FRP Holdings, Inc. ($FRPH)

Good morning. My name is John Baker, Executive Chairman of FRP Holdings, Inc., and it's my pleasure to welcome all of you all who have joined our annual meeting virtually today. I will be acting as Chairman of the meeting, and I now call the meeting to order. Before proceeding to the business of the meeting, I'd like to introduce the following company directors and officers joining us today. The directors present are John D. Baker III, David deVillier, Jr.; Matt McAfee, Martin Stein, Jr.; John Surface, Nicole Thomas, William Walton and Margaret Wetherbee. Key officers present are John D. Baker III, Chief Executive Officer; David deVillier III, President and Chief Operating Officer; John D. Milton, Executive Vice President, Secretary and General Counsel; Matt McNulty, Chief Financial Officer and Treasurer; and John Klopfenstein, Chief Accounting Officer; and Mark Levy, our Chief Investment Officer. Also present with us are Allen Akins and Matt Smith with our independent auditor, Baker Tilly US LLP. John Milton will be acting as Secretary of the meeting today. Mr. Milton will now report on the mailing of the notice of this meeting and the presence of a quorum.

Thank you, John. This meeting is held pursuant to a printed notice that was mailed on or about March 31, 2026, to each shareholder of record as of the record date, which was March 17, 2026. A count of shares present immediately prior to the commencement of this meeting indicates that 13,067,824 shares of the company's common stock were present or represented by proxy. This is 68.17% of the outstanding shares of common stock outstanding on the record date.

Thank you, John. I hereby declare a quorum to be present. Since the quorum is present, we will now proceed with the items of business. After the items of business have been addressed, we will open the floor for any questions, which may be asked by using the Raise Hand function on the Zoom platform. While this meeting is virtual only, the company has designed the online format of this meeting to ensure to the extent practicable that shareholders are afforded the same rights [ and opportunities to participate as you would at an in-person meeting. ] The first proposal is to elect 9 directors to serve until the next Annual Meeting of Shareholders. The nominees to serve as directors are John D. Baker II; John D. Baker III, David deVillier, Jr.; Matt McAfee, Martin Stein, John Surface, Nicole Thomas, William Walton and Margaret Wetherbee.

Mr. Chairman, I move that the proposed slate of directors be elected.

I second the motion.

The second proposal is to vote on the approval of the 2026 Equity Incentive Plan.

Mr. Chairman, I move to approve the proposed 2026 Equity Incentive Plan.

I second the motion.

The third proposal is to hold an advisory vote on executive compensation. Under the say-on-pay legislation enacted by Congress, our proxy statement includes a separate nonbinding resolution to approve executive compensation.

Mr. Chairman, I move to approve on an advisory basis the compensation of the named executive officers as disclosed in the Company's proxy statement.

I second the motion.

There being no further proposals to come before this meeting, let's proceed with the voting on these proposals. If there is any shareholder who wishes to voice a vote please raise your hand by using the Raise Hand function on the Zoom platform. For your information, John D. Baker III and I are proxies named in the proxy card. In our capacity as proxies, we will cast our vote in accordance with the written instructions received from the respective shareholders. Are there any votes to be received? If not, I would like to announce the results of the vote. All of the nominees have been elected to serve as directors until the next Annual Meeting of Shareholders, 2026 Equity Incentive Plan has been approved and compensation of the named executive officers as disclosed in the proxy statement have been approved on an advisory basis. I will now open the floor for any remaining questions, which may be asked by using the Raise Hand function on the Zoom platform. There being none, there is no further business to come before this meeting, and I declare the meeting adjourned. Thank you so much for joining us today.