and into a more normalized environment. Success will require disciplined underwriting and talent in execution, both by leveraging networks to find off market deals in infill locations and developing assets under budget. If assets are well executed and in the right location, a properly capitalized company that underwrites realistically won’t put themselves in a bad place on the front end and won’t have to force anything in terms of leasing and sales that it will regret five years down the line. Talent, discipline, location, and capital have always been the ingredients for success in real estate. Going forward they are an absolute necessity. Our strategy remains concentrated in Florida, New Jersey, and Maryland — markets we know well and where long-term demand drivers remain intact. Each benefits from population density, critical infrastructure, and barriers to entry that constrain supply in well-located submarkets. While near-term conditions vary, these regions serve as essential nodes within the national logistics network, and we invest with that durability in mind.

I have touched on this several times in the past, but anyone who has looked at our sum of the parts valuation will have noticed that the market tends to only give this Company credit for its income producing assets. Anything under development is essentially free for anyone who buys our stock. What that tells me is that the market considers us a “show me” story. Over the next several years, the ratio of our income producing assets to assets under development will shift significantly. When the assets currently under development are producing cash flows, I refuse to believe that the market will continue to look at this company and say “your dollar is worth sixty cents.” As is typical in real estate development cycles, periods of elevated investment, integration, and leasing activity can temporarily

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pressure reported earnings. Incremental general and administrative costs, depreciation, financing expenses, and capital deployment associated with newly acquired and developing assets will continue to depress near-term financial results. GAAP earnings may therefore understate underlying value creation, while FFO may reflect some continued short-term pressure. Reported results will likely remain mixed until assets under development stabilize, vacancies are leased, and the next phase of earnings and NAV expansion is realized. Said simply, I know that 2026 is likely to be a mixed bag in much the way 2025 was. I also know that is frustrating for any shareholder looking for an immediate turn around to this year. But more important to me is knowing where the Company is headed. For a public company, even a small-cap public company, management and board ownership of this company is disproportionately large. Because insider ownership is so prevalent, there can be no doubt regarding alignment between management and shareholders. When we make capital decisions, we make them based on long-term value creation, even if they come at the expense of short-term results. Because of where we are and where we are going, our chairman bought 14,971 shares in 2025, and I bought 4,166. I won’t speak for him, but I intend to buy just as much in 2026. With the assets, balance sheet, and talent at this Company’s disposal, it is an investment I am only too happy to make, because I am confident that the market will ultimately recognize the value we are set to create with our same store growth and development pipeline. When we do, it will be hard to ignore.

Sincerely,

John D. Baker III

Chief Executive Officer

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FORWARD LOOKING STATEMENTS

Certain matters discussed in this report contain forward-looking statements, including without limitation relating to the Company's plans, strategies, objectives, expectations, intentions, capital expenditures, future liquidity, and plans and timetables for completion of pending development projects. The words or phrases “anticipate,” “estimate,” ”believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions identify forward-looking statements. The following factors and others discussed in the Company’s periodic reports and filings with the Securities and Exchange Commission are among the principal factors that could cause actual results to differ materially from the forward-looking statements: levels of construction activity in the markets served by our mining properties; availability and terms of financing; competition; interest rates, inflation and general economic conditions; demand for flexible warehouse/office facilities in the Mid-Atlantic and Florida; multifamily demand in Washington D.C. and Greenville, South Carolina; and ability to obtain zoning and entitlements necessary for property development. However, this list is not a complete statement of all potential risks or uncertainties.

These forward-looking statements are made as of the date hereof based on management’s current expectations, and the Company does not undertake an obligation to update such statements, whether as a result of new information, future events or otherwise. Additional information regarding these and other risk factors may be found in the Company’s other filings made from time to time with the Securities and Exchange Commission.

