[10-Q] ST JOE Co Quarterly Earnings Report

Rhea-AI Filing Summary

The St. Joe Company (JOE) reported stronger Q3 2025 results. Total revenue was $161.1 million, led by real estate revenue of $83.8 million, hospitality revenue of $60.6 million, and leasing revenue of $16.7 million. Net income attributable to the company was $38.7 million, or $0.67 per diluted share. Operating income reached $52.9 million.

For the nine months ended September 30, 2025, revenue was $384.4 million and net income attributable to the company was $85.7 million ($1.48 per diluted share). Cash and cash equivalents were $126.1 million and debt, net, was $399.0 million. Stockholders’ equity rose to $760.7 million. The company repurchased 535,099 shares (treasury stock at cost $25.1 million) and paid dividends of $0.14 per share in Q3. In September, the Watercrest JV sold its senior living property, generating $41.0 million of real estate revenue and $21.6 million cost of real estate revenue, yielding $19.4 million gross profit and a $19.1 million cash distribution to the company. As of October 27, 2025, common shares outstanding were 57,744,530.

Insights

Equity research analyst

Q3 showed solid growth across segments with strong cash generation.

JOE delivered higher Q3 revenue of $161.1M, driven by real estate closings and steady hospitality and leasing streams. Operating income of $52.9M and diluted EPS of $0.67 reflect improved mix and cost control versus last year.

Year to date, operating cash flow of $146.3M supported debt reduction to $399.0M, dividends, and share repurchases (treasury stock at cost $25.1M). Liquidity stood at cash of $126.1M, providing flexibility.

A notable item was the Watercrest JV property sale in September 2025, recognized in real estate revenue at $41.0M with $19.4M gross profit and a $19.1M cash distribution. Actual impact beyond Q3 depends on future transaction cadence and segment seasonality.

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Table of Contents

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​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

​

Form 10-Q

​

(Mark One)

​

​	​
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

For the quarterly period ended September 30, 2025

​

or

​

​	​
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

For the transition period from                      to                     .

​

Commission file number: 1-10466

​

​

The St. Joe Company

(Exact name of registrant as specified in its charter)

​

​

​	​
Florida	59-0432511
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
​	​
130 Richard Jackson Boulevard, Suite 200	​
Panama City Beach, Florida	32407
(Address of principal executive offices)	(Zip Code)

​

(850) 231-6400

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

​ ​ ​	​	​	​
Title of Each Class	​	Trading Symbol(s)	​	Name of Exchange on Which Registered
Common Stock, no par value	​	JOE	​	New York Stock Exchange
	​	​	​	​

​

​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   YES  ☑    NO  ☐

​

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   YES  ☑    NO  ☐

​

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​

​	​	​	​
Large accelerated filer	☑	Accelerated filer	☐
​	​	​	​
Non-accelerated filer	☐	Smaller reporting company	☐
​	​	​	​
​	​	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. ☐

​

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES  ☐    NO  ☑

​

As of October 27, 2025, there were 57,744,530 shares of common stock, no par value, outstanding.

​

Table of Contents

THE ST. JOE COMPANY

INDEX

​	​
​	Page No.
PART I - FINANCIAL INFORMATION	​
Item 1. Financial Statements (Unaudited)	3
Condensed Consolidated Balance Sheets - September 30, 2025 and December 31, 2024	3
Condensed Consolidated Statements of Income - Three and Nine Months Ended September 30, 2025 and 2024	5
Condensed Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2025 and 2024	6
Condensed Consolidated Statements of Equity - Three and Nine Months Ended September 30, 2025 and 2024	7
Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2025 and 2024	9
Notes to the Condensed Consolidated Financial Statements	11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	48
Item 3. Quantitative and Qualitative Disclosures About Market Risk	78
Item 4. Controls and Procedures	78
PART II - OTHER INFORMATION	​
Item 1. Legal Proceedings	79
Item 1A. Risk Factors	79
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	79
Item 3. Defaults Upon Senior Securities	79
Item 4. Mine Safety Disclosures	80
Item 5. Other Information	80
Item 6. Exhibits	80
SIGNATURES	81

​

​

​

2

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1.         Financial Statements

THE ST. JOE COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

​	​	​	​	​	​	​
​	​	September 30,		​	December 31,
​		2025			2024
ASSETS		​			​
Investment in real estate, net	​	$	1,020,666	​	$	1,040,428
Investment in unconsolidated joint ventures	​	​	67,488	​	​	66,454
Cash and cash equivalents	​		126,053	​		88,756
Other assets	​		72,171	​		80,318
Property and equipment, net of accumulated depreciation of $101,332 and $95,339 as of September 30, 2025 and December 31, 2024, respectively	​		44,749	​		59,107
Investments held by special purpose entities	​		202,786	​		203,511
Total assets	​	$	1,533,913	​	$	1,538,574
LIABILITIES AND EQUITY	​			​
Liabilities:	​			​
Debt, net	​	$	399,006	​	$	437,754
Accounts payable and other liabilities	​		56,137	​		53,969
Deferred revenue	​	​	60,249	​	​	59,274
Deferred tax liabilities, net	​		68,917	​		72,358
Senior Notes held by special purpose entity	​		178,735	​		178,484
Total liabilities	​		763,044	​		801,839
​	​	​	​	​	​	​
Commitments and contingencies (Note 17)	​	​	​	​	​	​
​	​	​	​	​	​	​
Equity:	​			​
Common stock, no par value; 180,000,000 shares authorized; 58,345,929 and 58,326,521 issued at September 30, 2025 and December 31, 2024, respectively; and 57,810,830 and 58,326,521 outstanding at September 30, 2025 and December 31, 2024, respectively	​		269,592	​		268,668
Retained earnings	​		515,493	​		454,193
Accumulated other comprehensive income	​		758	​		1,419
Treasury stock at cost, 535,099 shares held at September 30, 2025	​	​	(25,130)	​	​	—
Total stockholders’ equity	​		760,713	​		724,280
Non-controlling interest	​		10,156	​		12,455
Total equity	​		770,869	​		736,735
Total liabilities and equity	​	$	1,533,913	​	$	1,538,574

​

See accompanying notes to the condensed consolidated financial statements.

​

3

Table of Contents

THE ST. JOE COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

The following presents the portion of the condensed consolidated balances attributable to the Company’s consolidated joint ventures (“JV”), which, as of September 30, 2025 and December 31, 2024, include the Pier Park North JV (“Pier Park North JV”), Pier Park Crossings LLC (“Pier Park Crossings JV”), Origins Crossings, LLC (“Watersound Origins Crossings JV”), SJWCSL, LLC (“Watercrest JV”), Pier Park Crossings Phase II LLC (“Pier Park Crossings Phase II JV”), Mexico Beach Crossings, LLC (“Mexico Beach Crossings JV”), Pier Park Resort Hotel, LLC (“Pier Park Resort Hotel JV”), the 30A Greenway Hotel, LLC (“The Lodge 30A JV”), Panama City Timber Finance Company, LLC and Northwest Florida Timber Finance, LLC. In September 2025, the Watercrest JV sold its senior living community property to a third party and ceased operating activities. As of December 31, 2024, condensed consolidated balances attributable to the Company’s consolidated JVs also include Watersound Closings & Escrow, LLC (“Watersound Closings JV”). See Note 2. Summary of Significant Accounting Policies. Basis of Presentation and Principles of Consolidation and Note 4. Joint Ventures for additional information. The following assets may only be used to settle obligations of the consolidated JVs and the following liabilities are only obligations of the consolidated JVs and do not have recourse to the general credit of the Company, except for covenants and guarantees discussed in Note 8. Debt, Net.

​	​	​	​	​	​	​
​		September 30,			December 31,
​	​	2025		​	2024
ASSETS		​			​
Investment in real estate, net	​	$	231,582	​	$	256,275
Cash and cash equivalents	​		4,668	​		4,458
Other assets	​		11,460	​		14,288
Property and equipment, net	​	​	11,316	​	​	17,487
Investments held by special purpose entities	​		202,786	​		203,511
Total assets	​	$	461,812	​	$	496,019
LIABILITIES	​			​
Debt, net	​	$	249,673	​	$	272,102
Accounts payable and other liabilities	​		5,447	​		7,401
Deferred revenue	​	​	144	​	​	279
Senior Notes held by special purpose entity	​		178,735	​		178,484
Total liabilities	​	$	433,999	​	$	458,266

​

See accompanying notes to the condensed consolidated financial statements.

​

4

Table of Contents

THE ST. JOE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands except per share amounts)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30,

​

September 30,

​

​

2025

​

2024

2025

2024

Revenue:

​

​

​

​

​

​

Real estate revenue

​

$

83,831

​

$

27,979

​

$

165,978

​

$

96,700

Hospitality revenue

​

60,572

​

55,460

​

168,954

​

157,037

Leasing revenue

​

16,673

​

15,572

​

49,423

​

44,666

Total revenue

​

161,076

​

99,011

​

384,355

​

298,403

Expenses:

​

​

​

​

Cost of real estate revenue

​

42,508

​

15,687

​

85,151

​

48,363

Cost of hospitality revenue

​

39,653

​

36,522

​

114,308

​

104,739

Cost of leasing revenue

​

7,431

​

7,752

​

22,420

​

22,244

Corporate and other operating expenses

​

6,895

​

5,996

​

19,917

​

18,944

Depreciation, depletion and amortization

​

11,657

​

11,782

​

35,774

​

34,260

Total expenses

​

108,144

​

77,739

​

277,570

​

228,550

Operating income

​

52,932

​

21,272

​

106,785

​

69,853

Other income (expense):

​

​

​

​

Investment income, net

​

3,117

​

3,445

​

9,747

​

10,293

Interest expense

​

(7,786)

​

(8,384)

​

(23,321)

​

(25,456)

Equity in income from unconsolidated joint ventures

​

​

3,480

​

​

6,775

​

​

21,186

​

​

19,546

Other income (expense), net

​

2,195

​

(50)

​

1,741

​

(601)

Total other income, net

​

1,006

​

1,786

​

9,353

​

3,782

Income before income taxes

​

53,938

​

23,058

​

116,138

​

73,635

Income tax expense

​

(13,735)

​

(6,409)

​

(29,492)

​

(19,359)

Net income

​

40,203

​

16,649

​

86,646

​

54,276

Net (income) loss attributable to non-controlling interest

​

(1,496)

​

186

​

(953)

​

993

Net income attributable to the Company

​

$

38,707

​

$

16,835

​

$

85,693

​

$

55,269

​

​

​

​

​

​

​

​

​

​

​

​

​

NET INCOME PER SHARE ATTRIBUTABLE TO THE COMPANY

​

​

​

​

Basic

​

$

0.67

​

$

0.29

​

$

1.48

​

$

0.95

Diluted

​

$

0.67

​

$

0.29

​

$

1.48

​

$

0.95

​

​

​

​

​

​

​

​

​

​

​

​

​

WEIGHTED AVERAGE SHARES OUTSTANDING

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

57,841,815

​

58,331,818

​

58,046,234

​

58,328,055

Diluted

​

​

57,859,155

​

​

58,354,438

​

58,058,315

​

58,347,565

​

​

See accompanying notes to the condensed consolidated financial statements.

​

5

Table of Contents

THE ST. JOE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30,

​

September 30,

​

2025

2024

2025

2024

Net income:

​

$

40,203

​

$

16,649

​

$

86,646

​

$

54,276

Other comprehensive income (loss):

​

​

​

​

​

​

Interest rate swaps

​

​

44

​

​

(759)

​

​

(175)

​

​

232

Interest rate swap - unconsolidated joint venture

​

​

2

​

​

(52)

​

​

8

​

​

68

Reclassification of net realized gain included in earnings

​

(355)

​

(482)

​

(1,064)

​

(1,448)

Total before income taxes

​

(309)

​

(1,293)

​

(1,231)

​

(1,148)

Income tax benefit

​

57

​

237

​

224

​

209

Total other comprehensive loss, net of tax

​

(252)

​

(1,056)

​

(1,007)

​

(939)

Total comprehensive income, net of tax

​

​

39,951

​

​

15,593

​

​

85,639

​

​

53,337

Total comprehensive (income) loss attributable to non-controlling interest

​

​

(1,412)

​

​

544

​

​

(607)

​

​

1,316

Total comprehensive income attributable to the Company

​

$

38,539

​

$

16,137

​

$

85,032

​

$

54,653

​

See accompanying notes to the condensed consolidated financial statements.

​

​

6

Table of Contents

THE ST. JOE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Dollars in thousands)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accumulated

​

​

​

​

​

Common Stock

​

​

​

​

​

Other

​

​

​

​

​

​

​

​

​

​

​

Outstanding

​

​

​

​

​

Retained

​

​

Comprehensive

​

​

Treasury

​

​

Non-controlling

​

​

​

​

Shares

​

Amount

​

Earnings

​

Income (Loss)

​

Stock

​

Interest

​

Total

Balance at June 30, 2025

57,986,915

​

$

269,283

​

$

484,891

​

$

926

​

$

(16,336)

​

$

11,186

​

$

749,950

Capital distribution to non-controlling interest

—

​

—

​

—

​

—

​

—

​

(2,442)

​

(2,442)

Stock based compensation expense

—

​

309

​

—

​

—

​

—

​

—

​

309

Repurchase of common stock, including excise tax

(176,085)

​

—

​

—

​

—

​

(8,794)

​

—

​

(8,794)

Dividends ($0.14 per share)

​

—

​

​

—

​

​

(8,105)

​

​

—

​

​

—

​

​

—

​

​

(8,105)

Other comprehensive loss, net of tax

—

​

—

​

—

​

(168)

​

—

​

(84)

​

(252)

Net income

—

​

—

​

38,707

​

—

​

—

​

1,496

​

40,203

Balance at September 30, 2025

57,810,830

​

$

269,592

​

$

515,493

​

$

758

​

$

(25,130)

​

$

10,156

​

$

770,869

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accumulated

​

​

​

​

​

Common Stock

​

​

​

​

​

Other

​

​

​

​

​

​

​

​

​

​

​

Outstanding

​

​

​

​

​

Retained

​

​

Comprehensive

​

​

Treasury

​

​

Non-controlling

​

​

​

​

Shares

​

Amount

​

Earnings

​

Income (Loss)

​

Stock

​

Interest

​

Total

Balance at June 30, 2024

58,397,506

​

$

271,403

​

$

434,790

​

$

1,925

​

$

—

​

$

14,268

​

$

722,386

Capital distribution to non-controlling interest

—

​

—

​

—

​

—

​

—

​

(524)

​

(524)

Stock based compensation expense

—

​

327

​

—

​

—

​

—

​

—

​

327

Dividends ($0.14 per share)

​

—

​

​

—

​

​

(8,176)

​

​

—

​

​

—

​

​

—

​

​

(8,176)

Other comprehensive loss, net of tax

—

​

—

​

—

​

(698)

​

—

​

(358)

​

(1,056)

Net income (loss)

—

​

—

​

16,835

​

—

​

—

​

(186)

​

16,649

Balance at September 30, 2024

58,397,506

​

$

271,730

​

$

443,449

​

$

1,227

​

$

—

​

$

13,200

​

$

729,606

​

See accompanying notes to the condensed consolidated financial statements.

