FRPH 10-K & 10-Q changes, risk factors and insider trading

A decline in the economic conditions in Baltimoreour and Washington, D.C.core markets could adversely affect our business.

The majority of our stabilized properties are located in the Baltimore areaarea, Washington, D.C., and Washington,Greenville, D.C.South Carolina. We are, therefore, subject to increased exposure to (positive or negative) economic factors and other competitive factors specific to markets in confined geographic areas. Our operations may also be affected if too many competing properties are built in these markets. An economic downturn in these markets resulting from factors outside of our control could adversely affect our operation. Such a downturn could be triggered by such factors as the downsizing or relocation of government jobs, crime, acts of terrorism, or natural disasters. We cannot be sure that these markets will continue to grow or demand the type of assets in our portfolio.

We conduct a significant portion of our operations through joint ventures, which may lead to disagreements with our joint venture partners and adversely affect our interests in the joint ventures.ventures, may expose us to liability under completion guarantees and impose development management responsibilities on us in certain joint ventures in which we are a minority partner.

Climate change presents an array of risks to real estate companies due to sea level rise, flooding, extreme weather, strongerchanging stormsweather patterns and ocean currents, stronger storms, human migration.migration, and supply chain disruptions. A significant number of our properties are located in areas that are susceptible to hurricanes, tropical storms, flooding, sea level rise and other natural disasters. We have accounted for the risk of flooding and sea level rise in the design of our Riverfront on the Anacostia development. Future developments, including potential “second life” uses of our mining properties, could be impacted by these factors and the impacts that they have on human behavior. Weather conditions could disrupt the business of our tenants, which may affect the ability of some tenants to pay rent and/or their willingness to remain in or move to affected areas. [Additionally, the cost of insurance associated with our properties has increased, and future weather conditions may cause premiums to increase in the future.]

We self-insure for claims exposure outside of our coverage resulting from property damage, workers’ compensation, auto liability, general liability and employees’ health insurance. We also are responsible for our legal expenses relating to such claims. We maintain insurance above the amounts for which we self-insure with licensed insurance carriers. Although we believe the aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that one or more claims could exceed our aggregate coverage limits. Additionally, there are certain losses, such as losses from hurricanes, terrorism, wars or earthquakes, where insurance is limited or not economically justifiable. If the Company experiences an uninsured loss of real property, we could lose both the invested capital and anticipated revenues associated with such property. We accrue currently for estimated incurred losses and expenses and periodically evaluate and adjust our claims’ accrued liability to reflect our experience. However, ultimate results may differ from our estimates, which could result in losses greater than accrued amounts.

We use debt to finance our operations, including acquisitions of properties. As of December 31, 2024,2025, we had outstanding non-recourse mortgageconsolidated indebtedness of $180,070,000,$193,958,000, secured by developed real estate properties having a carrying value of $239,436,000.$276,460,000. Our use of debt may have adverse consequences, including the following:

As of MarchJune 31,30, 2026, 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. The six multifamily properties are as follows:

As of MarchJune 31,30, 2026, the Industrial and Commercial Segment includes five commercial properties owned by the Company in fee simple as follows:

2)155 E. 21st Street in Duval County, FL was anformerly prior officea building property (now a vacant parcel) that remained under lease through March 31, 2026. The lease expired April 1, 2026 and this vacant parcel has minimal value.

3)Cranberry Run Business Park in Harford County, MD consists of five industrial buildings totaling 267,737 square feet which are 43.4%49.0% leased and 43.4% occupied. The property is subject to commercial leases with various tenants.

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, 2025,2025 aggregateand six months ending June 30, 2026, royalty tons sold were 9.04 million.million and 4.9 million, respectively.

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, Summit MaterialsQuikrete and The Concrete Company.

At MarchJune 31,30, 2026, this segment owned the following future development parcels:

At MarchJune 31,30, 2026, 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 1I and 2II (Dock 79 & The Maren) are in the multifamily segment. The final two phases, Phase 3III and Phase 4IV 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 4IV construction to commence within 3 years and commencing Phase 3III construction within 3 years after obtaining the Phase 4IV certificate of occupancy. Phase IV under entitlement consisting of 281 units and 6,000 sq ft of ground-floor retail. The net book value of this property is $9.3$9.9 million.