OPERATING PROPERTIES

The Company owns (predominately in fee simple but also through ownership of interests in joint ventures) approximately 21,485 acres of land in Florida, Georgia, Maryland, Virginia, South Carolina, and the District of Columbia. This land is held by the Company in four distinct segments: (i) Industrial and Commercial Segment (land owned and operated as income producing rental properties in the form of commercial properties), (ii) Mining Royalty Lands Segment (land owned and leased to mining companies for royalties or rents), (iii) Development Segment (land owned or joint ventures held for investment to be further developed for future income production or sales to third parties), and (iv) Multifamily Segment (ownership, leasing and management of buildings through joint ventures).

Industrial and Commercial Segment. As of December 31, 2025, the Industrial and Commercial Segment includes ten buildings at five commercial properties owned by the Company in fee simple as follows:

1)34 Loveton Circle in suburban Baltimore County, MD consists of one office building totaling 33,708 square feet which is 59.3% occupied (25% of the space is occupied by the Company for use as our Baltimore headquarters). The property is subject to commercial leases with various tenants.

2)155 E. 21st Street in Duval County, FL was an office building property that remains under lease through March 2026. We permitted the tenant to demolish all structures on the property during 2018.

3)Cranberry Run Business Park in Harford County, MD consists of five industrial buildings totaling 267,737 square feet which are 43.4% leased and occupied. The property is subject to commercial leases with various tenants.

4)Hollander 95 Business Park in Baltimore City, MD consists of three industrial buildings totaling 247,340 square feet that are 100.0% leased and occupied.

5)755 Chelsea Road in Harford County, MD is a 258,279 square foot speculative industrial building. Our Development segment completed construction and it moved to this segment as of April 1, 2025.

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Mining Royalty Lands Segment – Mining Properties. The Company owns a fee simple interest in 14 open pit aggregates quarries located in Florida, Georgia and Virginia, which comprise approximately 16,640 total acres. The Company’s quarries are subject to mining leases with various tenants, including Vulcan Materials, Martin Marietta, Cemex, Quikrete, and The Concrete Company. Aggregates consist of crushed stone, sand, gravel, fill dirt, limestone, granite and calcium and are used primarily in construction applications.

Ten of the Company’s quarries (located in Grandin, FL, Fort Myers, FL, Keuka, FL, Newberry, FL, Astatula, FL, Lake Louisa, FL, Columbus, GA, Macon, GA, Tyrone, GA, and Manassas, VA; totaling 15,058 acres) are currently being mined, and four of the Company’s quarries (located in Marion County, FL, Astatula, FL, Lake Sand, FL and Forest Park, GA; totaling 1,582 acres) are leased but are not currently being mined. Our typical mining lease requires the tenant to pay the Company a royalty based on the number of tons of mined materials sold from our mining property during a given fiscal year multiplied by a percentage of the average annual sales price per ton sold. In certain locations, typically where the sand and stone deposits on the property have been depleted but the tenant still has a need for the leased land, we collect a minimum annual rental amount. In the fiscal years ended December 31, 2025, 2024 and 2023, aggregate tons sold with respect to the Company’s mining properties were approximately 8,845,000, 9,351,000 and 9,569,000, respectively.

Mining Royalty Lands Segment - Brooksville Joint Venture. In 2006, a subsidiary of the Company entered into a joint venture agreement with Vulcan Materials Company to jointly own and develop approximately 4,280 acres of land near Brooksville, Florida as a mixed-use community. In April 2011, the Florida Department of Community Affairs issued its final order approving the development of the project consisting of 5,800 residential dwelling units and over 600,000 square feet of commercial and 850,000 square feet of light industrial uses. Zoning for the project was approved by the County in August 2012. Vulcan Materials still mines on the property and the Company receives 100% of the royalty on all tons sold at the Brooksville property. In the fiscal years ended December 31, 2025, 2024, and 2023, aggregate tons sold were approximately 198,000, 203,000 and 239,000, respectively.