​

​

​

​

​

​

​

7

Table of Contents

THE ST. JOE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Dollars in thousands)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common Stock

​

​

​

​

​

Accumulated Other

​

​

​

​

​

​

​

​

​

​

​

Outstanding

​

​

​

​

​

Retained

​

​

Comprehensive

​

​

Treasury

​

​

Non-controlling

​

​

​

​

Shares

​

Amount

​

Earnings

​

Income (Loss)

​

Stock

​

Interest

​

Total

Balance at December 31, 2024

58,326,521

​

$

268,668

​

$

454,193

​

$

1,419

​

$

—

​

$

12,455

​

$

736,735

Capital distributions to non-controlling interest

—

​

—

​

—

​

—

​

—

​

(2,906)

​

(2,906)

Issuance of restricted stock

​

19,408

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Stock based compensation expense

—

​

924

​

—

​

—

​

—

​

—

​

924

Repurchase of common stock, including excise tax

(535,099)

​

—

​

—

​

—

​

(25,130)

​

—

​

(25,130)

Dividends ($0.42 per share)

​

—

​

​

—

​

​

(24,393)

​

​

—

​

​

—

​

​

—

​

​

(24,393)

Other comprehensive loss, net of tax

—

​

—

​

—

​

(661)

​

—

​

(346)

​

(1,007)

Net income

—

​

—

​

85,693

​

—

​

—

​

953

​

86,646

Balance at September 30, 2025

57,810,830

​

$

269,592

​

$

515,493

​

$

758

​

$

(25,130)

​

$

10,156

​

$

770,869

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common Stock

​

​

​

​

​

Accumulated Other

​

​

​

​

​

​

​

​

​

​

​

Outstanding

​

​

​

​

​

Retained

​

​

Comprehensive

​

​

Treasury

​

​

Non-controlling

​

​

​

​

Shares

​

Amount

​

Earnings

​

Income (Loss)

​

Stock

​

Interest

​

Total

Balance at December 31, 2023

​

58,372,040

​

$

270,848

​

$

410,371

​

$

1,843

​

$

—

​

$

15,428

​

$

698,490

Capital distributions to non-controlling interest

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(912)

​

​

(912)

Issuance of restricted stock, net of forfeitures

​

25,466

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Stock based compensation expense

​

—

​

​

882

​

​

—

​

​

—

​

​

—

​

​

—

​

​

882

Dividends ($0.38 per share)

​

—

​

​

—

​

​

(22,191)

​

​

—

​

​

—

​

​

—

​

​

(22,191)

Other comprehensive loss, net of tax

​

—

​

​

—

​

​

—

​

​

(616)

​

​

—

​

​

(323)

​

​

(939)

Net income (loss)

​

—

​

​

—

​

​

55,269

​

​

—

​

​

—

​

​

(993)

​

​

54,276

Balance at September 30, 2024

​

58,397,506

​

$

271,730

​

$

443,449

​

$

1,227

​

$

—

​

$

13,200

​

$

729,606

​

See accompanying notes to the condensed consolidated financial statements.

​

​

8

Table of Contents

THE ST. JOE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

​	​	​	​	​	​	​
​	​	Nine Months Ended
​	​	September 30,
​		2025			2024
Cash flows from operating activities:		​			​
Net income	​	$	86,646	​	$	54,276
Adjustments to reconcile net income to net cash provided by operating activities:	​		​	​
Depreciation, depletion and amortization	​		35,774	​		34,260
Stock based compensation	​		924	​		882
Equity in income from unconsolidated joint ventures	​	​	(21,186)	​	​	(19,546)
Distribution of earnings from unconsolidated joint ventures	​	​	24,302	​	​	15,483
Deferred income tax	​		(3,217)	​		(1,231)
Cost of real estate sold	​		78,709	​		44,408
Expenditures for and acquisition of real estate to be sold	​		(69,806)	​		(56,770)
Accretion income and other	​		(1,199)	​		(1,397)
Amortization of debt issuance costs	​	​	671	​	​	747
(Gain) loss on disposal of property and equipment	​	​	(2,536)	​	​	555
Gain on contributions to unconsolidated joint ventures	​	​	—	​	​	(11)
Gain on insurance for damage to property and equipment, net	​	​	—	​	​	(178)
Loss on extinguishment of debt	​	​	397	​	​	—
Changes in operating assets and liabilities:	​			​		​
Other assets	​		4,937	​		5,353
Deferred revenue	​	​	1,125	​	​	(525)
Accounts payable and other liabilities	​		10,751	​		1,846
Net cash provided by operating activities	​		146,292	​		78,152
Cash flows from investing activities:	​			​
Expenditures for operating property	​		(16,302)	​		(36,417)
Expenditures for property and equipment	​		(3,523)	​		(5,507)
Proceeds from the disposition of assets	​		4,632	​		88
Proceeds from insurance claims	​	​	—	​	​	178
Capital contributions to unconsolidated joint ventures	​	​	(2,886)	​	​	(1,734)
Capital distributions from unconsolidated joint ventures	​	​	—	​	​	225
Maturities of assets held by special purpose entities	​		787	​		798
Net cash used in investing activities	​		(17,292)	​		(42,369)
Cash flows from financing activities:	​			​
Capital distributions to non-controlling interest	​		(2,906)	​		(912)
Repurchase of common stock, including excise tax	​		(25,069)	​		—
Dividends paid	​	​	(24,390)	​	​	(22,180)
Borrowings on debt	​		67,832	​		1,096
Principal payments for debt	​		(106,462)	​		(12,128)
Principal payments for finance leases	​	​	(120)	​	​	(103)
Debt issuance costs	​		(651)	​		(146)
Net cash used in financing activities	​		(91,766)	​		(34,373)
Net increase in cash, cash equivalents and restricted cash	​		37,234	​		1,410
Cash, cash equivalents and restricted cash at beginning of the period	​		96,316	​		90,770
Cash, cash equivalents and restricted cash at end of the period	​	$	133,550	​	$	92,180

​

See accompanying notes to the condensed consolidated financial statements.

​

9

Table of Contents

THE ST. JOE COMPANY

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

(Dollars in thousands)

(Unaudited)

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the amounts shown in the condensed consolidated statements of cash flows.

​	​	​	​	​	​	​
​	​	​	​	​	​	​
​	​	September 30,		​	September 30,
​		2025			2024
Cash and cash equivalents	​	$	126,053		$	82,745
Restricted cash included in other assets	​		7,497	​		9,435
Total cash, cash equivalents and restricted cash shown in the accompanying condensed consolidated statements of cash flows		$	133,550		$	92,180

​

Restricted cash includes amounts reserved as a requirement of financing, development for certain of the Company’s projects or long-term mitigation bank management.

​	​	​	​	​	​	​
​	​	Nine Months Ended
​	​	September 30,
​	​	​	2025	​	2024
Cash paid during the period for:	​	​	​	​	​	​
Interest, net of interest rate swap	​	$	24,789	​	$	27,203
Federal income taxes, net	​	$	24,800	​	$	22,200
State income taxes, net	​	$	5,650	​	$	3,400
​	​	​	​	​	​	​
Non-cash investing and financing activities:	​			​
(Decrease) increase in Community Development District debt, net	​	$	(85)	​	$	270
Transfers of expenditures for operating property to property and equipment	​	$	545	​	$	4,171
Decrease in expenditures for operating properties and property and equipment financed through accounts payable	​	$	(5,530)	​	$	(2,731)
Unrealized (loss) gain on cash flow hedges	​	$	(167)	​	$	300

​

See accompanying notes to the condensed consolidated financial statements.

​

10

Table of Contents

THE ST. JOE COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, unless otherwise stated)

(Unaudited)

1. Nature of Operations

The St. Joe Company together with its consolidated subsidiaries (“St. Joe” or the “Company”) is a diversified Florida real estate development, asset management and operating company with all of its real estate assets and operations in Northwest Florida. Approximately 87% of the Company’s real estate is located in Florida’s Bay, Gulf, and Walton counties. Approximately 90% of the Company’s real estate land holdings are located within fifteen miles of the Gulf of America, formerly named the Gulf of Mexico (the “Gulf”).

The Company conducts primarily all of its business in the following three reportable segments: 1) residential, 2) hospitality and 3) commercial. See Note 16. Segment Information for additional information.

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting on Form 10-Q. Accordingly, certain information and footnotes required by United States generally accepted accounting principles (“GAAP”) for complete financial statements are not included herein. The unaudited interim condensed consolidated financial statements include the accounts of the Company and all of its majority-owned and controlled subsidiaries, voting interest entities where the Company has a majority voting interest or control and variable interest entities where the Company deems itself the primary beneficiary. Investments in JVs in which the Company is not the primary beneficiary, or a voting interest entity where the Company does not have a majority voting interest or control, but has significant influence are unconsolidated and accounted for by the equity method of accounting. All significant intercompany transactions and balances have been eliminated in consolidation. The December 31, 2024 condensed consolidated balance sheet amounts have been derived from the Company’s December 31, 2024 audited consolidated financial statements. Certain prior period amounts in the accompanying condensed consolidated financial statements have been reclassified to conform to the current year presentation. The reclassifications had no effect on the Company’s previously reported total assets and liabilities, equity or net income. Operating results for the nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2025.

A variable interest entity (“VIE”) is an entity in which a controlling financial interest may be achieved through arrangements that do not involve voting interests. A VIE is required to be consolidated by its primary beneficiary, which is the entity that possesses the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that are significant to the VIE. The Company consolidates VIEs when it is the primary beneficiary of the VIE. The Company continues to evaluate whether it is the primary beneficiary as needed when assessing reconsideration events. See Note 4. Joint Ventures for additional information.

The unaudited interim condensed consolidated financial statements reflect all normal recurring adjustments that, in the opinion of management, are necessary for fair presentation of the information contained herein. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The Company adheres to the same accounting policies in preparation of its unaudited interim condensed consolidated financial statements as the Company’s December 31, 2024 annual financial statements, except for any recently adopted accounting pronouncements. As required under GAAP, interim accounting for certain expenses, including income taxes, are based on full year assumptions. For interim financial reporting purposes, income taxes are recorded based upon estimated annual income tax rates.

11

Table of Contents

Concentration of Risks and Uncertainties

All of the Company’s real estate assets are concentrated in Northwest Florida. Uncertain economic conditions could have an adverse impact on the Company’s operations and asset values.

While macroeconomic factors such as uncertainty over tariffs, inflation, elevated interest rates and higher insurance costs for consumers and overall consumer confidence, among other things, continued to produce economic headwinds and impacted buyer sentiment in many parts of the country, the Company’s segments continued to generate positive financial results through the first nine months of 2025. The Company believes this is primarily due to the continued growth of Northwest Florida as a result of net migration, which the Company attributes to the region’s high quality of life, natural beauty and outstanding amenities.

While elevated interest rates, market conditions in their home states and higher insurance costs have negatively impacted or delayed the ability of some buyers to obtain financing or sell their existing home in their home state, the impact has been partially offset by the net migration into the Company’s markets and the number of cash buyers. Market conditions have not caused an increase in cancellation rates as homebuilders have continued to perform on their contractual obligations with the Company.

The Company’s operations may be affected by seasonal fluctuations. The revenues and earnings from the Company’s business segments may vary significantly from period to period. Homebuilders tend to buy multiple homesites in sporadic transactions. In addition, homesite prices vary significantly by community, which further impacts period over period results. Therefore, there may be reporting periods in which the Company has no, or significantly less, revenue from residential or commercial real estate sales. The Company may also choose to operate rather than lease assets, lease rather than sell assets, or sell improved rather than unimproved assets that may delay revenue and profits.

Hospitality revenues are typically higher in the second and third quarters, and vary depending on the timing of holidays and school breaks. Commercial real estate sales tend to be non-recurring. Projects depend on uncertain demand. Extraordinary events such as hurricanes or public health emergencies may dramatically change demand and pricing for products and services.

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, other receivables and investments held by special purpose entity or entities (“SPE”). The Company deposits and invests cash with local, regional and national financial institutions, and as of September 30, 2025, these balances exceeded the amount of F.D.I.C. insurance provided on such deposits. In addition, as of September 30, 2025, the Company had $58.9 million invested in short-term U.S. Treasury Bills and $4.5 million invested in U.S. Treasury Money Market Funds classified as cash and cash equivalents.

Earnings Per Share

Basic earnings per share is calculated by dividing net income attributable to the Company by the basic weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated by dividing net income attributable to the Company by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares. The treasury stock method is used to determine the effect on diluted earnings. For the nine months ended September 30, 2025 and 2024, the Company had 60,217 and 65,688, respectively, unvested shares of restricted stock. For the three months ended September 30, 2025 and 2024, 42,877 and 43,068, respectively, potentially dilutive restricted stock units were excluded from the calculation of diluted income per share and for the nine months ended September 30, 2025 and 2024, 48,136 and 46,178, respectively, potentially dilutive restricted stock units were excluded from the calculation of diluted income per share, since the effect would have been anti-dilutive based on the application of the treasury stock method. See Note 13. Stockholders’ Equity for additional information related to the issuance of common stock for employee compensation.

12

Table of Contents

The computation of basic and diluted earnings per share are as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

​

2025

​

2024

​

2025

​

2024

​

​

(Dollars in thousands except per share amounts)

Income

​

​

​

​

​

​

​

​

​

​

​

​

Net income attributable to the Company

​

$

38,707

​

$

16,835

​

$

85,693

​

$

55,269

​

​

​

​

​

​

​

​

​

​

​

​

​

Shares

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average shares outstanding - basic

​

​

57,841,815

​

​

58,331,818

​

​

58,046,234

​

​

58,328,055

Incremental shares from restricted stock

​

​

17,340

​

​

22,620

​

​

12,081

​

​

19,510

Weighted average shares outstanding - diluted

​

​

57,859,155

​

​

58,354,438

​

​

58,058,315

​

​

58,347,565

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income per share attributable to the Company

​

​

​

​

​

​

​

​

​

​

​

​

Basic income per share

​

$

0.67

​

$

0.29

​

$

1.48

​

$

0.95

Diluted income per share

​

$

0.67

​

$

0.29

​

$

1.48

​

$

0.95

​

Recently Adopted Accounting Pronouncements

There have been no recently adopted accounting pronouncements which would have a material effect on the Company’s financial condition, results of operations and cash flows other than those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Recently Issued Accounting Pronouncements

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) that requires additional disclosure in the notes to the financial statements information about specific costs and expense categories, including purchases of inventory, employee compensation, depreciation, intangible asset amortization and selling expenses, as well as qualitative descriptions for certain other expenses. This guidance will be effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance should be applied either prospectively for periods after the effective date or retrospectively to all prior periods presented. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial condition, results of operations, cash flows and related disclosures.

Measurement of Credit Losses for Account Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”) that provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Revenue from Contracts with Customers (Topic 606). This guidance will be effective for annual reporting periods beginning after December 15, 2025, and for interim reporting periods within those annual reporting periods, with early adoption permitted. The guidance should be applied prospectively. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial condition, results of operations, cash flows and related disclosures.

​

​

13

Table of Contents

3. Investment in Real Estate, Net

Investment in real estate, net, excluding unconsolidated JVs, by property type and segment includes the following:

​

​	​	​	​	​	​	​
​		September 30,			December 31,
​	​	2025		​	2024
Development property:		​			​
Residential	​	$	159,714	​	$	149,499
Hospitality	​		14,205	​		13,342
Commercial	​		87,234	​		78,453
Other	​		3,912	​		4,234
Total development property	​		265,065	​		245,528
​	​	​	​	​	​	​
Operating property:	​			​
Residential	​		7,241	​		10,254
Hospitality	​		445,278	​		443,291
Commercial	​		460,021	​		483,643
Other	​		3,142	​		—
Total operating property	​		915,682	​		937,188
Less: Accumulated depreciation	​		160,081	​		142,288
Total operating property, net	​		755,601	​		794,900
Investment in real estate, net	​	$	1,020,666	​	$	1,040,428

​

Investment in real estate, net is carried at cost, net of depreciation and timber depletion, unless circumstances indicate that the carrying value of the assets may not be recoverable.

Development property consists of land the Company is developing or intends to develop for sale, lease or future operations and includes direct costs associated with the land, as well as development, construction and indirect costs. Residential development property includes existing and planned residential homesites and related infrastructure. Hospitality development property consists of land, as well as development costs related to improvements to existing properties and design costs for other hospitality assets. Commercial development property primarily consists of land and construction and development costs for planned commercial, multi-family and industrial uses. Development property in the hospitality and commercial segments will be reclassified as operating property as it is placed into service.

Operating property includes property that the Company uses for operations and activities. Residential operating property consists primarily of residential utility assets. Hospitality operating property primarily consists of existing hotels, resorts, clubs, vacation rental homes, marinas and other operations. Commercial operating property includes property used for retail, office, self-storage, light industrial, multi-family, commercial rental and timber purposes. Commercial operating property as of December 31, 2024, also includes property used for senior living purposes, prior to the sale of the Watercrest JV property. See Note 4. Joint Ventures for additional information. Other operating property includes property used in the Company’s real estate brokerage, title insurance agency and insurance agency businesses. Operating property may be sold in the future as part of the Company’s principal real estate business. As of September 30, 2025 and December 31, 2024, operating property, net related to operating leases was $359.7 million and $395.2 million, respectively.

4. Joint Ventures

The Company enters into JVs, from time to time, for the purpose of developing real estate and other business activities in which the Company may or may not have a controlling financial interest. GAAP requires consolidation of voting interest entities where the Company has a majority voting interest or control and VIEs in which an enterprise has a controlling financial interest and is the primary beneficiary. A controlling financial interest will have both of the following characteristics: (i) the power to direct the VIE activities that most significantly impact economic performance and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company examines specific criteria and uses judgment when determining whether the Company is the

14

Table of Contents

primary beneficiary and must consolidate a VIE. The Company continues to evaluate whether it is the primary beneficiary as needed when assessing reconsideration events. Investments in JVs in which the Company is not the primary beneficiary, or a voting interest entity where the Company does not have a majority voting interest or control, but has significant influence are unconsolidated and accounted for by the equity method of accounting.

