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) December 7, 2022

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, FLORIDA

(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 ☐

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. ☐

Item 5.02. Departure of Directors or Principal Officers; Election of Officers; Appointment of Principal Officers.

On December 7, 2022, H.W. Shad III informed the board of directors of FRP Holdings, Inc. (the “Company”) that he will retire from the board of directors effective immediately. Mr. Shad has served as a member of the board of directors and as the Audit Committee Chairman since 2004 and was also serving on the Company’s Governance and ESG Committee at the time of his retirement. His decision not to stand for re-election was not the result of any disagreement with the Company or its management.

In recognition and profound appreciation of Mr. Shad’s 18 years of distinguished service, the Company wishes to publicly recognize and thank Mr. Shad for his lasting contributions to the Company and his commitment and dedication to its board of directors and shareholders.

In connection with Mr. Shad’s retirement, the board of directors voted to reduce the size of the board from eight to seven directors. John S. Surface has assumed the role of Audit Committee Chairman.

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: December 9, 2022	By:	/s/John D. Baker III
		John D. Baker III
		Chief Financial Officer