Mining Royalty Lands Segment - Other Properties. The segment also owns an additional 36 acres of investment property in Brooksville, Florida.

Additionally, these locations provide us with opportunities for valuable “second lives” for these assets through proper land planning and entitlement.

Significant “2nd life” Mining Lands:

Location Acreage Status

Development Segment – Industrial and Commercial Land.

At December 31, 2025, this segment owned the following future development parcels:

1)54 acres of land that will be capable of supporting over 635,000 square feet of industrial product located at 1001 Old Philadelphia Road in Aberdeen, MD (Crouse land adjacent to Cranberry Business Park).

2)170 acres of land in Cecil County, MD that can accommodate 900,000 square feet of industrial development.

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Development Segment – Land Held for Development or Sale.

At December 31, 2025, this segment was invested in the following development parcels:

1)Riverfront on the Anacostia: The Riverfront on the Anacostia property is a 5.8-acre parcel of real estate in Washington, D.C. that fronts the Anacostia River and is adjacent to the Washington Nationals Baseball Park. A revised Planned Unit Development (PUD) plan was approved in 2012 and permitted the Company to develop, in four phases, a four-building, mixed-use project, containing approximately 1,161,050 square feet. The approved development includes numerous publicly accessible open spaces and a waterfront esplanade along the Anacostia River. Phase 1 and 2 (Dock 79 & The Maren) are in the multifamily segment. The final two phases, Phase 3 and Phase 4 obtained second-stage PUD approval on October 10, 2025, permitting approximately 602,553 square feet of apartments (~590 units) with first floor retail. The PUD requires Phase 4 construction to commence within 3 years and commencing Phase 3 construction within 3 years after obtaining the Phase 4 certificate of occupancy. The net book value of this property is $9.0 million.

2)Square 664E: The Company’s Square 664E property is approximately two acres situated on the Anacostia River at the base of South Capitol Street less than half a mile down river from our Riverfront on the Anacostia property. This property is currently under lease to Vulcan Materials for use as a concrete batch plant through 2026. In March 2017, reconstruction of the bulkhead was completed at a cost of $4.2 million in anticipation of future high-rise development. The net book value of this property is $7.0 million.

3)Hampstead Trade Center: The Hampstead Trade Center property in Carroll County, MD is a 118-acre parcel located adjacent to the State Route 30 bypass. The parcel was previously zoned for industrial use, but our request for rezoning for residential use was approved in December 2018. Management believes this to be a higher and better use of the property. We are fully engaged in the formal process of seeking PUD entitlements for this tract, which is now known as “Hampstead Overlook”. This property is classified as Real estate held for investment, at cost on the balance sheet.

4)Windlass Run: In March 2016, the Company entered into an agreement with St. Johns Properties Inc., a Baltimore development company, to jointly develop the remaining lands of our Windlass Run Business Park, located in Middle River, MD, into a multi-building business park consisting of approximately 329,000 square feet of single-story office and retail space. The project will take place in several phases. Construction of the first phase, which includes two office buildings and two retail buildings totaling 100,030-square-feet (inclusive of 27,950 retail), commenced in the fourth quarter of 2017 and was completed in January 2019. At December 31, 2025 Phase I was 87.2% leased and occupied. In 2024, the partnership agreed to spend up to $1.0 million dollars to amend and modify 218,620 square feet of office and retail development for 153 for rent residential units, up to four (4) one-acre retail lots for ground lease opportunities, and maintain the flexibility to construct a single-story office building totaling 21,760 square feet.

5)Aberdeen Overlook: In October 2021, the Company entered into a loan agreement with CBR Aberdeen, LLC for $31.1 million in exchange for an interest rate of 10% and a 20% preferred return after which the Company is also entitled to a portion of proceeds from sales from a residential land development in Harford County, MD.