The timing of cash flows for additional required capital contributions related to the Company’s JVs varies by agreement. Some of the Company’s consolidated and unconsolidated JVs have entered into financing agreements where the Company or its JV partners have provided guarantees. See Note 8. Debt, Net and Note 17. Commitments and Contingencies for additional information. The Company provides mitigation bank credits, impact and other fees, property for lease and services to certain unconsolidated JVs and incurs expense for leasing management services from the Company’s unconsolidated Watersound Management, LLC (“Watersound Management JV”), see Note 18. Related Party Transactions for additional information.

Consolidated Joint Ventures

Mexico Beach Crossings JV

Mexico Beach Crossings JV was formed in 2022, when the Company entered into a JV agreement to develop, manage and lease a 216-unit multi-family community in Mexico Beach, Florida. As of September 30, 2025 and December 31, 2024, the Company owned a 75.0% interest in the consolidated JV. The Company’s unconsolidated Watersound Management JV is responsible for the day-to-day activities of the community. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined Mexico Beach Crossings JV is a voting interest entity as of September 30, 2025 and December 31, 2024.

The Lodge 30A JV

The Lodge 30A JV was formed in 2020, when the Company entered into a JV agreement to develop and operate an 85-room boutique hotel on Scenic County Highway 30A in Seagrove Beach, Florida. As of September 30, 2025 and December 31, 2024, the Company owned a 52.8% interest in the consolidated JV. A wholly-owned subsidiary of the Company manages the day-to-day operations of the hotel. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined The Lodge 30A JV is a VIE and that the Company is the VIE’s primary beneficiary as of September 30, 2025 and December 31, 2024.

Pier Park Resort Hotel JV

Pier Park Resort Hotel JV was formed in 2020, when the Company entered into a JV agreement to develop and operate a 255-room Embassy Suites by Hilton hotel in the Pier Park area of Panama City Beach, Florida. As of September 30, 2025 and December 31, 2024, the Company owned a 70.0% interest in the consolidated JV. A wholly-owned subsidiary of the Company manages the day-to-day operations of the hotel. The Company has significant involvement in the project design and development, annual budgets and financing. The Company determined Pier Park Resort Hotel JV is a VIE and that the Company is the VIE’s primary beneficiary as of September 30, 2025 and December 31, 2024.

Pier Park Crossings Phase II JV

Pier Park Crossings Phase II JV was formed in 2019, when the Company entered into a JV agreement to develop, manage and lease a 120-unit multi-family community in the Pier Park area of Panama City Beach, Florida. As of September 30, 2025 and December 31, 2024, the Company owned a 75.0% interest in the consolidated JV. The Company’s unconsolidated Watersound Management JV is responsible for the day-to-day activities of the community. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined Pier Park Crossings Phase II JV is a VIE and that the Company is the VIE’s primary beneficiary as of September 30, 2025 and December 31, 2024.

15

Table of Contents

Watersound Closings JV

Watersound Closings JV was formed in 2019, when the Company entered into a JV agreement to own, operate and manage a real estate title insurance agency business. In the first quarter of 2025, the Watersound Closings JV ceased operations of its business, distributed final partner equity and transitioned future business to Watersound Title Agency, LLC, a wholly-owned subsidiary of the Company.

Watercrest JV

Watercrest JV was formed in 2019, when the Company entered into a JV agreement to develop and operate a 107-unit senior living community in Santa Rosa Beach, Florida. In September 2025, the Watercrest JV sold its senior living community property to a third-party generating revenue of $41.0 million and cost of revenue of $21.6 million, which are presented in real estate revenue and cost of real estate revenue, respectively, in the condensed consolidated statements of income. The sale of the Watercrest JV’s senior living community property resulted in gross profit of $19.4 million and a corresponding cash distribution of $19.1 million was made to the Company. The sale of the Watercrest JV’s property did not meet the definition of a business under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“Topic 805”), as substantially all of the fair value of the assets sold were concentrated in a single group of assets. The Company determined the sale represents the sale of goods to a customer that are an output of the Company’s ordinary activities, which includes real estate sales, and therefore would be recognized in accordance with ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”) and recognize revenue and costs of revenue. Following the sale, the Watercrest JV ceased operating activities. The Watercrest JV has a contingent gain related to a $0.8 million indemnity holdback, required through June 2026. As of September 30, 2025 and December 31, 2024, the Company owned an 87.0% interest in the consolidated JV. The Company determined Watercrest JV is a VIE and that the Company is the VIE’s primary beneficiary as of September 30, 2025 and December 31, 2024.

Watersound Origins Crossings JV

Watersound Origins Crossings JV was formed in 2019, when the Company entered into a JV agreement to develop, manage and lease a 217-unit multi-family community near the entrance to the Watersound Origins residential community. As of September 30, 2025 and December 31, 2024, the Company owned a 75.0% interest in the consolidated JV. The Company’s unconsolidated Watersound Management JV is responsible for the day-to-day activities of the community. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined Watersound Origins Crossings JV is a VIE and that the Company is the VIE’s primary beneficiary as of September 30, 2025 and December 31, 2024.

Pier Park Crossings JV

Pier Park Crossings JV was formed in 2017, when the Company entered into a JV agreement to develop, manage and lease a 240-unit multi-family community in the Pier Park area of Panama City Beach, Florida. As of September 30, 2025 and December 31, 2024, the Company owned a 75.0% interest in the consolidated JV. The Company’s unconsolidated Watersound Management JV is responsible for the day-to-day activities of the community. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined Pier Park Crossings JV is a VIE and that the Company is the VIE’s primary beneficiary as of September 30, 2025 and December 31, 2024.

Pier Park North JV

During 2012, the Company entered into a JV agreement with a partner to develop a retail center at Pier Park North. As of September 30, 2025 and December 31, 2024, the Company owned a 90.0% interest in the consolidated JV. A wholly-owned subsidiary of the Company’s JV partner is responsible for the day-to-day activities of the retail center. The Company approves all major decisions, including project development, annual budgets and financing. The Company determined Pier Park North JV is a VIE and that the Company is the VIE’s primary beneficiary as of September 30, 2025 and December 31, 2024.

16

Table of Contents

Unconsolidated Joint Ventures

Investment in unconsolidated joint ventures includes the Company’s investment accounted for using the equity method. The following table presents details of the Company’s investment in unconsolidated joint ventures and total outstanding debt of unconsolidated JVs:

​

​	​	​	​	​	​	​
​		September 30,			December 31,
​	​	2025		​	2024
Investment in unconsolidated joint ventures		​			​
Latitude Margaritaville Watersound JV	​	$	56,358	​	$	53,399
Watersound Fountains Independent Living JV	​	​	3,686	​	​	3,857
Pier Park TPS JV (a)	​		—	​		—
Pier Park RI JV	​	​	3,562	​	​	5,211
Busy Bee JV	​		2,571	​		2,642
Electric Cart Watersound JV	​	​	752	​	​	781
Watersound Management JV	​	​	559	​	​	564
Total investment in unconsolidated joint ventures	​	$	67,488	​	$	66,454
​	​			​
Outstanding debt principal of unconsolidated JVs	​	​	​	​	​	​
Latitude Margaritaville Watersound JV (b)	​	$	—	​	$	41,246
Watersound Fountains Independent Living JV (b)	​	​	41,504	​	​	41,683
Pier Park TPS JV (b)	​	​	12,892	​	​	13,161
Pier Park RI JV	​	​	24,948	​	​	24,948
Busy Bee JV	​	​	5,110	​	​	5,365
Electric Cart Watersound JV (b)	​	​	4,573	​	​	4,838
Total outstanding debt principal of unconsolidated JVs	​	$	89,027	​	$	131,241

(a) As of September 30, 2025 and December 31, 2024, the Company’s investment in the unconsolidated joint venture was below zero due to cash distributions and non-cash depreciation and amortization expense. As of September 30, 2025 and December 31, 2024, the Company’s investment in the unconsolidated joint venture is included within accounts payable and other liabilities on the condensed consolidated balance sheets.

(b) See Note 17. Commitments and Contingencies for additional information related to outstanding debt.

The Company had approximately $23.1 million in cumulative undistributed earnings from its unconsolidated JVs included within investment in unconsolidated joint ventures as of September 30, 2025. During the nine months ended September 30, 2025 and 2024, the Company received distributions from unconsolidated JVs totaling $24.3 million and $15.7 million, respectively. During the nine months ended September 30, 2025 and 2024, the Company made capital contributions to unconsolidated JVs totaling $2.9 million and $1.7 million, respectively, related to operations of the Watersound Fountains Independent Living JV. The Company's maximum exposure to loss due to involvement with the unconsolidated JVs as of September 30, 2025 was $126.5 million, which includes the carrying amounts of the investments, guarantees, other receivables and derivative instruments. See Note 17. Commitments and Contingencies for additional information related to debt guaranteed by the Company with respect to its involvement with unconsolidated JVs.

17

Table of Contents

The following table presents details of the Company’s equity in income (loss) from unconsolidated JVs:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

​

2025

​

2024

​

2025

​

2024

Equity in income (loss) from unconsolidated joint ventures

​

​

​

​

​

​

​

​

​

​

​

​

Latitude Margaritaville Watersound JV (a)

​

$

4,869

​

$

8,350

​

$

26,004

​

$

23,173

Watersound Fountains Independent Living JV (b)

​

​

(1,079)

​

​

(1,101)

​

​

(3,057)

​

​

(2,972)

Pier Park TPS JV

​

​

3

​

​

(130)

​

​

(124)

​

​

(271)

Pier Park RI JV (c)

​

​

(386)

​

​

(336)

​

​

(1,648)

​

​

(501)

Busy Bee JV (d)

​

​

63

​

​

(12)

​

​

(72)

​

​

40

Electric Cart Watersound JV (e)

​

​

(24)

​

​

(29)

​

​

(28)

​

​

(15)

Watersound Management JV

​

​

34

​

​

33

​

​

111

​

​

92

Total equity in income from unconsolidated joint ventures

​

$

3,480

​

$

6,775

​

$

21,186

​

$

19,546

(a) During the three months ended September 30, 2025 and 2024, the Latitude Margaritaville Watersound JV completed 82 and 189 home sale transactions, respectively. During the nine months ended September 30, 2025 and 2024, the Latitude Margaritaville Watersound JV completed 411 and 529 home sale transactions, respectively.

(b) The community opened in March 2024 and is currently under lease-up.

(c) The hotel opened in April 2024. The nine months ended September 30, 2025, includes start-up, depreciation and interest expenses for the project.

(d) Includes changes in the fair value of derivatives related to interest rate swaps entered into by the Busy Bee JV.

(e) An additional sales showroom located in the Watersound Town Center opened in June 2024.

​

Summarized balance sheets for the Company’s unconsolidated JVs are as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30, 2025

​

​

Latitude Margaritaville Watersound JV

​

Watersound Fountains Independent Living JV

​

Pier Park TPS JV

​

Pier Park RI JV

​

Busy Bee JV

​

Electric Cart Watersound JV

​

Watersound Management JV

​

Total

ASSETS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Investment in real estate, net

​

$

113,866

(a)

$

48,650

​

$

11,564

​

$

31,442

​

$

7,778

​

$

4,967

​

$

—

​

$

218,267

Cash and cash equivalents

​

​

11,386

​

​

601

​

​

505

​

​

567

​

​

1,192

​

​

710

​

​

103

​

​

15,064

Other assets

​

​

2,534

​

​

289

​

​

279

​

​

238

​

​

1,811

​

​

634

​

​

25

​

​

5,810

Total assets

​

$

127,786

​

$

49,540

​

$

12,348

​

$

32,247

​

$

10,781

​

$

6,311

​

$

128

​

$

239,141

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LIABILITIES AND EQUITY

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Debt, net

​

$

—

​

$

41,335

​

$

12,832

​

$

24,734

​

$

5,110

​

$

4,516

​

$

—

​

$

88,527

Accounts payable and other liabilities

​

​

30,679

​

​

898

​

​

214

​

​

388

​

​

526

​

​

320

​

​

—

​

​

33,025

Equity (deficit)

​

​

97,107

​

​

7,307

​

​

(698)

(b)

​

7,125

​

​

5,145

​

​

1,475

​

​

128

​

​

117,589

Total liabilities and equity

​

$

127,786

​

$

49,540

​

$

12,348

​

$

32,247

​

$

10,781

​

$

6,311

​

$

128

​

$

239,141

(a) Investment in real estate, net includes the land contributed to the Latitude Margaritaville Watersound JV at the Company’s historical cost basis and additional completed infrastructure improvements.

(b) Deficit includes cash distributions and non-cash depreciation and amortization expense. The Company and JV partner each initially contributed $3.1 million to the JV, which included land, cash and mitigation credits. As of September 30, 2025, cash of $2.9 million has been distributed to both the Company and JV partner.

18

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

​

Latitude Margaritaville Watersound JV

​

Watersound Fountains Independent Living JV

​

Pier Park TPS JV

​

Pier Park RI JV

​

Busy Bee JV

​

Electric Cart Watersound JV

​

Watersound Management JV

​

Total

ASSETS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Investment in real estate, net

​

$

157,336

(a)

$

50,822

​

$

12,231

​

$

34,576

​

$

8,144

​

$

5,154

​

$

—

​

$

268,263

Cash and cash equivalents

​

​

27,706

​

​

405

​

​

279

​

​

529

​

​

915

​

​

656

​

​

104

​

​

30,594

Other assets

​

​

2,092

​

​

382

​

​

428

​

​

235

​

​

1,921

​

​

824

​

​

33

​

​

5,915

Total assets

​

$

187,134

​

$

51,609

​

$

12,938

​

$

35,340

​

$

10,980

​

$

6,634

​

$

137

​

$

304,772

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LIABILITIES AND EQUITY

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Debt, net

​

$

41,054

​

$

41,482

​

$

13,102

​

$

24,608

​

$

5,365

​

$

4,775

​

$

—

​

$

130,386

Accounts payable and other liabilities

​

​

59,832

​

​

2,794

​

​

128

​

​

310

​

​

382

​

​

328

​

​

—

​

​

63,774

Equity (deficit)

​

​

86,248

​

​

7,333

​

​

(292)

(b)

​

10,422

​

​

5,233

​

​

1,531

​

​

137

​

​

110,612

Total liabilities and equity

​

$

187,134

​

$

51,609

​

$

12,938

​

$

35,340

​

$

10,980

​

$

6,634

​

$

137

​

$

304,772

(a) Investment in real estate includes the land contributed to the Latitude Margaritaville Watersound JV at the Company’s historical cost basis and additional completed infrastructure improvements.

(b) Deficit includes cash distributions and non-cash depreciation and amortization expense. The Company and JV partner each initially contributed $3.1 million to the JV, which included land, cash and mitigation credits. As of December 31, 2024, cash of $2.9 million has been distributed to both the Company and JV partner.

​

Summarized statements of operations for the Company’s unconsolidated JVs are as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 2025

​

​

Latitude Margaritaville Watersound JV (a)

​

Watersound Fountains Independent Living JV (b)

​

Pier Park TPS JV

​

Pier Park RI JV

​

Busy Bee JV

​

Electric Cart Watersound JV

​

Watersound Management JV

​

​

Total

Total revenue

​

$

48,078

​

$

820

​

$

1,027

​

$

1,216

​

$

4,208

​

$

969

​

$

655

​

$

56,973

Expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cost of revenue

​

​

34,216

​

​

1,250

​

​

739

​

​

861

​

​

3,880

​

​

888

​

​

587

​

​

42,421

Other operating expenses

​

​

4,251

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

4,251

Depreciation and amortization (c)

​

​

197

​

​

754

​

​

113

​

​

692

​

​

133

​

​

62

​

​

—

​

​

1,951

Total expenses

​

​

38,664

​

​

2,004

​

​

852

​

​

1,553

​

​

4,013

​

​

950

​

​

587

​

​

48,623

Operating income (loss)

​

​

9,414

​

​

(1,184)

​

​

175

​

​

(337)

​

​

195

​

​

19

​

​

68

​

​

8,350

Other (expense) income:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest expense

​

​

—

​

​

(698)

​

​

(172)

​

​

(436)

​

​

(34)

​

​

(72)

​

​

—

​

​

(1,412)

Other income (expense), net

​

​

326

​

​

(153)

​

​

3

​

​

—

​

​

(36)

(d)

​

6

​

​

—

​

​

146

Total other income (expense), net

​

​

326

​

​

(851)

​

​

(169)

​

​

(436)

​

​

(70)

​

​

(66)

​

​

—

​

​

(1,266)

Net income (loss)

​

$

9,740

​

$

(2,035)

​

$

6

​

$

(773)

​

$

125

​

$

(47)

​

$

68

​

$

7,084

(a) The Latitude Margaritaville Watersound JV completed 82 home sale transactions during the three months ended September 30, 2025.