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 MarchJune 31,30, 2026 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.

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 of 2025 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 secondthird 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.

The major classes of assets, liabilities and equity of the Company’s unconsolidated joint ventures as of MarchJune 31,30, 2026 are summarized in the following two tables (in thousands):

The following table presents the calculation of the Company's pro rata share of certain balance sheet items by segment as of MarchJune 31,30, 2026:

FirstSecond Quarter Financial Highlights

•Net loss attributable to the Company of ($0.7$0.3) million vs $1.7$0.6 million net income primarily due to $1.5$0.8 million increase in G&A, $0.9$1.1 million lower interest income, and lower occupancy in our Multifamily and Industrial segments.

•5%3% decrease in pro rata NOI ($8.9$9.4 million vs $9.4$9.7 million) driven by lower occupancy and elevated costs in the Multifamily segment,and Industrial and Commercial segments, partially offset by strong Mining Royalty Lands performance.

•12%9% decrease in the Multifamily segment’s pro rata NOI primarily due to lower occupancyoccupancy, higher rent concessions, bad debts, and higheroperating costsexpenses at our DC assets.

•15%12% increase in Mining Royalty Lands segment NOI driven by a 7.9%6.8% rise in royaltiesroyalty tons and a 6.5%5.4% increase in royalty revenue per ton.

Comparative Results of Operations for the three months ended MarchJune 31,30, 2026 and 2025

Net loss attributable to the Company for the firstsecond quarter of 2026 was $(687,000259,000) or $(.04.01) per share versus income of $1,710,000$578,000 or $.09$.03 per share in the same period last year. Pro rata NOI for the firstsecond quarter of 2026 was $8,861,000$9,371,000 versus $9,364,000$9,688,000 in the same period last year. The firstsecond quarter of 2026 was impacted by the following items:

•Operating profit decreased $1,813,000$198,000 primarilyor due to $1,508,000 higher General & administrative costs. G&A costs included $311,000 higher audit fees, $173,000 of valuation and accounting consulting fees, $110,000 of IT consulting, and higher wages, all primarily related to the Altman acquisition.12%. The consolidated portion of the Multifamily segment (Dock/Maren) decreased $357,000$274,000 due to uncollectablelower revenueoccupancy, rent concessions, and higher operating expenses and property taxes.costs. The Industrial and Commercial segment operating profit declined $462,000 with $298,000$446,000 due mainly to $218,000lease of depreciation and $80,000 of carrying costs on our Chelsea spec warehouse placed in service in April 2025 along with non-renewing leases.expirations. Mining Royalty Land's segment operating profit increased $432,000$339,000 due to higher royalty tons and revenues less related depletion. Development segment operating profit increased $82,000$985,000 due to joint venture management fee revenues ($195,000), and the prior year including Altman acquisition expenses ($713,000), partially offset by less capitalized real estate taxes.taxes ($65,000). General & administrative costs increased $802,000 due to higher personnel costs ($901,000, primarily Altman acquisition related), increased legal fees related to replacing our equity incentive plan, the acquisition, and other one-time events ($111,000), higher acquisition-related IT and other professional fees ($94,000), partially offset by increased labor capitalization ($328,000).

•Net investment income decreased $873,000$1,111,000 because of reduced earnings on cash equivalents ($650,000$619,000) due to lower balances and interest rates and lower income from our lending ventures ($223,000$492,000) on smaller loan balances outstanding.outstanding and fewer residential lots sold.

•Pro rata NOI decreased $503,000$317,000 driven by declines in the Multifamily segment NOI ($546,000$421,000), and Industrial segment ($381,000), and Development segment ($74,000$394,000), partially offset by higherincreases in Mining Royalty segment NOI($453,000) and Development segment ($498,000$45,000).