6)Estero: In August 2022, the Company invested $3.6 million for a 16% interest in a joint venture with Woodfield Development to purchase and develop 46 acres in Estero, FL into a mixed-use project with 596 multifamily units, 60,000 square feet of commercial space, 20,000 square feet of office space and a boutique 170-key hotel. While the joint venture rezoned the property, the Company received a preferred return of 8% with an option to roll its investment into equity in the vertical development or exit at that point. On September 12, 2025, we secured construction financing for the first phase (296 multifamily units and 28,745 square feet of retail) and agreed to invest $7.7 million to maintain our 16% interest.

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7)Buzzard Point: In November 2022, the Company entered into a contribution agreement with MRP and Steuart Investment Company (SIC) regarding potential development of an estimated 1,200 multifamily units in four phases on land owned by SIC. The Company entered into a separate agreement with MRP to perform pre-development obligations for the contribution agreement. The Company owns 50% of the partnership with MRP.

8)Woven: In August 2023, the Company entered into an agreement with Woodfield Development for the acquisition and development our third multifamily project in Greenville, SC. On May 30, 2025, we secured construction financing for the $87.8M project with 214 units and 13,500 square feet of ground floor retail that is eligible to receive South Carolina Textile Rehabilitation Credits upon substantial completion and received Special Source Credits equal to 50% of the real estate taxes for a period of 20 years. The project broke ground during the 3rd quarter and substantial completion of the project is expected in late 2027.

9)We entered into two new joint venture agreements in early 2024 with Altman Logistics. The first joint venture is a 201,420 square-foot warehouse development project in Lakeland, FL, and the second joint venture is a two building 183,215 square-foot warehouse redevelopment project in Broward County, FL. We closed on both construction loans in March, 2025 and construction commenced in the second quarter of 2025. Substantial completion of both projects is expected in the second quarter of 2026. On October 21, 2025 we purchased the interests of Altman Logistics in these two joint ventures and now own 100% of both of these projects.

10)Camp Lake: On July 23, 2025, we entered into a joint venture agreement with Strategic Real Estate Partners (“SREP”), a private real estate development firm which specializes in industrial real estate development, to develop 377,892 square feet in two warehouses in Lake County, Florida near Orlando, with options for investment in additional industrial warehouses on adjacent properties in the future. Substantial completion of the first warehouse is expected in the first quarter of 2027.

11)Altman Logistics business acquisition: On October 21, 2025, the Company completed the closing on its Purchase and Sales Agreement to acquire the business operations and development pipeline of Altman Logistics Properties, LLC, an operating platform of BBX Capital. The following table details the projects purchased and the square feet (SF) of the warehouses:

City Street Address 36’ Clear Height SF Ownership Acquired Status

Parsippany, NJ 8 Lanidex Plaza W. 140,031 10% (1) Substantial completion Q2 2026

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

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,

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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.

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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)

Years Ended December 31,

Summary of Operations:

Per Common Share:

Financial Summary:

Other Data:

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Quarterly Results (unaudited)

(Dollars in thousands except per share amounts)

For the Quarter Ended Total Fiscal Year 2025

Earnings per common share (a):

Net income attributable to the Company-

Market price per common share (b):

For the Quarter Ended Total Fiscal Year 2024

Earnings per common share (a):

Net income attributable to the Company-

Market price per common share (b):

(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

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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-

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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.

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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):

Lending ventures — % 14,803 — — —

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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):

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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:

Noncontrolling interest in consolidated debt (81,407) (81,407)

Deferred income taxes (66,900)

Other liabilities and noncontrolling interest adjustment (4,671)

Consolidated shareholder's equity $ 428,513

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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.

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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.

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COMPARATIVE RESULTS OF OPERATIONS

Consolidated Results

(dollars in thousands) Twelve Months Ended December 31,

Revenues:

Joint venture management fee revenue 214 — 214

Cost of operations:

(Loss) gain on sale of real estate — 182 (182) -100.0 %

Income (loss) attributable to noncontrolling interest (368) 75 (443) -590.7 %

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

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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)