(b) The community is currently under lease-up.

(c) Depreciation is a non-cash, GAAP expense which is amortized over an asset’s useful life.

(d) Includes changes in the fair value of derivatives related to interest rate swaps entered into by the Busy Bee JV.

19

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 2024

​

​

Latitude Margaritaville Watersound JV (a)

​

Watersound Fountains Independent Living JV (b)

​

Pier Park TPS JV

​

Pier Park RI JV

​

Busy Bee JV

​

Electric Cart Watersound JV

​

Watersound Management JV

​

Total

Total revenue

​

$

100,440

​

$

533

​

$

1,074

​

$

1,207

​

$

4,283

​

$

1,016

​

$

668

​

$

109,221

Expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cost of revenue

​

​

78,692

​

​

1,327

​

​

790

​

​

848

​

​

3,954

​

​

928

​

​

601

​

​

87,140

Other operating expenses

​

​

4,979

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

4,979

Depreciation and amortization (c)

​

​

132

​

​

402

​

​

359

​

​

533

​

​

133

​

​

63

​

​

—

​

​

1,622

Total expenses

​

​

83,803

​

​

1,729

​

​

1,149

​

​

1,381

​

​

4,087

​

​

991

​

​

601

​

​

93,741

Operating income (loss)

​

​

16,637

​

​

(1,196)

​

​

(75)

​

​

(174)

​

​

196

​

​

25

​

​

67

​

​

15,480

Other (expense) income:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest expense

​

​

—

​

​

(873)

​

​

(190)

​

​

(499)

​

​

(41)

​

​

(82)

​

​

—

​

​

(1,685)

Other income (expense), net

​

​

63

​

​

19

​

​

6

​

​

—

​

​

(225)

(d)

​

—

​

​

—

​

​

(137)

Total other income (expense), net

​

​

63

​

​

(854)

​

​

(184)

​

​

(499)

​

​

(266)

​

​

(82)

​

​

—

​

​

(1,822)

Net income (loss)

​

$

16,700

​

$

(2,050)

​

$

(259)

​

$

(673)

​

$

(70)

​

$

(57)

​

$

67

​

$

13,658

(a) The Latitude Margaritaville Watersound JV completed 189 home sale transactions during the three months ended September 30, 2024.

(b) The community opened in March 2024. Activity includes lease-up expenses for the project.

(c) Depreciation is a non-cash, GAAP expense which is amortized over an asset’s useful life.

(d) Includes changes in the fair value of derivatives related to interest rate swaps entered into by the Busy Bee JV.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 2025

​

​

Latitude Margaritaville Watersound JV (a)

​

Watersound Fountains Independent Living JV (b)

​

Pier Park TPS JV

​

Pier Park RI JV (c)

​

Busy Bee JV

​

Electric Cart Watersound JV

​

Watersound Management JV

​

​

Total

Total revenue

​

$

244,358

​

$

2,362

​

$

3,240

​

$

3,750

​

$

11,336

​

$

3,145

​

$

1,935

​

$

270,126

Expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cost of revenue

​

​

178,961

​

​

3,573

​

​

2,308

​

​

2,495

​

​

10,706

​

​

2,814

​

​

1,712

​

​

202,569

Other operating expenses

​

​

13,295

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

13,295

Depreciation and amortization (d)

​

​

484

​

​

2,259

​

​

669

​

​

2,550

​

​

406

​

​

187

​

​

—

​

​

6,555

Total expenses

​

​

192,740

​

​

5,832

​

​

2,977

​

​

5,045

​

​

11,112

​

​

3,001

​

​

1,712

​

​

222,419

Operating income (loss)

​

​

51,618

​

​

(3,470)

​

​

263

​

​

(1,295)

​

​

224

​

​

144

​

​

223

​

​

47,707

Other (expense) income:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest expense

​

​

—

​

​

(2,081)

​

​

(516)

​

​

(1,297)

​

​

(103)

​

​

(219)

​

​

—

​

​

(4,216)

Other income (expense), net

​

​

391

​

​

(133)

​

​

5

​

​

(705)

​

​

(208)

(e)

​

19

​

​

—

​

​

(631)

Total other income (expense), net

​

​

391

​

​

(2,214)

​

​

(511)

​

​

(2,002)

​

​

(311)

​

​

(200)

​

​

—

​

​

(4,847)

Net income (loss)

​

$

52,009

​

$

(5,684)

​

$

(248)

​

$

(3,297)

​

$

(87)

​

$

(56)

​

$

223

​

$

42,860

(a) The Latitude Margaritaville Watersound JV completed 411 home sale transactions during the nine months ended September 30, 2025.

(b) The community is currently under lease-up.

(c) The hotel opened in April 2024. Activity includes start-up, depreciation and interest expenses for the project.

(d) Depreciation is a non-cash, GAAP expense which is amortized over an asset’s useful life.

(e) Includes changes in the fair value of derivatives related to interest rate swaps entered into by the Busy Bee JV.

20

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 2024

​

​

Latitude Margaritaville Watersound JV (a)

​

Watersound Fountains Independent Living JV (b)

​

Pier Park TPS JV

​

Pier Park RI JV (c)

​

Busy Bee JV

​

Electric Cart Watersound JV (d)

​

Watersound Management JV

​

Total

Total revenue

​

$

275,220

​

$

955

​

$

3,383

​

$

2,481

​

$

11,889

​

$

3,302

​

$

1,848

​

$

299,078

Expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cost of revenue

​

​

213,517

​

​

3,298

​

​

2,290

​

​

1,587

​

​

11,158

​

​

2,898

​

​

1,663

​

​

236,411

Other operating expenses

​

​

15,106

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

15,106

Depreciation and amortization (e)

​

​

397

​

​

1,040

​

​

1,079

​

​

1,066

​

​

402

​

​

186

​

​

—

​

​

4,170

Total expenses

​

​

229,020

​

​

4,338

​

​

3,369

​

​

2,653

​

​

11,560

​

​

3,084

​

​

1,663

​

​

255,687

Operating income (loss)

​

​

46,200

​

​

(3,383)

​

​

14

​

​

(172)

​

​

329

​

​

218

​

​

185

​

​

43,391

Other (expense) income:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest expense

​

​

—

​

​

(2,159)

​

​

(569)

​

​

(830)

​

​

(124)

​

​

(249)

​

​

—

​

​

(3,931)

Other income (expense), net

​

​

146

​

​

49

​

​

14

​

​

—

​

​

(135)

(f)

​

—

​

​

—

​

​

74

Total other income (expense), net

​

​

146

​

​

(2,110)

​

​

(555)

​

​

(830)

​

​

(259)

​

​

(249)

​

​

—

​

​

(3,857)

Net income (loss)

​

$

46,346

​

$

(5,493)

​

$

(541)

​

$

(1,002)

​

$

70

​

$

(31)

​

$

185

​

$

39,534

(a) The Latitude Margaritaville Watersound JV completed 529 home sale transactions during the nine months ended September 30, 2024.

(b) The community opened in March 2024. Activity includes pre-opening and lease-up expenses for the project.

(c) The hotel opened in April 2024.

(d) An additional sales showroom located in the Watersound Town Center opened in June 2024.

(e) Depreciation is a non-cash, GAAP expense which is amortized over an asset’s useful life.

(f) Includes changes in the fair value of derivatives related to interest rate swaps entered into by the Busy Bee JV.

​

Latitude Margaritaville Watersound JV

LMWS, LLC (“Latitude Margaritaville Watersound JV”) was formed in 2019, when the Company entered into a JV agreement to develop a 55+ active adult residential community in Bay County, Florida. As of September 30, 2025, the Latitude Margaritaville Watersound JV had 205 homes under contract and has completed 2,074 home sale transactions of the total estimated 3,500 homes planned in the community. As of September 30, 2025 and December 31, 2024, the Company’s investment in the unconsolidated Latitude Margaritaville Watersound JV was $56.4 million and $53.4 million, respectively, which includes the net present value of the land contribution, cash contributions, additional completed infrastructure improvements and equity in income, less distributions. During the nine months ended September 30, 2025 and 2024, the Company received $24.2 million and $15.4 million, respectively, of cash distributions from the JV. As of September 30, 2025, the Company completed $8.4 million of the $9.2 million total agreed upon infrastructure improvements. As of September 30, 2025 and December 31, 2024, the Company owned a 50.0% interest in the JV. The Company’s unimproved land contribution and agreed upon infrastructure improvements are being distributed at an average of $10,000 per home, as each home is sold by the JV.

Per the JV agreement, the Company, as lender, provided interest-bearing financing in the form of a $10.0 million secured revolving promissory note (the “Latitude JV Note”) to the Latitude Margaritaville Watersound JV, as borrower, to finance the development of the pod-level, non-spine infrastructure. The Latitude JV Note matured in June 2025. As of December 31, 2024, there was no balance outstanding on the Latitude JV Note. The day-to-day activities of the JV are being managed through a board of managers, with each JV partner having equal voting rights. The Company has determined that Latitude Margaritaville Watersound JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in the Latitude Margaritaville Watersound JV is accounted for using the equity method. See Note 17. Commitments and Contingencies for additional information related to the guaranty by the Company.

21

Table of Contents

Watersound Fountains Independent Living JV

WOSL, LLC (“Watersound Fountains Independent Living JV”) was formed in 2021. The Company entered into a JV agreement to develop, construct and manage a 148-unit independent senior living community located near the Watersound Origins residential community. The community opened in March 2024. As of September 30, 2025 and December 31, 2024, the Company owned a 53.8% interest in the JV. During the nine months ended September 30, 2025 and 2024, the Company made capital contributions of $2.9 million and $1.7 million, respectively, related to operations of the JV. The Company’s partner is responsible for the day-to-day activities of the JV. The Company has determined that Watersound Fountains Independent Living JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in Watersound Fountains Independent Living JV is accounted for using the equity method. See Note 17. Commitments and Contingencies for additional information related to debt guaranteed by the Company.

Pier Park TPS JV

Pier Park TPS, LLC (“Pier Park TPS JV”) was formed in 2018. The Company entered into a JV agreement to develop and operate a 124-room hotel in Panama City Beach, Florida. As of September 30, 2025 and December 31, 2024, the Company owned a 50.0% interest in the JV. During the nine months ended September 30, 2025, the Company did not receive any cash distributions from the JV. During the nine months ended September 30, 2024, the Company received $0.2 million of cash distributions from the JV. The Company’s partner is responsible for the day-to-day activities of the JV. The Company has determined that Pier Park TPS JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in Pier Park TPS JV is accounted for using the equity method. See Note 17. Commitments and Contingencies for additional information related to debt guaranteed by the Company.

Pier Park RI JV

Pier Park RI, LLC (“Pier Park RI JV”) was formed in 2022. The Company entered into a JV agreement to develop and operate a 121-room hotel in Panama City Beach, Florida. The hotel opened in April 2024. As of September 30, 2025 and December 31, 2024, the Company owned a 50.0% interest in the JV. The Company’s partner is responsible for the day-to-day activities of the JV. The Company has determined that Pier Park RI JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in Pier Park RI JV is accounted for using the equity method. In 2022, the JV entered into a $25.0 million loan (the “Pier Park RI JV Loan”). The Pier Park RI JV Loan bears interest at the Secured Overnight Financing Rate (“SOFR”) plus 2.5%. In September 2025, the Pier Park RI JV Loan maturity date was extended from September 2025 to December 2025. The Pier Park RI JV Loan includes an option for a fixed rate conversion and two options to extend the maturity date by twenty-four months each, upon satisfaction of certain terms and conditions. The loan is secured by real property and certain other security interests. The Company’s JV partner is the sole guarantor and receives a fee related to the guarantee from the Company based on the Company’s ownership percentage. As of both September 30, 2025 and December 31, 2024, $24.9 million was outstanding on the Pier Park RI JV Loan.

Busy Bee JV

SJBB, LLC (“Busy Bee JV”) was formed in 2019, when the Company entered into a JV agreement to construct, own and manage a Busy Bee branded fuel station and convenience store, which includes a Starbucks, in Panama City Beach, Florida. As of September 30, 2025 and December 31, 2024, the Company owned a 50.0% interest in the JV. The Company’s partner is responsible for the day-to-day activities of the JV. The Company has determined that Busy Bee JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in the Busy Bee JV is accounted for using the equity method. In 2019, the JV, entered into a $5.4 million construction loan (the “Busy Bee JV Construction Loan”) and a $1.2 million equipment loan (the “Busy Bee JV Equipment Loan”). The Busy Bee JV Construction Loan and the Busy Bee JV Equipment Loan bear interest at SOFR plus 1.6%. The Busy Bee JV Construction Loan provides for monthly principal and interest payments with a final balloon payment at maturity in

22

Table of Contents

November 2035. The Busy Bee JV Equipment Loan provides for monthly principal and interest payments through maturity in November 2027. The loans are secured by real and personal property and certain other security interests. The Company’s JV partner is the sole guarantor and receives a fee related to the guarantee from the Company based on the Company’s ownership percentage. The Busy Bee JV entered into an interest rate swap to hedge cash flows tied to changes in the underlying floating interest rate tied to SOFR for the Busy Bee JV Construction Loan and the Busy Bee JV Equipment Loan. The Busy Bee JV Construction Loan interest rate swap matures in November 2035 and fixed the variable rate debt, initially at $5.4 million amortizing to $2.8 million at swap maturity, to a rate of 2.7%. The Busy Bee JV Equipment Loan interest rate swap matures in November 2027 and fixed the variable rate debt, initially at $1.2 million to maturity, to a rate of 2.1%. As of September 30, 2025 and December 31, 2024, $4.7 million and $4.8 million, respectively, was outstanding on the Busy Bee JV Construction Loan. As of September 30, 2025 and December 31, 2024, $0.4 million and $0.5 million, respectively, was outstanding on the Busy Bee JV Equipment Loan.

Electric Cart Watersound JV

SJECC, LLC (“Electric Cart Watersound JV”) was formed in 2022, when the Company entered into a JV agreement to develop, construct, lease, manage and operate a golf cart and low speed vehicle “LSV” business at the new Watersound West Bay Center adjacent to the Latitude Margaritaville Watersound residential community in Bay County, Florida and at the Watersound Town Center near the Watersound Origins residential community. The Watersound Town Center showroom opened in June 2024 on property leased to the JV by the Company. As of September 30, 2025 and December 31, 2024, the Company owned a 51% interest in the JV. The Company’s JV partner manages the day-to-day operations of the business. The Company has determined Electric Cart Watersound JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in Electric Cart Watersound JV is accounted for using the equity method. As of September 30, 2025 and December 31, 2024, the Electric Cart Watersound JV had $2.2 million and $2.4 million, respectively, of floorplan line of credit facilities to finance its golf cart and LSV inventory, which are secured by the JV. Borrowings under the line of credit facility bear interest at various rates based on the number of days outstanding after an interest free period ranging from two to six months. As of September 30, 2025 and December 31, 2024, the JV had an outstanding principal balance of $0.3 million and $0.5 million, respectively, on these line of credit facilities. See Note 17. Commitments and Contingencies for additional information related to debt guaranteed by the Company.

Watersound Management JV

Watersound Management, LLC was formed in 2021, when the Company entered into a JV agreement to lease, manage and operate multi-family housing developments for which the JV is the exclusive renting and management agent. All activity of Watersound Management JV is related to multi-family housing developments owned by the Company or by consolidated JVs of the Company. As of September 30, 2025 and December 31, 2024, the Company owned a 50.0% interest in the JV. During each of the nine months ended September 30, 2025 and 2024, the Company received $0.1 million of cash distributions from the JV. The day-to-day activities of the JV are being managed through a board of managers, with each JV partner having equal voting rights. The Company has determined that Watersound Management JV is a voting interest entity, but that the Company does not have a majority voting interest. The Company’s investment in Watersound Management JV is accounted for using the equity method. See Note 18. Related Party Transactions for additional information.

