UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 512, 2025

FRP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Florida (State or other jurisdiction of incorporation)			001-36769 (Commission File Number)			47-2449198 (IRS Employer Identification No.)


200 W. FORSYTH STREET, 7TH FLOOR JACKSONVILLE, FL (Address of principal executive offices)			32202 (Zip Code)

(904) 858-9100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FRPH	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 42.0102. ~~Changes~~Results inof ~~the~~Operations ~~Registrant's~~and ~~Certifying~~Financial ~~Accountant~~Condition.

On May 112, 2025, FRP Holdings, Inc ~~(the “Company”) was notified that the audit practice of Hancock Askew & Co~~., ~~LLP~~issued ~~(“Hancock Askew & Co.”) an independent registered public accounting firm, was combined with Baker Tilly US, LLP (“Baker Tilly”) in~~ a ~~transaction~~press ~~pursuant~~release toannouncing ~~which~~results ~~Hancock~~of ~~Askew & Co. combined its~~ operations ~~with~~for ~~Baker Tilly and certain of~~ the ~~professional~~first ~~staff~~quarter ~~and~~ended ~~partners~~March ~~of Hancock Askew & Co. joined Baker Tilly either as employees or principals of Baker Tilly. On May 1~~31, 2025~~, Hancock Askew & Co~~. ~~resigned~~A ascopy ~~the auditors~~ of the ~~Company~~press ~~and~~release ~~with~~is ~~the~~furnished ~~approval of the Audit Committee of the Company’s Board of Directors, Baker Tilly was engaged~~ as ~~its~~Exhibit ~~independent registered public accounting firm~~99.1.

~~Prior~~The toinformation ~~engaging~~in ~~Baker~~this ~~Tilly,~~report (including the ~~Company~~exhibit) ~~did~~shall not ~~consult~~be ~~with~~deemed ~~Baker~~to ~~Tilly~~be ~~regarding~~“filed” ~~the~~for ~~application~~purposes of ~~accounting~~Section ~~principles~~18 toof athe ~~specific~~Securities ~~completed~~Exchange orAct ~~contemplated~~of ~~transaction~~1934, oras ~~regarding~~amended (the ~~type~~“Exchange ofAct”), ~~audit~~or ~~opinions~~otherwise ~~that~~subject ~~might~~to bethe ~~rendered~~liability byof ~~Baker~~that ~~Tilly~~section, onand ~~the~~shall ~~Company’s~~not ~~financial~~be ~~statements,~~incorporated ~~and~~by ~~Baker~~reference ~~Tilly~~into ~~did~~any ~~not~~registration ~~provide~~statement ~~any~~or ~~written~~other ordocument ~~oral~~filed ~~advice~~under ~~that~~the ~~was~~Securities anAct ~~important~~of ~~factor~~1933, ~~considered~~as byamended, or the ~~Company~~Exchange inAct, ~~reaching~~except aas ~~decision~~shall asbe toexpressly ~~any~~set ~~such~~forth ~~accounting,~~by ~~auditing~~specific orreference ~~financial~~in ~~reporting~~such ~~issue~~filing.

The report of independent registered public accounting firm of Hancock Askew & Co. regarding the Company’s financial statements for the fiscal years ended December 31, 2024 and 2023 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2024 and 2023, and during the interim period from the end of the most recently completed fiscal year through May 1, 2025, the date of resignation, there were no disagreements with Hancock Askew & Co. on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Hancock Askew & Co. would have caused it to make reference to such disagreement in its reports.

The Company provided Hancock Askew & Co. with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and requested that Hancock Askew & Co. furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated May 5, 2025, is filed as Exhibit 1 (which is incorporated by reference herein) to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No. Description

99.1 ~~Hancock~~FRP ~~Askew~~Holdings, ~~Letter~~Inc. Press Release dated May 512, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FRP HOLDINGS, INC.
		Registrant
Date: May 5, 2025	By:	/s/Matthew C. McNulty
Date: May 12, 2025	By:	/s/Matthew C. McNulty
		Matthew C. McNulty
		Chief Financial Officer & Treasurer

Filing Compare · FRP HOLDINGS, INC.