UNITED STATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) March30, 2022

FRP HOLDINGS,INC.

(Exact name ofregistrant as specified in its charter)

(904) 858-9100

(Registrant’s telephone number, including areacode)

Not Applicable

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

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

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

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

[ ] Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) ofthe Act:

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

Emerging growth company ☐

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

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

On March 30, 2022, the board ofdirectors of FRP Holdings, Inc. (the “Company”) unanimously voted to expand the size of the board of directors by twoseats and to elect Nicole Thomas and John Surface to fill the vacant seats, effective April 1, 2022.

Nicole B. Thomas

Nicole B. Thomas, FACHE, is thehospital president of Baptist Medical Center Jacksonville and is responsible for the operational and strategic direction of the largesthospital in the health system. Ms. Thomas has held several roles with Baptist Health since joining in 2011, including co-chairing itsdiversity, equity, and inclusion council, chairing its transformation council, serving as senior vice president of specialty servicesoverseeing neurosciences, orthopedics, and oncology, with primary executive responsibility for the formation of Baptist MD Anderson CancerCenter in 2015, and since 2016, serving as Baptist Medical Center South’s president. Prior to joining Baptist Health, she was assistantvice president of Physician Operations for St. Luke’s Episcopal Health System in Houston, and operations administrator at Mayo ClinicJacksonville. A fellow in the American College of Healthcare Executives, Ms. Thomas was named among Modern Healthcare magazine’sTop 25 Minority Executives in Healthcare in 2018 and 2020 and one of 70 African American leaders in health care to know by Becker’sHospital Review in 2020. Ms. Thomas serves on the board of directors of the Federal Reserve Bank of Atlanta and Tiger Academy Jacksonvilleand serves on the OneJax Advisory Board. Ms. Thomas has a Master of Healthcare Administration from the University of North Carolina atChapel Hill where she was a Minority Merit Scholar and Institute for Diversity in Healthcare Management Scholarship recipient. She receiveda Bachelor in Science in Public Health Administration from Dillard University in New Orleans.

Ms. Thomas will receive directorcompensation consistent with the existing compensation arrangements for the Company’s non-employee directors, including a proratedstock grant for the current fiscal year. She will serve on the Audit Committee, the ESG and Governance Committee and the CompensationCommittee of the board of directors.

John Surface

John Surface is the Chief ExecutiveOfficer of Covius Services and a member of the board of directors of Covius Holdings, Inc. Mr. Surface previously had an 18-year tenureat EverBank Financial Corp, where he served as Senior Executive Vice President responsible for corporate strategy, capital raising, mergersand acquisitions and new growth initiatives. Mr. Surface currently serves on the board of trustees of The Bolles School and has servedon the boards of directors of the Jacksonville Symphony Orchestra, Habijax, LISC Jacksonville and the Jacksonville Museum of Science andHistory. He also previously served as a member of the Williams School Board of Advisors for Washington & Lee University. Mr. Surfacereceived a B.S. in Business Management, magna cum laude and Phi Beta Kappa, from Washington and Lee University and an M.B.A. from HarvardBusiness School.

Mr. Surface will receive directorcompensation consistent with the existing compensation arrangements for the Company’s non-employee directors, including a proratedstock grant for the current fiscal year. He will serve on the Audit Committee, the ESG and Governance Committee and the Compensation Committeeof the board of directors.

SIGNATURES

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