23

Table of Contents

5. Financial Instruments and Fair Value Measurements

Fair Value Measurements

The financial instruments measured at fair value on a recurring basis are as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30, 2025

​

​

​

​

​

​

​

Total Fair

​

​

Level 1

​

Level 2

​

Level 3

​

Value

Cash equivalents:

​

​

​

​

Money market funds

​

$

4,456

​

$

—

​

$

—

​

$

4,456

U.S. Treasury Bills

​

​

58,901

​

​

—

​

​

—

​

​

58,901

​

​

$

63,357

​

$

—

​

$

—

​

$

63,357

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

​

​

​

​

​

​

Total Fair

​

​

Level 1

​

Level 2

​

Level 3

​

Value

Cash equivalents:

​

​

​

​

Money market funds

​

$

2,408

​

$

—

​

$

—

​

$

2,408

U.S. Treasury Bills

​

​

58,971

​

​

—

​

​

—

​

​

58,971

​

​

$

61,379

​

$

—

​

$

—

​

$

61,379

​

Money market funds and U.S. Treasury Bills are measured based on quoted market prices in an active market and categorized within Level 1 of the fair value hierarchy. Money market funds and short-term U.S. Treasury Bills with a maturity date of 90 days or less from the date of purchase are classified as cash equivalents in the Company’s condensed consolidated balance sheets.

Assets and liabilities measured at fair value on a recurring basis related to interest rate swap agreements designated as cash flow hedges are as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fixed

​

Notional

​

​

​

​

​

​

​

Fair

​

Location in

​

​

Effective

​

Maturity

​

Interest

​

Amount as of

​

Derivative Asset Fair Value

​

Value

​

Consolidated

Description

​

Date

​

Date

​

Rate

​

September 30, 2025

​

September 30, 2025

​

December 31, 2024

​

Level

​

Balance Sheets

​

​

​

​

​

​

​

​

​

In Millions

​

In Thousands

​

​

​

​

Pier Park Resort Hotel JV Loan (a)

​

December 2022

​

April 2027

​

3.2%

​

$

40.0

​

$

1,408

​

$

2,560

​

2

​

Other assets

Pier Park TPS JV Loan (b)

​

January 2021

​

January 2026

​

5.2%

​

$

12.9

​

$

29

​

$

108

​

2

​

Accounts payable and other liabilities

(a) See Note 8. Debt, Net for additional information.

(b) Interest rate swap was entered into by the Pier Park TPS JV, which is unconsolidated and accounted for using the equity method. The derivative asset has been recorded at the Company’s proportionate share of its estimated fair value. The Company’s proportionate share of the gain or loss on the derivative instrument is reported as a component of other comprehensive loss and reclassified into equity in income from unconsolidated joint ventures in the period during which the hedged transaction affects earnings. See Note 4. Joint Ventures and Note 17. Commitments and Contingencies for additional information.

24

Table of Contents

The following is a summary of the effect of derivative instruments on the Company’s condensed consolidated statements of income and condensed consolidated statements of comprehensive income:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	Nine Months Ended September 30,
​	​	2025		​	2024		​	2025		​	2024
Amount of net gain (loss) recognized in other comprehensive loss	​	$	46	​	$	(811)	​	$	(167)	​	$	300
Amount of net gain reclassified into interest expense	​	$	(326)	​	$	(436)	​	$	(977)	​	$	(1,308)
Amount of net gain reclassified into equity in income from unconsolidated joint ventures	​	$	(29)	​	$	(46)	​	$	(87)	​	$	(140)

​

As of September 30, 2025, based on current value, the Company expects to reclassify $1.0 million of derivative instruments from accumulated other comprehensive income to earnings during the next twelve months. See Note 12. Accumulated Other Comprehensive Income for additional information.

Investment in Unconsolidated Joint Ventures

The Company evaluates its investment in unconsolidated JVs for impairment during each reporting period. A series of operating losses of an investee or other factors may indicate that a decrease in the value of the Company’s investment in the unconsolidated JV has occurred. The amount of impairment recognized is the excess of the investment’s carrying value over its estimated fair value. The fair value of the Company’s investment in unconsolidated JVs is determined primarily using a discounted cash flow model to value the underlying net assets or cash flows of the respective JV. The fair value of investment in unconsolidated JVs required to be assessed for impairment is determined using Level 3 inputs in the fair value hierarchy. No impairment for unconsolidated JVs was recorded during the three and nine months ended September 30, 2025 and 2024. See Note 4. Joint Ventures for additional information.

Fair Value of Financial Instruments

The carrying value of the Company’s cash and cash equivalents, restricted cash, receivables, other assets, accounts payable and other liabilities approximate fair value due to the short-term nature of these instruments.

The Company uses the following methods and assumptions in estimating fair value for financial instruments:

● The fair value of the investments held by SPE - time deposit is based on the present value of future cash flows at the current market rate.

● The fair value of the investments held by SPE - U.S. Treasury Bills are measured based on quoted market prices in an active market.

● The fair value of debt is based on discounted future expected cash flows based on current market rates for financial instruments with similar risks, terms and maturities.

● The fair value of the senior notes held by SPE is based on the present value of future cash flows at the current market rate.

25

Table of Contents

The carrying amount and estimated fair value, measured on a nonrecurring basis, of the Company’s financial instruments were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30, 2025

​

December 31, 2024

​

Carrying

Estimated

​

Carrying

Estimated

​

​

​

value

​

Fair value

​

Level

​

value

​

Fair value

​

Level

Investments held by SPEs:

​

​

​

​

Time deposit

​

$

200,000

​

$

200,000

3

​

$

200,000

​

$

200,000

3

U.S. Treasury Bills

​

$

2,423

​

$

2,408

1

​

$

3,143

​

$

3,078

1

​

​

​

​

​

​

​

​

Senior Notes held by SPE

​

$

178,735

​

$

183,221

3

​

$

178,484

​

$

178,473

3

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Debt

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fixed-rate debt

​

$

281,420

​

$

238,557

​

2

​

$

258,135

​

$

206,775

​

2

Variable-rate debt

​

​

122,579

​

​

122,579

​

2

​

​

184,581

​

​

184,581

​

2

Total debt

​

$

403,999

​

$

361,136

​

​

​

$

442,716

​

$

391,356

​

​

​

Investments and Senior Notes Held by Special Purpose Entities

In connection with a real estate sale in 2014, the Company received consideration including a $200.0 million fifteen-year installment note (the “Timber Note”) issued by Panama City Timber Finance Company, LLC. The Company contributed the Timber Note and assigned its rights as a beneficiary under a letter of credit to Northwest Florida Timber Finance, LLC. Northwest Florida Timber Finance, LLC monetized the Timber Note by issuing $180.0 million aggregate principal amount of its 4.8% Senior Secured Notes due in 2029 (the “Senior Notes”) at an issue price of 98.5% of face value to third party investors. The investments held by Panama City Timber Finance Company, LLC as of September 30, 2025, consist of a $200.0 million time deposit that, subsequent to April 2, 2014, pays interest at 4.0% and matures in March 2029, U.S. Treasuries of $2.4 million and cash of $0.4 million. The Senior Notes held by Northwest Florida Timber Finance, LLC as of September 30, 2025 consist of $178.7 million, net of the $1.3 million discount and debt issuance costs. Panama City Timber Finance Company, LLC and Northwest Florida Timber Finance, LLC are VIEs, which the Company consolidates as the primary beneficiary of each entity.

6. Leases

The Company as Lessor

Leasing revenue consists of rental revenue from multi-family, senior living, self-storage, retail, office and commercial property, marinas, cell towers and other assets, which is recognized as earned, using the straight-line method over the life of each lease. Variable lease payments primarily include property taxes, insurance, utilities and common area maintenance or payments based on a percentage of sales over specified levels and senior living services. The Company’s leases have remaining lease terms up to the year 2072, some of which include options to terminate or extend.

The components of leasing revenue are as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​
​	Three Months Ended September 30,					​	Nine Months Ended September 30,
​	2025		​	2024		​	2025		​	2024
Leasing revenue	​	​	​	​	​	​	​	​	​	​	​
Lease payments	$	14,393	​	$	13,424	​	$	42,101	​	$	37,927
Variable lease payments	​	2,280	​	​	2,148	​	​	7,322	​	​	6,739
Total leasing revenue	$	16,673	​	$	15,572	​	$	49,423	​	$	44,666

​

26

Table of Contents

Minimum future base rental revenue on non-cancelable leases subsequent to September 30, 2025, for the years ending December 31 are:

​

​	​	​	​
2025	​	$	10,600
2026	​		27,444
2027	​		17,924
2028	​		14,257
2029	​	​	11,124
Thereafter	​	​	42,866
​	​	$	124,215

​

The Company as Lessee

As of September 30, 2025, the Company leased certain office and other equipment under finance leases and had operating leases for property and equipment used in corporate, hospitality and commercial operations with remaining lease terms up to the year 2081. Operating leases also include property for hospitality employee housing. Certain leases include options to purchase, terminate or renew for one or more years, which are included in the lease term used to establish right-of-use assets and lease liabilities when it is reasonably certain that the option will be exercised. The Company uses its incremental borrowing rate to determine the present value of the lease payments since the rate implicit in each lease is not readily determinable. The Company recognizes short-term (twelve months or less) lease payments in profit or loss on a straight-line basis over the term of the lease and variable lease payments in the period in which the obligation for those payments is incurred.

The components of lease expense are as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

2025

​

2024

​

2025

​

2024

​

Lease cost

​

​

​

​

​

​

​

​

​

​

​

​

Finance lease cost:

​

​

​

​

​

​

​

​

​

​

​

​

Amortization of right-of-use assets

$

58

​

$

43

​

$

163

​

$

126

​

Interest on lease liability

9

​

7

​

24

​

18

​

Operating lease cost

537

​

545

​

1,632

​

1,294

​

Variable and short-term lease cost

804

​

809

​

1,986

​

1,741

​

Total lease cost

$

1,408

​

$

1,404

​

$

3,805

​

$

3,179

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other information

​

​

​

​

​

​

​

​

​

​

​

​

Weighted-average remaining lease term - finance lease (in years)

​

​

​

​

​

​

​

2.2

​

​

2.6

​

Weighted-average remaining lease term - operating leases (in years)

​

​

​

​

​

​

​

1.6

​

​

1.9

​

Weighted-average discount rate - finance lease

​

​

​

​

​

​

​

5.5

%

​

5.4

%

Weighted-average discount rate - operating leases

​

​

​

​

​

​

​

5.1

%

​

4.8

%

​

27

Table of Contents

The aggregate payments of finance and operating lease liabilities subsequent to September 30, 2025, for the years ending December 31 are:

​	​	​	​	​	​	​
​	​	Finance Leases		​	Operating Leases
2025	​	$	62	​	$	564
2026	​		235	​		2,104
2027	​		213	​		57
2028	​		110	​		46
2029	​	​	13	​	​	43
Thereafter	​	​	—	​	​	43
Total	​	​	633	​	​	2,857
Less imputed interest	​	​	(51)	​	​	(89)
Total lease liabilities	​	$	582	​	$	2,768

​

​

​

7. Other Assets

Other assets consist of the following:

​

​	​	​	​	​	​	​
​		September 30,			December 31,
​	​	2025		​	2024
Accounts receivable, net	​	$	14,408	​	$	14,590
Homesite sales receivable	​	​	22,623	​	​	25,788
Inventory	​	​	3,898	​	​	4,036
Prepaid expenses	​		12,943	​		12,556
Straight-line rent	​		3,439	​		2,996
Operating lease right-of-use assets	​	​	2,825	​	​	4,417
Restricted cash	​	​	7,497	​	​	7,560
Other assets	​		3,603	​		5,437
Accrued interest receivable for Senior Notes held by SPE	​		935	​		2,938
Total other assets	​	$	72,171	​	$	80,318

​

Accounts Receivable, Net

The Company’s accounts receivable, net primarily include leasing receivables, membership fees, hospitality receivables and other receivables. Accounts receivable, net had opening balances of $14.6 million and $20.3 million, as of January 1, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, accounts receivable, net includes $3.9 million and $7.5 million, respectively, of club membership initiation fee installments receivable.

At each reporting period, accounts receivable in the scope of Financial Instruments—Credit Losses (Topic 326) are pooled by type and judgements are made based on historical losses and expected credit losses based on economic trends to determine the allowance for credit losses primarily using the aging method. Actual losses could differ from those estimates. Write-offs are recorded when the Company concludes that all or a portion of the receivable is no longer collectible. As of September 30, 2025 and December 31, 2024, accounts receivable, net were presented net of allowance for credit losses and net of allowance for lease related receivables of $0.4 million and $0.3 million, respectively. During both the nine months ended September 30, 2025 and 2024, allowance for credit losses and allowance for leases related to accounts receivable, net increased $0.1 million.

Homesite Sales Receivable

Homesite sales receivable from contracts with customers include estimated homesite residuals and certain estimated fees that are recognized as revenue at the time of sale to homebuilders, subject to constraints. Any change in circumstances from the estimated amounts will be updated at each reporting period. The receivable will be collected as the homebuilders build the homes and sell to retail consumers, which can occur over multiple years.

28

Table of Contents

The following table presents the changes in homesite sales receivable:

​

​	​	​	​	​	​	​
​	​	September 30,		​	September 30,
​	​	2025		​	2024
Balance at beginning of period	​	$	25,788	​	$	29,862
Increases due to revenue recognized for homesites sold	​	​	4,737	​	​	4,962
Decreases due to amounts received	​	​	(7,902)	​	​	(7,599)
Balance at end of period	​	$	22,623	​	$	27,225

​

Prepaid Expenses

Prepaid expenses as of September 30, 2025 and December 31, 2024, include commercial leasing related prepaid expenses of $4.2 million and $4.7 million, respectively, and prepaid insurance of $5.4 million and $4.7 million, respectively, as well as other prepaid items.

Restricted Cash

Restricted cash as of September 30, 2025 and December 31, 2024, includes cash and escrow deposits primarily related to requirements for financing, development for certain of the Company’s projects or long-term mitigation bank management.

Other Assets

Other assets as of September 30, 2025 and December 31, 2024, include $1.4 million and $2.6 million, respectively, for the fair value of derivative assets. See Note 5. Financial Instruments and Fair Value Measurements for additional information.

​

​

​

​

​

​

29

Table of Contents

8. Debt, Net

Debt consists of the following:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Effective Rate

​

​

​

​

​

​

​

​

​

​

September 30,

​

September 30,

​

December 31,

​

​

Maturity Date

​

Interest Rate Terms

​

2025

​

2025

​

2024

Watersound Origins Crossings JV Loan (insured by HUD)

​

April 2058

​

Fixed

​

5.0

%

​

$

51,487

​

$

51,953

Pier Park Resort Hotel JV Loan

​

April 2027

​

SOFR plus 2.1% (a)

​

3.8

%

​

​

50,089

​

​

50,882

Mexico Beach Crossings JV Loan (insured by HUD)

​

March 2064

​

Fixed

​

3.0

%

​

​

42,659

​

​

43,069

PPN JV Loan (b)

​

October 2035

​

Fixed

​

6.1

%

​

​

40,000

​

​

40,370

PPC JV Loan (insured by HUD)

​

June 2060

​

Fixed

​

3.1

%

​

​

33,752

​

​

34,153

Pearl Hotel Loan

​

December 2032

​

Fixed

​

6.3

%

​

​

32,930

​

​

34,040

North Bay Landing Loan (insured by HUD) (c)

​

March 2060

​

Fixed

​

5.9

%

​

​

27,680

​

​

22,746

Watersound Camp Creek Loan

​

December 2047

​

SOFR plus 2.1%, floor 2.6%

​

6.2

%

​

​

26,984

​

​

27,377

PPC II JV Loan (insured by HUD)

​

May 2057

​

Fixed

​

2.7

%

​

​

21,474

​

​

21,796

Hotel Indigo Loan

​

October 2028

​

SOFR plus 2.5%, floor 2.5%

​

6.6

%

​

​

19,232

​

​

19,857

Breakfast Point Hotel Loan

​

November 2042

​

Fixed (d)

​

6.0

%

​

​

15,106

​

​

15,473

Lodge 30A JV Loan

​

January 2028

​

Fixed

​

3.8

%

​

​

13,725

​

​

14,130

Topsail Hotel Loan

​

July 2027

​

SOFR plus 2.1%, floor 3.0%

​

6.2

%

​

​

12,276

​

​

12,307

Airport Hotel Loan

​

February 2030 (e)

​

SOFR plus 2.1%, floor 3.0%

​

6.2

%

​

​

5,852

​

​

11,717

Watersound Town Center Grocery Loan

​

August 2031

​

SOFR plus 2.1%, floor 2.3%

​

6.2

%

​

​

5,722

​

​

8,086

Community Development District debt

​

May 2028-May 2039

​

Fixed

​

3.6 to 6.0

%

​

2,607

​

​

3,151

Beckrich Building III Loan

​

August 2029

​

SOFR plus 1.8%

​

5.9

%

​

​

2,424

​

​

5,014

Watercrest JV Loan (f)

​

N/A

​

N/A

​

N/A

​

​

​

—

​

​

19,555

Self-Storage Facility Loan (f)

​

N/A

​

N/A

​

N/A

​

​

​

—

​

​

3,360

Beach Homes Loan (f)

​

N/A

​

N/A

​

N/A

​

​

—

​

​

1,385

Pier Park Outparcel Loan (f)

​

N/A

​

N/A

​

N/A

​

​

​

—

​

​

1,252

WaterColor Crossings Loan (f)

​

N/A

​

N/A

​

N/A

​

​

​

—

​

​

1,043

Total principal outstanding

​

​

​

​

​

​

​

​

​

403,999

​

​

442,716

Unamortized discount and debt issuance costs

​

​

​

​

​

​

​

(4,993)

​

​

(4,962)

Total debt, net

​

​

​

​

​

​

​

​

$

399,006

​

$

437,754

(a) The Pier Park Resort Hotel JV entered into an interest rate swap that matures in April 2027 and fixed the variable rate on the notional amount of related debt, initially at $42.0 million, amortizing to $38.7 million at swap maturity, to a rate of 3.2%. See Note 5. Financial Instruments and Fair Value Measurements for additional information.