The combined consolidated and unconsolidated pro rata net operating income this quarter for this segment was $4,084,000,$4,316,000, down $546,000$421,000 or 12%9% compared to $4,630,000$4,737,000 in the same quarter last year. Most of this decrease was due to lower occupancyoccupancy, higher rent concessions, bad debts, and higheroperating costsexpenses at our DC assets.

Total revenues for our two consolidated joint ventures (Dock 79/Maren) were $5,195,000,$5,439,000, a decrease of $229,000$128,000 versus $5,424,000$5,567,000 in the same period last year primarily due to lower occupancy and higher rent concessions. Total operating profit before G&A for the consolidated joint ventures was $852,000,$1,183,000, a decrease of $357,000,$274,000, or 30%19% versus $1,209,000$1,457,000 in the same period last year primarily due to lower revenues along with higher operating costs.costs and recent capital improvements depreciation.

For our four unconsolidated joint ventures, pro rata revenues were $5,181,000,$5,241,000, a decrease of $168,000$195,000 or 3%4% compared to $5,349,000$5,436,000 in the same period last year. Pro rata operating profit before G&A was $313,000,$437,000, a decrease of $438,000$134,000 or 58%23% versus $751,000$571,000 in the same period last year. The decrease was primarily due to lower occupancyoccupancy, athigher Thebad Vergedebts, and higherincreased costs at Bryant Street.Street and The Verge.

Shell construction on our 258,279 square foot spec warehouse project in Aberdeen, MD on Chelsea Road was completed effective April 1, 2025 and is in the lease-up phase. We have ten buildings in service at four different locations totaling 773,356 square feet of industrial (includes 258,279 square foot Chelsea building completed April 1, 2025) and 33,708 square feet of office of which 59.3%49.4% was leased and 47.5% was occupied at MarchJune 31,30, 2026. Excluding Chelsea (100% vacant), these assets were 69.9% leased and occupied during the quarter compared to 85.2%77.9% leased and occupied during the same quarter last year primarily due to an eviction and lease expirations. Total revenues in this segment were $1,200,000,$983,000, down $147,000$391,000 or 11%,28%, over the same period last year. Operating profitloss before G&A was $181,000,$3,000, down $462,000$446,000 or 72%101% over the profit in the same quarter last year due to $218,000the oflower depreciationoccupancy and $80,000 ofhigher operating costs atprimarily Chelsearelated alongto witha thereal lowerestate occupancy.tax appeal and leasing activity. Net operating income in this segment was $758,000,$616,000, down $381,000$394,000 or 33%39% compared to the same quarter last year.

Total revenues in this segment were $3,717,000,$4,066,000, an increase of $483,000$457,000 or 15%13% versus $3,234,000$3,609,000 in the same period last year. Royalty tons were up 7.9%.6.8% over the same period last year. Royalty revenue per ton increased 6.5%5.4% over the same period last year. Total operating profit before G&A in this segment was $3,397,000,$3,679,000, an increase of $432,000$339,000 versus $2,965,000$3,340,000 in the same period last year. Net operating income was $3,782,000,$4,118,000, up $498,000$453,000 or 15%12% compared to the same quarter last year.

Joint venture management fee revenues primarily represent fees earned from the Company's three minority ownership warehouse projects acquired October 21, 2025. The prior year operating expenses included $713,000 of Altman acquisition expenses. Property taxes increased because Phase III at Riverfront received second-stage PUD approval on October 10, 2025 and is not currently in development; accordingly, carrying costs are now being expensed rather than capitalized.

▪We are the principal capital source to develop 344 residential lots on 110 acres in Harford County, MD. We have funded $28.1$28.7 million of our $31.1 million total commitment. A national homebuilder is under contract to purchase all 222 townhome lots and 122 single family lots. AtCumulatively quarter-end,as 228of June 30, 2026, 248 lots have been sold andfor $30.0$32.5 million has been returned to the company of which $7.1$7.4 million was booked as profit to the Company.

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

▪On May 30, 2025, we secured construction financing for our multifamily joint venture with Woodfield Development, known as Woven. This is our third multifamily project in Greenville, SC. This is an $87.8M$87.8 million 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 of 2025 and substantial completion of the project is expected in late 2027.

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

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