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) March2, 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 2.02. Results of Operations and Financial Condition.

On March 2, 2022, FRPHoldings, Inc. issued a press release announcing results of operations for the fourth quarter and year ended December 31,2021. A copy of the press release is furnished as Exhibit 99.1.

The information in this report(including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by referenceinto any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shallbe expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 FRP Holdings, Inc. Press Release dated March 2,2022

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.