(b) In September 2025, the PPN JV Loan was refinanced. The previous loan had an interest rate of 4.1% and a maturity date of November 2025.

(c) In February 2025, the North Bay Landing Loan was refinanced. The previous loan had an interest rate of SOFR plus 2.5%, with a floor of 3.2% and a maturity date of March 2026.

(d) The Breakfast Point Hotel Loan interest rate is fixed through November 2027 and in December 2027 the rate will adjust to the 1-year constant maturity Treasury rate plus 3.3% from December 2027 through November 2042, with a minimum rate of 6.0% throughout the term of the loan.

(e) In February 2025, the Airport Hotel Loan maturity date was extended to February 2030.

(f) In the first nine months of 2025, the loan was paid in full.

The Company’s indebtedness consists of various loans on real and leasehold property. These loans are typically secured by various interests in the property such as assignment of rents, leases, deposits, permits, plans, specifications, fees, agreements, approvals, contracts, licenses, construction contracts, development contracts, service contracts, franchise agreements, the borrower’s assets, improvements, and security interests in the rents, personal property, management agreements, construction agreements, improvements, accounts, profits, leases and fixtures (collectively,

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“Security Interests”). The specific Security Interests vary from loan to loan. As of September 30, 2025, the weighted average effective interest rate of total outstanding debt was 4.9%, of which 79.6% includes fixed or swapped interest rates, and the average remaining life was 19.5 years.

In 2023, the Watersound Origins Crossings JV refinanced into a $52.9 million loan, insured by the U.S. Department of Housing and Urban Development (“HUD”), for a multi-family community located near the entrance to the Watersound Origins residential community (the “Watersound Origins Crossings JV Loan”). The loan provides for monthly payments of principal and interest through maturity in April 2058. The loan includes a prepayment premium due to the lender of 1% - 8% for any principal that is prepaid through April 2033. The loan is secured by the real property and certain other Security Interests.

In 2020, the Pier Park Resort Hotel JV entered into a loan with an initial amount of $52.5 million up to a maximum of $60.0 million through additional earn-out requests (the “Pier Park Resort Hotel JV Loan”). The loan was entered into to finance the construction of a hotel in the Pier Park area of Panama City Beach, Florida. The loan provides for monthly principal and interest payments with a final balloon payment at maturity in April 2027. The loan is secured by the real property and certain other Security Interests. In connection with the loan, as guarantors, the Company and the Company’s JV partner entered into a guarantee based on each partner’s ownership interest in favor of the lender, to guarantee the payment and performance of the borrower. As guarantor, the Company’s liability under the Pier Park Resort Hotel JV Loan can be released upon reaching and maintaining certain debt service coverage. In addition, the guarantee can become full recourse in the case of the failure of the guarantor to abide by or perform any of the covenants or warranties to be performed on the part of such guarantor. The Pier Park Resort Hotel JV entered into an interest rate swap to hedge cash flows tied to changes in the underlying floating interest rate tied to SOFR. The interest rate swap matures in April 2027 and fixed the variable rate on the notional amount of related debt, initially at $42.0 million, amortizing to $38.7 million at swap maturity, to a rate of 3.2%. See Note 5. Financial Instruments and Fair Value Measurements for additional information.

In 2022, the Mexico Beach Crossings JV entered into a $43.5 million loan, insured by HUD, to finance the construction of a multi-family community in Mexico Beach, Florida (the “Mexico Beach Crossings JV Loan”). The loan provides for monthly principal and interest payments through maturity in March 2064. The loan includes a prepayment premium due to the lender of 1% - 9% for any principal that is prepaid through March 2034. The loan is secured by the real property and certain other Security Interests.

In 2015, the Pier Park North JV entered into a $48.2 million loan (the “PPN JV Loan”), secured by a first lien on, and Security Interest in, a majority of the Pier Park North JV’s property. In September 2025, The PPN JV Loan was refinanced, which increased the principal amount of the loan from $39.5 million to $40.0 million and fixed the interest rate to 6.1%. The refinanced loan requires monthly payments of principal and interest beginning in November 2025, with a final balloon payment at maturity in October 2035. The loan may not be prepaid prior to October 2029. Commencing in October 2029 through May 2035, any principal prepaid is subject to a prepayment fee equal to the greater of (i) a prepayment ratio, as outlined in the loan agreement, or (ii) 1% of the amount prepaid. From June 2035 through maturity, the loan may be prepaid without a prepayment fee upon prior written notice. In connection with the loan, the Company entered into a limited guarantee in favor of the lender with respect to environmental indemnity matters and specified non-recourse carveouts outlined in the loan agreement. During the nine months ended September 30, 2025, the Company incurred $0.3 million of loan costs due to the refinance.

In 2018, the Pier Park Crossings JV entered into a $36.6 million loan, insured by HUD, as amended, to finance the construction of a multi-family community in Panama City Beach, Florida (the “PPC JV Loan”). The loan provides for monthly principal and interest payments through maturity in June 2060. The loan includes a prepayment premium due to the lender of 2% - 7% for any additional principal that is prepaid through August 2031. The loan is secured by the real property and certain other Security Interests.

In 2022, a wholly-owned subsidiary of the Company entered into a $37.0 million loan, which is guaranteed by the Company, to finance the acquisition of a hotel located on Scenic Highway 30A (“The Pearl Hotel Loan”). The loan provides for monthly principal and interest payments with a final balloon payment at maturity in December 2032. The loan includes a prepayment fee due to the lender of 1% - 3% of the outstanding principal balance if the loan is refinanced

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with another financial institution through December 2027. The loan is secured by the real property and certain other Security Interests.

In 2021, a wholly-owned subsidiary of the Company entered into a loan, as amended, to finance the construction of a multi-family community in Panama City, Florida (the “North Bay Landing Loan”). In February 2025, the North Bay Landing Loan was refinanced, which increased the principal amount of the loan to $27.8 million, fixed the interest rate to 5.9% and provides for monthly payments of principal and interest through maturity in March 2060. The refinanced loan terms include a prepayment premium due to the lender of 1% - 10% for any principal that is prepaid through March 2035. The refinanced loan is insured by HUD and is secured by the real property and certain other Security Interests. During the nine months ended September 30, 2025, the Company incurred $0.6 million of loan costs due to the refinance. The nine months ended September 30, 2025 includes a less than $0.1 million loss on early extinguishment of debt related to unamortized debt issuance costs, included within other income (expense), net on the condensed consolidated statements of income.

In 2021, a wholly-owned subsidiary of the Company entered into a $28.0 million loan, which is guaranteed by the Company, to finance the construction of an inn and amenity center near the Watersound Camp Creek residential community (the “Watersound Camp Creek Loan”). The loan provides for monthly principal and interest payments through maturity in December 2047. The loan is secured by the real property and certain other Security Interests. As guarantor, the Company’s liability under the loan will be reduced to 50% of the outstanding principal amount upon the project reaching and maintaining a trailing six months of operations with a certain debt service coverage ratio and reduced to 25% of the outstanding principal amount upon reaching and maintaining a trailing twelve months of operations with a certain debt service coverage ratio. In addition, the guarantee can become full recourse in the case of the failure of guarantor to abide by or perform any of the covenants, warranties or other certain obligations to be performed on the part of such guarantor.

In 2022, the Pier Park Crossings Phase II JV refinanced into a $22.9 million loan, insured by HUD, for a multi-family community in Panama City Beach, Florida (the “PPC II JV Loan”). The loan provides for monthly payments of principal and interest through maturity in May 2057. The loan includes a prepayment premium due to the lender of 1% - 7% for any additional principal that is prepaid through May 2032. The loan is secured by the real property and certain other Security Interests.

In 2021, a wholly-owned subsidiary of the Company entered into a $21.2 million loan, which is guaranteed by the Company, to finance the construction of a hotel in Panama City, Florida (the “Hotel Indigo Loan”). The loan provides for monthly principal and interest payments with a final balloon payment at maturity in October 2028. The loan includes an option for an extension of the maturity date by sixty months, subject to certain conditions, which would provide for continued principal and interest payments with a final balloon payment at the extended maturity date. The loan is secured by the leasehold property and certain other Security Interests.

In 2020, a wholly-owned subsidiary of the Company entered into a $16.8 million loan, which is guaranteed by the Company, to finance the construction of a hotel in the Breakfast Point area of Panama City Beach, Florida (the “Breakfast Point Hotel Loan”). The loan provides for monthly principal and interest payments through maturity in November 2042. The loan includes a prepayment premium due to the lender of 1% of the outstanding principal balance for any additional principal that is prepaid through November 2027. The loan is secured by the real property and certain other Security Interests.

In 2021, The Lodge 30A JV entered into a $15.0 million loan to finance the construction of a boutique hotel in Seagrove Beach, Florida (the “Lodge 30A JV Loan”). The loan provides for monthly principal and interest payments with a final balloon payment at maturity in January 2028. The loan is secured by the real property and certain other Security Interests. In connection with the loan, the Company, wholly-owned subsidiaries of the Company and the Company’s JV partner entered into a joint and several payment and performance guarantee in favor of the lender. Upon reaching a certain debt service coverage ratio for a minimum of twenty-four months, the Company’s liability as guarantor can be reduced to 75% of the outstanding principal amount for a twelve-month period. The debt service coverage ratio will be tested annually thereafter and the Company’s liability can be reduced to 50% in year four and 25% in year five. The Company receives a monthly fee related to the guarantee from its JV partner based on the JV partner’s ownership percentage.

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In 2022, a wholly-owned subsidiary of the Company entered into a $13.7 million loan, which is guaranteed by the Company, to finance the construction of a hotel in Santa Rosa Beach, Florida (the “Topsail Hotel Loan”). The loan provides for monthly principal and interest payments with a final balloon payment at maturity in July 2027. The loan is secured by the real property and certain other Security Interests.

In 2020, a wholly-owned subsidiary of the Company entered into a $15.3 million loan, which is guaranteed by the Company, to finance construction of a hotel in Panama City, Florida (the “Airport Hotel Loan”). The loan provided for monthly principal and interest payments with a final balloon payment at maturity. In February 2025, the Airport Hotel Loan maturity date was extended from March 2025 to February 2030. During the nine months ended September 30, 2025, the Company incurred less than $0.1 million of additional loan costs due to the modification. The loan is secured by the real property and certain other Security Interests.

In 2021, a wholly-owned subsidiary of the Company entered into a $12.0 million loan, which is guaranteed by the Company, to finance the construction of a building in the Watersound Town Center near the Watersound Origins residential community (the “Watersound Town Center Grocery Loan”). The loan provides for monthly principal and interest payments with a final balloon payment at maturity in August 2031. The loan is secured by the real property and certain other Security Interests. As guarantor, the Company’s liability under the loan is 50% of the outstanding principal amount and will be reduced to 25% of the outstanding principal amount upon reaching a certain debt service coverage ratio.

Community Development District (“CDD”) bonds financed the construction of infrastructure improvements at some of the Company’s projects. The principal and interest payments on the bonds are paid by assessments on the properties benefited by the improvements financed by the bonds. CDD debt is secured by certain real estate or other collateral. The Company has recorded a liability for CDD debt that is associated with platted property, which is the point at which it becomes fixed and determinable. Additionally, the Company has recorded a liability for the portion of the CDD debt that is associated with unplatted property if it is probable and reasonably estimable that the Company will ultimately be responsible for repayment. The Company’s total CDD debt assigned to property it owns was $9.0 million and $9.6 million as of September 30, 2025 and December 31, 2024, respectively. The Company pays interest on this total outstanding CDD debt.

In 2019, a wholly-owned subsidiary of the Company entered into a $5.5 million loan, which is guaranteed by the Company, to finance the construction of an office building in Panama City Beach, Florida (the “Beckrich Building III Loan”). The loan provides for monthly principal and interest payments with a final balloon payment at maturity in August 2029. The loan is secured by the real property and certain other Security Interests.

In 2019, the Watercrest JV entered into a $22.5 million loan to finance the construction of a senior living facility in Santa Rosa Beach, Florida (the “Watercrest JV Loan”). In September 2025, the Watercrest JV sold its senior living community property to a third party and the loan was paid in full. The three and nine months ended September 30, 2025, includes $0.3 million loss on early extinguishment of debt related to unamortized debt issuance costs included within other income (expense), net on the condensed consolidated statements of income. See Note 4. Joint Ventures for additional information.

In 2020, a wholly-owned subsidiary of the Company entered into a $5.8 million loan, to finance the construction of a self-storage facility in Santa Rosa Beach, Florida (the “Self-Storage Facility Loan”). In the first quarter of 2025, the loan was paid in full.

In 2018, a wholly-owned subsidiary of the Company entered into a $1.7 million loan, to finance the construction of two beach homes located in Panama City Beach, Florida (the “Beach Homes Loan”). In the second quarter of 2025, the loan was paid in full.

In 2017, a wholly-owned subsidiary of the Company entered into a $1.6 million loan to finance the construction of a commercial leasing property located in Panama City Beach, Florida (the “Pier Park Outparcel Loan”). In the first quarter of 2025, the loan was paid in full.

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In 2018, a wholly-owned subsidiary of the Company entered into a $1.9 million loan, to finance the construction of a commercial leasing property located in Santa Rosa Beach, Florida (the “WaterColor Crossings Loan”). In the second quarter of 2025, the loan was paid in full.

The Company’s financing agreements are subject to various customary debt covenants and as of both September 30, 2025 and December 31, 2024, the Company was in compliance with the financial debt covenants.

As of September 30, 2025, property, receivables and inventory that were pledged as collateral related to the Company’s debt agreements, had an approximate carrying amount of $502.1 million. These assets are included within investment in real estate, net, property and equipment, net and other assets on the condensed consolidated balance sheets.

The aggregate maturities of debt subsequent to September 30, 2025, for the years ending December 31 are:

​	​	​	​
2025	​	$	2,296
2026	​	​	9,734
2027	​		69,155
2028	​		36,953
2029	​		8,697
Thereafter	​		277,164
​	​	$	403,999

​

​

9. Accounts Payable and Other Liabilities

Accounts payable and other liabilities consist of the following:

​

​	​	​	​	​	​	​
​		September 30,			December 31,
​	​	2025		​	2024
Accounts payable	​	$	16,789	​	$	22,847
Income tax payable	​	​	4,106	​	​	1,849
Finance lease liabilities	​	​	582	​	​	406
Operating lease liabilities	​	​	2,768	​	​	4,366
Accrued compensation	​		7,787	​		7,635
Other accrued liabilities	​		12,962	​		4,982
Club membership deposits	​		3,087	​		3,155
Advance deposits	​		7,343	​		5,879
Accrued interest expense for Senior Notes held by SPE	​		713	​		2,850
Total accounts payable and other liabilities	​	$	56,137	​	$	53,969

​

Accounts payable as of September 30, 2025 and December 31, 2024, primarily include payables and retainage related to the Company’s development and construction projects.

Other accrued liabilities include $7.6 million of accrued property taxes as of September 30, 2025, which are generally paid annually in November. As of December 31, 2024, the Company had no accrued property taxes.

