SCHEDULE: Baker Family Boosts FRP Holdings Stake to 19.4%

Key insiders John D. Baker II and Edward L. Baker II, along with a family trust, have increased their collective beneficial ownership in FRP Holdings, Inc. to 19.4%.

Summary

• The filing is Amendment No. 3 to Schedule 13D for FRP Holdings, Inc., reporting changes in beneficial ownership by John D. Baker II, Edward L. Baker II, and the Separate Trust for John D. Baker II (JDB Trust).
• The amendment reports an increase in the collective beneficial ownership of the Reporting Persons to an aggregate of 3,717,481 shares of Common Stock, representing 19.4% of the outstanding shares.
• The JDB Trust purchased 478,468 shares of Common Stock from CLB 1965, LLC, an affiliate of a family member, for approximately $10,000,000 on March 23, 2026.
• John D. Baker II was awarded 1,356 shares on March 5, 2025, and purchased an aggregate of 14,971 shares in open market transactions in March and November 2025 for approximately $380,730.
• John D. Baker II also transferred 164,472 shares in January 2026 and distributed 146,163 shares in February 2026 among family trusts, including transfers to Edward L. Baker II's living trust and the John D. Baker II 2018 Irrevocable Trust FBO Edward L. Baker II.
• As of the filing date, John D. Baker II beneficially owns 3,410,753 shares (17.7%), and Edward L. Baker II beneficially owns 3,356,971 shares (17.5%).
• The Reporting Persons intend to hold their shares for investment purposes and have no present plans for extraordinary corporate transactions, changes in management, capitalization, or business structure.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong positive signal. The increased insider ownership, particularly the substantial purchase by the JDB Trust, indicates high confidence from key individuals in the company's future value and strategic direction.

Positives

• Increased beneficial ownership by key insiders and a related family trust, signaling strong confidence in FRP Holdings, Inc.'s future prospects.
• John D. Baker II, Executive Chairman, continues to receive awards under the Issuer's incentive compensation policies, aligning management interests with shareholders.

Future Outlook

The Reporting Persons currently intend to hold their shares of Common Stock for investment purposes. They will continuously review their investments and may, in the future, acquire additional securities, dispose of all or a portion of their holdings, or take other courses of action based on various factors including the Issuer's business and prospects, economic conditions, and market prices.

Management Comments

• John D. Baker II serves as the Executive Chairman of the board of directors of the Issuer and will continue to participate in and receive awards granted to directors under the Issuer's incentive compensation policies for as long as he serves as a director of the Issuer.

Industry Context

StockSavvy.ai notes that a significant increase in beneficial ownership by key insiders, particularly the Executive Chairman and related family trusts, often signals strong internal confidence in the company's long-term strategy and value proposition. This can be viewed positively by the market, suggesting that those with the most intimate knowledge of the company believe its shares are undervalued or poised for growth.

Comparison to Industry Standards

• This filing primarily concerns changes in beneficial ownership by insiders rather than operational or financial results, making direct comparisons to industry-standard performance metrics or specific comparable company projects and results not directly applicable.
• However, the level of insider ownership (19.4% collectively) is substantial and generally considered a positive indicator of alignment between management/major shareholders and the company's long-term success, often exceeding typical institutional investor stakes in many public companies.

Related Party Transactions

• The JDB Trust purchased 478,468 shares of Common Stock from CLB 1965, LLC, which is identified as an affiliate of a family member.

Stakeholder Impact

• Shareholders: Increased insider ownership can be perceived as a positive sign of management's commitment and belief in the company's long-term value, potentially boosting investor confidence.
• Management: John D. Baker II's continued role as Executive Chairman and receipt of incentive awards align his interests with the company's performance.

Next Steps

• Reporting Persons intend to continuously review their investments in the Issuer.
• Reporting Persons may acquire additional securities of the Issuer through open market purchases, private agreements, or otherwise.
• Reporting Persons may dispose of all or a portion of the securities of the Issuer owned by them.

Key Dates

Recommendation

The significant increase in beneficial ownership by key insiders, including the Executive Chairman and a major family trust, signals strong confidence in FRP Holdings, Inc.'s long-term prospects. While this filing does not provide operational or financial performance data to warrant a 'buy' recommendation, the substantial insider commitment suggests a 'hold' position is prudent for existing investors, and it may warrant further investigation for potential new investors, as it indicates a positive internal outlook.

Keywords

FRP Holdings, Schedule 13D, beneficial ownership, insider ownership, John D. Baker II, Edward L. Baker II, common stock, investment, corporate governance