Advance deposits consist of deposits received on hotel rooms and related hospitality activities. Advance deposits are recorded as accounts payable and other liabilities in the condensed consolidated balance sheets without regard to whether they are refundable and are recognized as income at the time the service is provided for the related deposit.

​

10. Deferred Revenue

As of September 30, 2025 and December 31, 2024, deferred revenue includes club initiation fees of $45.7 million and $45.9 million, respectively, and other deferred revenue of $14.5 million and $13.4 million, respectively.

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Club initiation fees are recognized as revenue over the estimated average duration of membership, which is evaluated periodically. The following table presents the changes in club initiation fees related to contracts with customers:

​

​	​	​	​	​	​	​
​	​	September 30,		​	September 30,
​	​	2025		​	2024
Balance at beginning of period	​	$	45,885	​	$	48,742
New club memberships	​	​	10,387	​	​	9,432
Revenue from amounts included in contract liability opening balance	​	​	(9,828)	​	​	(9,471)
Revenue from current period new memberships	​	​	(733)	​	​	(915)
Balance at end of period	​	$	45,711	​	$	47,788

​

Remaining performance obligations represent contracted revenue that has not been recognized related to club initiation fees. As of September 30, 2025, remaining performance obligations were $45.7 million, of which the Company expects to recognize as revenue $3.2 million in 2025, $23.7 million in 2026 through 2027, $15.8 million in 2028 through 2029 and $3.0 million thereafter.

Other deferred revenue as of both September 30, 2025 and December 31, 2024, includes $10.9 million related to a 2006 agreement pursuant to which the Company agreed to sell land to the Florida Department of Transportation. Revenue is recognized when title to a specific parcel is legally transferred.

11. Income Taxes

Income tax expense (benefit) attributable to income from operations differed from the amount computed by applying the statutory federal income tax rate of 21% as of September 30, 2025 and 2024 to pre-tax income as a result of the following:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,										​	​	Nine Months Ended September 30,										​
​		2025				​		2024				​	​	2025				​	​	2024
U.S. federal statutory tax rate		$	11,327	​	21.0	%		$	4,881	​	21.0	%	​	$	24,389	​	21.0	%	​	$	15,672	​	21.0	%
State and local income taxes, net of federal income tax effect (a)	​		2,371	​	4.4	%	​		1,018	​	4.4	%	​		5,114	​	4.4	%	​		3,268	​	4.4	%
Energy related tax credits	​	​	—	​	—	%	​	​	129	​	0.6	%	​	​	(270)	​	(0.2)	%	​	​	—	​	—	%
Nontaxable or nondeductible and other items	​		37	​	0.1	%	​		381	​	1.6	%	​		259	​	0.2	%	​		419	​	0.5	%
Total income tax expense		$	13,735	​	25.5	%		$	6,409	​	27.6	%	​	$	29,492	​	25.4	%	​	$	19,359	​	25.9	%

(a) State taxes in Florida make up all of the tax effect in this category.

As of September 30, 2025 and December 31, 2024, the Company had income tax payable of $4.1 million and $1.8 million, respectively, included within accounts payable and other liabilities on the condensed consolidated balance sheets.

In general, a valuation allowance is recorded if, based on all available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Realization of the Company’s deferred tax assets is dependent upon the Company generating sufficient taxable income in future years in the appropriate tax jurisdictions to obtain a benefit from the reversal of deductible temporary differences and from loss carryforwards. As of both September 30, 2025 and December 31, 2024, the Company did not have a valuation allowance.

Significant judgment is required in evaluating the Company's uncertain tax positions and determining its provision for income taxes. The Company regularly assesses the likelihood of adverse outcomes resulting from potential examinations to determine the adequacy of its provision for income taxes and applies a “more-likely-than-not” in determining the financial statement recognition and measurement of a tax position taken or expected to be taken in the

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tax returns. The Company has not identified any material unrecognized tax benefits as of September 30, 2025 or December 31, 2024.

On July 4, 2025, the “One Big Beautiful Bill Act” (“H.R.1”) was signed into law, which includes significant changes to federal tax law and other regulatory provisions that may impact the Company. The Company has determined that H.R.1 did not have a material impact on the Company’s financial position, results of operations, and cash flows.

12. Accumulated Other Comprehensive Income

Following is a summary of the changes in the balances of accumulated other comprehensive income, which is presented net of tax:

​

​	​	​	​	​	​	​	​
​	​		Unrealized		​	​
​	​	​	Gain (Loss) on		​	​	​
​	​		Cash Flow		​	​	​
​	​	​	Hedges		​	Total
Accumulated other comprehensive income as of December 31, 2024	​	​	$	1,419	​	$	1,419
Other comprehensive loss before reclassifications	​	​	​	(138)	​	​	(138)
Amounts reclassified from accumulated other comprehensive income	​	​	​	(869)	​	​	(869)
Other comprehensive loss	​	​	​	(1,007)	​	​	(1,007)
Less: Other comprehensive loss attributable to non-controlling interest	​	​	​	346	​	​	346
Accumulated other comprehensive income as of September 30, 2025	​	​	$	758	​	$	758

​

Following is a summary of the tax effects allocated to other comprehensive (loss) income:

​

​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30, 2025
​		Before-			Tax (Expense)			Net-of-
​	​	Tax Amount		​	Benefit		​	Tax Amount
Interest rate swap	​	$	44	​	$	(8)	​	$	36
Interest rate swap - unconsolidated affiliate	​	​	2	​	​	—	​	​	2
Reclassification adjustment for net (gain) loss included in earnings	​		(355)	​		65	​		(290)
Net unrealized (loss) gain	​		(309)	​		57	​		(252)
Other comprehensive (loss) income	​	$	(309)	​	$	57	​	$	(252)

​

​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30, 2024
​		Before-			Tax			Net-of-
​	​	Tax Amount		​	Benefit		​	Tax Amount
Interest rate swap	​	$	(759)	​	$	135	​	$	(624)
Interest rate swap - unconsolidated affiliate	​	​	(52)	​	​	13	​	​	(39)
Reclassification adjustment for net (gain) loss included in earnings	​		(482)	​		89	​		(393)
Net unrealized (loss) gain	​		(1,293)	​		237	​		(1,056)
Other comprehensive (loss) income	​	$	(1,293)	​	$	237	​	$	(1,056)

​

​	​	​	​	​	​	​	​	​	​
​	​	Nine Months Ended September 30, 2025
​		Before-			Tax Benefit			Net-of-
​	​	Tax Amount		​	(Expense)		​	Tax Amount
Interest rate swaps	​	$	(175)	​	$	31	​	$	(144)
Interest rate swap - unconsolidated joint venture	​	​	8	​	​	(2)	​	​	6
Reclassification adjustment for net (gain) loss included in earnings	​		(1,064)	​		195	​		(869)
Net unrealized (loss) gain	​		(1,231)	​		224	​		(1,007)
Other comprehensive (loss) income	​	$	(1,231)	​	$	224	​	$	(1,007)

​

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​	​	​	​	​	​	​	​	​	​
​	​	Nine Months Ended September 30, 2024
​		Before-			Tax (Expense)			Net-of-
​	​	Tax Amount		​	Benefit		​	Tax Amount
Interest rate swaps	​	$	232	​	$	(41)	​	$	191
Interest rate swap - unconsolidated joint venture	​	​	68	​	​	(17)	​	​	51
Reclassification adjustment for net (gain) loss included in earnings	​		(1,448)	​		267	​		(1,181)
Net unrealized (loss) gain	​		(1,148)	​		209	​		(939)
Other comprehensive (loss) income	​	$	(1,148)	​	$	209	​	$	(939)

​

​

​

13. Stockholders’ Equity

Dividends

During each of the three months ended September 30, 2025 and 2024, the Company paid dividends of $0.14, per share on the Company’s common stock for a total of $8.1 million and $8.2 million, respectively. During the nine months ended September 30, 2025 and 2024, the Company paid dividends of $0.42 and $0.38, respectively, per share on the Company’s common stock for a total of $24.4 million and $22.2 million, respectively.

Stock Repurchase Program

The Company’s Board of Directors (the “Board”) approved a stock repurchase program (the “Stock Repurchase Program”) pursuant to which the Company is authorized to repurchase shares of its common stock. The program has no expiration date.

During the three months ended September 30, 2025, the Company repurchased 176,085 shares of its common stock outstanding at an average repurchase price of $49.45, per share, for an aggregate purchase price of $8.7 million, excluding the excise tax on stock repurchases in excess of issuances as a result of the Inflation Reduction Act of 2022 (the “IRA”). During the nine months ended September 30, 2025, the Company repurchased 535,099 shares of its common stock outstanding at an average repurchase price of $46.64, per share, for an aggregate purchase price of $24.9 million, excluding the excise tax on stock repurchases in excess of issuances as a result of the IRA. During the three and nine months ended September 30, 2024, the Company did not repurchase shares of its common stock outstanding. As of September 30, 2025, the Company had a total authority of $75.1 million available for purchase of shares of its common stock. The Company may repurchase its common stock in open market purchases from time to time, in privately negotiated transactions or otherwise, pursuant to Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The timing and amount of any additional stock to be repurchased will depend upon a variety of factors. Repurchases may be commenced or suspended at any time or from time to time without prior notice. The Stock Repurchase Program will continue until otherwise modified or terminated by the Company’s Board at any time in its sole discretion.

Issuance of Common Stock for Employee Compensation

In February 2025, the Company granted 16,076 restricted stock awards to certain employees pursuant to the Company’s 2015 Performance and Equity Incentive Plan (the “2015 Plan”). The restricted stock awards vest in equal annual installments on the first, second and third annual anniversary of the grant date, subject to the recipient’s continued employment through and on the applicable vesting date. In addition, in February 2025, the Company granted 3,332 restricted stock awards to an employee pursuant to the 2015 Plan. The restricted stock awards vest in January 2030, subject to the recipient’s continued employment through and on the applicable vesting date. The weighted average grant date fair value of the restricted stock awards was $46.24 per share.

In February 2024, the Company granted 26,744 restricted stock awards to certain employees pursuant to the 2015 Plan. The restricted stock awards vest in equal annual installments on the first, second and third annual anniversary of the grant date, subject to the recipient’s continued employment through and on the applicable vesting date. During the nine months ended September 30, 2025, 8,051 of the restricted shares vested on the first annual anniversary. During the nine months ended September 30, 2024, 2,592 of the unvested restricted shares were forfeited due to the recipient’s

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resignation. In addition, in February 2024, the Company granted 5,418 restricted stock awards to an employee pursuant to the 2015 Plan. The restricted stock awards vest in January 2030, subject to the recipient’s continued employment through and on the applicable vesting date. The weighted average grant date fair value of the restricted stock awards was $54.16 per share.

In March 2023, the Company granted 12,796 restricted stock awards to certain employees pursuant to the 2015 Plan. The restricted stock awards vest in equal annual installments on the first, second and third annual anniversary of the grant date, subject to the recipient’s continued employment through and on the applicable vesting date. During the nine months ended September 30, 2025 and 2024, 3,185 and 3,187, respectively, of the restricted shares vested on the annual anniversaries. During the nine months ended September 30, 2024, 3,237 of the unvested restricted shares were forfeited due to the recipient’s resignation. The weighted average grant date fair value of the restricted stock awards was $39.42 per share.

In February 2023, the Company granted 17,943 restricted stock awards to certain employees pursuant to the 2015 Plan. The restricted stock awards vest in equal annual installments on the first, second and third annual anniversary of the grant date, subject to the recipient’s continued employment through and on the applicable vesting date. During the nine months ended September 30, 2025 and 2024, 5,979 and 5,982, respectively, of the restricted shares vested on the annual anniversaries. In addition, in February 2023, the Company granted 5,760 restricted stock awards to an employee pursuant to the 2015 Plan. The restricted stock awards vest in January 2030, subject to the recipient’s continued employment through and on the applicable vesting date. The weighted average grant date fair value of the restricted stock awards was $44.30 per share.

In April 2022, the Company granted 4,361 restricted stock awards to an employee pursuant to the 2015 Plan. The restricted stock awards vest in January 2030, subject to the recipient’s continued employment through and on the applicable vesting date. The weighted average grant date fair value of the restricted stock awards was $55.73 per share.

In February 2022, the Company granted 25,594 restricted stock awards to certain employees pursuant to the 2015 Plan. The restricted stock awards vested in equal annual installments on the first, second and third annual anniversary of the grant date, subject to the recipient’s continued employment through and on the applicable vesting date. During the nine months ended September 30, 2025 and 2024, 7,664 and 8,532, respectively, of the restricted shares vested on the annual anniversaries. During the nine months ended September 30, 2024, 867 of the unvested restricted shares were forfeited due to the recipient’s resignation. The weighted average grant date fair value of the restricted stock awards was $46.73 per share.

Following is a summary of non-vested restricted share activity:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Nine Months Ended September 30, 2025				​	Nine Months Ended September 30, 2024
​	​	​	​	​	Weighted Average	​	​	​	​	Weighted Average
​	​	​	​	​	Grant Date	​	​	​	​	Grant Date
​	​	Number of	​	​	Fair Value	​	Number of	​	​	Fair Value
Non-Vested Restricted Shares	​	Shares	​	​	Per Share	​	Shares	​	​	Per Share
Balance at beginning of period	​	65,688	​	$	49.31	​	57,923	​	$	44.80
Granted	​	19,408	​	$	46.24	​	32,162	​	$	54.16
Vested	​	(24,879)	​	$	47.61	​	(17,701)	​	$	44.59
Forfeited	​	—	​	$	—	​	(6,696)	​	$	46.07
Balance at end of period	​	60,217	​	$	49.02	​	65,688	​	$	49.31

​

Stock based compensation cost is measured at the grant date based on the fair value of the award and is typically recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. Forfeitures are accounted for as they occur. During both the three months ended September 30, 2025 and 2024 and during both the nine months ended September 30, 2025 and 2024, the Company recorded expense of $0.3 million and $0.9 million, respectively, related to restricted stock awards for employee compensation.

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As of both September 30, 2025 and December 31, 2024, unrecognized compensation costs, related to non-vested restricted stock awards were $2.0 million. As of September 30, 2025, unrecognized compensation costs will be recognized over a weighted average period of 2.5 years.

Performance and Equity Incentive Plan

On May 13, 2025, at the Company’s annual meeting of stockholders, the Company’s stockholders approved The St. Joe Company 2025 Performance and Equity Incentive Plan (the “2025 Incentive Plan”), as described in the Company’s Definitive Proxy Statement, filed with the SEC on April 1, 2025, to replace the 2015 Plan, effective July 1, 2025. The 2025 Incentive Plan authorizes an aggregate issuance of up to 1,500,000 million shares of common stock, 1,352,215 shares of which remain available for issuance as of July 1, 2025, subject to adjustment, in the form of awards of stock options, restricted stock, restricted stock units, stock bonuses, stock appreciation rights, performance awards and other share-based awards. The Company’s officers, employees, directors and certain consultants are eligible to receive awards under the 2025 Incentive Plan.

14. Revenue Recognition

Revenue consists primarily of real estate sales, hospitality operations and leasing operations. Taxes collected from customers and remitted to governmental authorities (e.g., sales tax) are excluded from revenue, cost of revenue and expenses. The following represents revenue disaggregated by segment, good or service and timing:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 2025

​

​

Residential

​

Hospitality

​

Commercial

​

Other

​

Total

Revenue by Major Good/Service:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Real estate revenue

​

$

36,772

​

$

—

​

$

44,988

​

$

2,071

​

$

83,831

Hospitality revenue

​

​

—

​

​

60,572

​

​

—

​

​

—

​

​

60,572

Leasing revenue

​

​

9

​

​

1,088

​

​

15,511

​

​

65

​

​

16,673

Total revenue

​

$

36,781

​

$

61,660

​

$

60,499

​

$

2,136

​

$

161,076

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Timing of Revenue Recognition:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Recognized at a point in time

​

$

36,772

​

$

46,694

​

$

44,988

​

$

2,071

​

$

130,525

Recognized over time

​

​

—

​

​

13,878

​

​

—

​

​

—

​

​

13,878

Over lease term

​

​

9

​

​

1,088

​

​

15,511

​

​

65

​

​

16,673

Total revenue

​

$

36,781

​

$

61,660

​

$

60,499

​

$

2,136

​

$

161,076

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 2024

​

​

Residential

​

Hospitality

​

Commercial

​

Other

​

Total

Revenue by Major Good/Service:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Real estate revenue

​

$

18,952

​

$

—

​

$

7,951

​

$

1,076

​

$

27,979

Hospitality revenue

​

​

—

​

​

55,460

​

​

—

​

​

—

​

​

55,460

Leasing revenue

​

​

50

​

​

984

​

​

14,501

​

​

37

​

​

15,572

Total revenue

​

$

19,002

​

$

56,444

​

$

22,452

​

$

1,113

​

$

99,011

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Timing of Revenue Recognition:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Recognized at a point in time

​

$

18,952

​

$

42,678

​

$

7,951

​

$

1,076

​

$

70,657

Recognized over time

​

​

—

​

​

12,782

​

​

—

​

​

—

​

​

12,782

Over lease term

​

​

50

​

​

984

​

​

14,501

​

​

37

​

​

15,572

Total revenue

​

$

19,002

​

$

56,444

​

$

22,452

​

$

1,113

​

$

99,011

39

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 2025

​

​

Residential

​

Hospitality

​

Commercial

​

Other

​

Total

Revenue by Major Good/Service:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Real estate revenue

​

$

107,735

​

$

1,400

​

$

52,572

​

$

4,271

​

$

165,978

Hospitality revenue

​

​

—

​

​

168,954

​

​

—

​

​

—

​

​

168,954

Leasing revenue

​

​

128

​

​

3,013

​

​

45,933

​

​

349

​

​

49,423

Total revenue

​

$

107,863

​

$

173,367

​

$

98,505

​

$

4,620

​

$

384,355

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Timing of Revenue Recognition:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Recognized at a point in time

​

$

107,735

​

$

129,146

​

$

52,572

​

$

4,271

​

$

293,724

Recognized over time

​

​

—

​

​

41,208

​

​

—

​

​

—

​

​

41,208

Over lease term

​

​

128

​

​

3,013

​

​

45,933

​

​

349

​

​

49,423

Total revenue

​

$

107,863

​

$

173,367

​

$

98,505

​

$

4,620

​

$

384,355

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 2024

​

​

Residential

​

Hospitality

​

Commercial

​

Other

​

Total

Revenue by Major Good/Service:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Real estate revenue

​

$

81,416

​

$

—

​

$

12,342

​

$

2,942

​

$

96,700

Hospitality revenue

​

​

—

​

​

157,037

​

​

—

​

​

—

​

​

157,037

Leasing revenue

​

​

133

​

​

2,688

​

​

41,603

​

​

242

​

​

44,666

Total revenue

​

$

81,549

​

$

159,725

​

$

53,945

​

$

3,184

​

$

298,403

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Timing of Revenue Recognition:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Recognized at a point in time

​

$

81,416

​

$

118,382

​

$

12,342

​

$

2,942

​

$

215,082

Recognized over time

​

​

—

​

​

38,655

​

​

—

​

​

—

​

​

38,655

Over lease term

​

​

133

​

​

2,688

​

​

41,603

​

​

242

​

​

44,666

Total revenue

​

$

81,549

​

$

159,725

​

$

53,945

​

$

3,184

​

$

298,403

​

​

​

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Table of Contents

15. Other Income, Net

Other income, net consists of the following:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30,

​

September 30,

​

2025

2024

2025

2024

Investment income, net

​

​

​

​

Interest, dividend and accretion income

​

$

694

​

$

863

​

$

2,046

​

$

2,559

Interest income from investments in SPEs

​

2,003

​

2,003

​

6,009

​

6,009

Interest earned on notes receivable and other interest

​

420

​

579

​

1,692

​

1,725

Total investment income, net

​

3,117

​

3,445

​

9,747

​

10,293

Interest expense

​

​

​

​

Interest incurred for project financing and other interest expense

​

(5,564)

​

(6,166)

​

(16,657)

​

(18,804)

Interest expense and amortization of discount and issuance costs for Senior Notes issued by SPE

​

(2,222)

​

(2,218)

​

(6,664)

​

(6,652)

Total interest expense

​

(7,786)

​

(8,384)

​

(23,321)

​

(25,456)

Equity in income from unconsolidated joint ventures

​

​

3,480

​

​

6,775

​

​

21,186

​

​

19,546

Other income (expense), net

​

​

​

​

Gain on contributions to unconsolidated joint ventures

​

—

​

—

​

—

​

11

Gain (loss) on disposition of assets

​

​

2,588

​

​

(9)

​

​

2,536

​

​

(554)

Miscellaneous expense, net

​

(393)

​

(41)

​

(795)

​

(58)

Other income (expense), net

​

2,195

​

(50)

​

1,741

​

(601)

Total other income, net

​

$

1,006

​

$

1,786

​

$

9,353

​

$

3,782

​

Investment Income, Net

Interest, dividend and accretion income includes interest income accrued or received on the Company’s cash, cash equivalents and other investments.

Interest income from investments in SPEs primarily includes interest earned on the investments held by Panama City Timber Finance Company, LLC, which is used to pay the interest expense for Senior Notes held by Northwest Florida Timber Finance, LLC. See Note 5. Financial Instruments and Fair Value Measurements for additional information.

Interest earned on the Company’s notes receivable and other interest includes interest earned on notes receivable and on the Company’s unimproved land contribution to the unconsolidated Latitude Margaritaville Watersound JV as home sales are transacted in the community. See Note 4. Joint Ventures for additional information.

Interest Expense

Interest expense includes interest incurred related to the Company’s project financing, Senior Notes issued by Northwest Florida Timber Finance, LLC, CDD debt and finance leases. Interest expense also includes amortization of debt discount and premium and debt issuance costs. Discount and issuance costs for the Senior Notes issued by Northwest Florida Timber Finance, LLC, are amortized based on the effective interest method at an effective rate of 4.9%. See Note 5. Financial Instruments and Fair Value Measurements for additional information.

During the three and nine months ended September 30, 2025 and 2024, the Company did not capitalize interest related to projects under development or construction.

Equity in Income from Unconsolidated Joint Ventures

Equity in income from unconsolidated joint ventures includes the Company’s proportionate share of earnings or losses of unconsolidated JVs accounted for using the equity method. Equity in income from unconsolidated joint

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Table of Contents

ventures includes income related to the Latitude Margaritaville Watersound JV of $4.9 million and $8.4 million during the three months ended September 30, 2025 and 2024, respectively, and $26.0 million and $23.2 million during the nine months ended September 30, 2025 and 2024, respectively. Equity in income from unconsolidated joint ventures also includes loss related to the Pier Park RI JV of $1.6 million and $0.5 million during the nine months ended September 30, 2025 and 2024, respectively. The hotel opened in April 2024. Activity includes start-up, depreciation and interest expenses for the project. Equity in income from unconsolidated joint ventures also includes loss related to the Watersound Fountains Independent Living JV of $1.1 million during each of the three months ended September 30, 2025 and 2024, and $3.1 million and $3.0 million during the nine months ended September 30, 2025 and 2024, respectively. The community opened in March 2024 and is currently under lease-up. See Note 4. Joint Ventures for additional information.

Other Income (Expense), Net

Gain on contributions to unconsolidated joint ventures includes gain on additional infrastructure improvements contributed to the Company’s unconsolidated Latitude Margaritaville Watersound JV. See Note 4. Joint Ventures for additional information.

Gain (loss) on disposition of assets during the three and nine months ended September 30, 2025, primarily includes gain on the sale of the Company’s Pilatus PC-12 NG aircraft (“N850J”) previously used in hospitality operations. Gain (loss) on disposition of assets during the nine months ended September 30, 2024, primarily includes loss on disposal of hospitality assets.

Miscellaneous expense, net during the three and nine months ended September 30, 2025, primarily includes loss on early extinguishment of debt related to the payoff of the Watercrest JV Loan, as well as fees related to other loans.

​

16. Segment Information

The Company conducts primarily all of its business in the following three reportable segments: (1) residential, (2) hospitality and (3) commercial. The Company’s reportable segments are strategic business units that offer different products and services. They are each managed separately and decisions about allocations of resources are determined by management based on these strategic business units.

The accounting policies of the segments are set forth in Note 2 to the Company’s consolidated financial statements contained in Item 15 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Total revenue represents sales to unaffiliated customers, as reported in the Company’s condensed consolidated statements of income. All significant intercompany transactions have been eliminated in consolidation. The Company uses total segment revenue, gross profit and income before income taxes and non-controlling interest and other qualitative measures for purposes of making decisions about allocating resources to each segment and assessing each segment’s performance, which the Company believes represents current performance measures.

The Company’s President, Chief Executive Officer and Chairman of the Board is the Chief Operating Decision maker (the “CODM”). For the residential, hospitality and commercial segments, the CODM uses segment revenue, gross profit and income before income taxes and non-controlling interest to allocate resources (including employees, property, and financial or capital resources) for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a monthly basis for the profit measures when making decisions about allocating capital and personnel to the segments. The CODM also uses segment revenue and gross profit for evaluating product pricing and segment income before income taxes and non-controlling interest to assess the performance for each segment by comparing the results and return on assets of each segment with one another and in the compensation of certain employees.

The Company does not allocate income taxes or certain unusual items to segments. In addition, the hospitality and commercial segments have significant non-cash depreciation and amortization in reported profit or loss.

42

Table of Contents

The captions entitled “Other” consists of mitigation bank credit sales revenue and cost of revenue; real estate brokerage, title insurance agency and insurance agency business revenue and cost of revenue; corporate operating expenses; corporate depreciation and amortization and corporate other income and expense items.

Information by business segment is as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30,

​

September 30,

​

2025

2024

2025

2024

Operating revenue:

​

​

​

​

Residential

​

$

36,781

​

$

19,002

​

$

107,863

​

$

81,549

Hospitality

​

61,660

​

56,444

​

173,367

​

159,725

Commercial (a)

​

60,499

​

22,452

​

98,505

​

53,945

Other

​

2,136

​

1,113

​

4,620

​

3,184

Consolidated operating revenue

​

$

161,076

​

$

99,011

​

$

384,355

​

$

298,403

​

​

​

​

​

​

​

​

​

​

​

​

​

Cost of revenue:

​

​

​

​

Cost of residential revenue

​

$

17,950

​

$

11,517

​

$

57,054

​

$

42,313

Cost of hospitality revenue

​

40,458

​

37,480

​

117,159

​

107,227

Cost of commercial revenue (a)

​

29,236

​

10,022

​

44,108

​

23,579

Cost of other revenue

​

1,948

​

942

​

3,558

​

2,227

Consolidated cost of revenue

​

$

89,592

​

$

59,961

​

$

221,879

​

$

175,346

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross profit:

​

​

​

​

​

​

​

​

​

​

​

​

Residential

​

$

18,831

​

$

7,485

​

$

50,809

​

$

39,236

Hospitality

​

​

21,202

​

​

18,964

​

​

56,208

​

​

52,498

Commercial (a)

​

​

31,263

​

​

12,430

​

​

54,397

​

​

30,366

Other

​

​

188

​

​

171

​

​

1,062

​

​

957

Consolidated gross profit

​

$

71,484

​

$

39,050

​

$

162,476

​

$

123,057

​

​

​

​

​

​

​

​

​

​

​

​

​

Corporate and other operating expenses:

​

​

​

​

Residential

​

$

1,264

​

$

1,260

​

$

3,619

​

$

3,580

Hospitality

​

416

​

361

​

1,265

​

1,184

Commercial

​

1,161

​

954

​

3,433

​

2,783

Other

​

4,054

​

3,421

​

11,600

​

11,397

Consolidated corporate and other operating expenses

​

$

6,895

​

$

5,996

​

$

19,917

​

$

18,944

​

​

​

​

​

​

​

​

​

​

​

​

​

Depreciation, depletion and amortization:

​

​

​

​

Residential

​

$

38

​

$

61

​

$

155

​

$

185

Hospitality

​

7,086

​

6,749

​

21,438

​

19,984

Commercial

​

4,426

​

4,883

​

13,878

​

13,813

Other

​

107

​

89

​

303

​

278

Consolidated depreciation, depletion and amortization

​

$

11,657

​

$

11,782

​

$

35,774

​

$

34,260

​

​

​

​

​

​

​

​

​

​

​

​

​

Investment income, net:

​

​

​

​

Residential

​

$

210

​

$

460

​

$

1,101

​

$

1,282

Hospitality

​

​

43

​

​

34

​

​

105

​

​

112

Commercial

​

​

11

​

​

14

​

​

88

​

​

41

Other (b)

​

2,853

​

2,937

​

8,453

​

8,858

Consolidated investment income, net

​

$

3,117

​

$

3,445

​

$

9,747

​

$

10,293

​

​

​

​

​

​

​

​

​

​

​

​

​

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​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30,

​

September 30,

​

2025

2024

2025

2024

Interest expense:

​

​

​

​

Residential

​

$

90

​

$

99

​

$

271

​

$

298

Hospitality

​

​

2,613

​

​

2,956

​

​

7,923

​

​

8,957

Commercial

​

2,850

​

3,109

​

8,450

​

9,544

Other (c)

​

2,233

​

2,220

​

6,677

​

6,657

Consolidated interest expense

​

$

7,786

​

$

8,384

​

$

23,321

​

$

25,456

​

​

​

​

​

​

​

​

​

​

​

​

​

Equity in income (loss) from unconsolidated joint ventures:

​

​

​

​

​

​

​

​

​

​

​

​

Residential (d)

​

$

4,870

​

$

8,350

​

$

26,004

​

$

23,173

Commercial (e)

​

​

(1,390)

​

​

(1,575)

​

​

(4,818)

​

​

(3,627)

Consolidated equity in income from unconsolidated joint ventures

​

$

3,480

​

$

6,775

​

$

21,186

​

$

19,546

​

​

​

​

​

​

​

​

​

​

​

​

​

Other income (expense), net:

​

​

​

​

​

​

​

​

​

​

​

​

Residential

​

$

89

​

$

—

​

$

270

​

$

119

Hospitality (f)

​

​

2,564

​

​

47

​

​

2,410

​

​

(304)

Commercial

​

​

(513)

​

​

(91)

​

​

(1,013)

​

​

(459)

Other

​

​

55

​

​

(6)

​

​

74

​

​

43

Other income (expense), net

​

$

2,195

​

$

(50)

​

$

1,741

​

$

(601)

​

​

​

​

​

​

​

​

​

​

​

​

​

Income (loss) before income taxes:

​

​

​

​

Residential (d)

​

$

22,608

​

$

14,875

​

$

74,139

​

$

59,747

Hospitality (f)

​

13,694

​

8,979

​

28,097

​

22,181

Commercial (a) (e)

​

20,934

​

1,832

​

22,893

​

181

Other (b) (c)

​

(3,298)

​

(2,628)

​

(8,991)

​

(8,474)

Consolidated income before income taxes

​

$

53,938

​

$

23,058

​

$

116,138

​

$

73,635

​

​

​

​

​

​

​

​

​

​

​

​

​

Capital expenditures:

​

​

​

​

Residential

​

$

14,085

​

$

18,259

​

$

65,492

​

$

51,047

Hospitality

​

1,391

​

7,549

​

8,567

​

23,414

Commercial

​

4,494

​

8,790

​

14,598

​

23,233

Other

​

431

​

200

​

974

​

1,000

Total capital expenditures

​

$

20,401

​

$

34,798

​

$

89,631

​

$

98,694

(a) The three and nine months ended September 30, 2025, include the sale of the Watercrest JV’s senior living community property, generating revenue of $41.0 million, cost of revenue of $21.6 million and gross profit of $19.4 million. Following the sale, the Watercrest JV ceased operating activities. See Note 4. Joint Ventures for additional information.

(b) Includes interest income from investments in SPE of $2.0 million in each the three months ended September 30, 2025 and 2024 and $6.0 million in each the nine months ended September 30, 2025 and 2024.

(c) Includes interest expense from investments in SPE of $2.2 million in each the three months ended September 30, 2025 and 2024 and $6.7 million in each the nine months ended September 30, 2025 and 2024.

(d) Equity in income from unconsolidated joint ventures includes $4.9 million and $8.4 million for the three months ended September 30, 2025 and 2024, respectively, and $26.0 million and $23.2 million for the nine months ended September 30, 2025 and 2024, respectively, related to the Latitude Margaritaville Watersound JV. See Note 4. Joint Ventures and Note 15. Other Income, Net for additional information.

(e) The nine months ended September 30, 2025 and 2024, include $1.6 million and $0.5 million, respectively, of equity in loss from unconsolidated joint ventures related to the Pier Park RI JV. The hotel opened in April 2024 and activity in the current period includes start-up, depreciation and interest expenses for the project. The three months ended September 30, 2025 and 2024, each include $1.1 million and the nine months ended September 30, 2025 and 2024, include $3.1 million and $3.0 million, respectively, of equity in loss from unconsolidated joint ventures related to the Watersound Fountains Independent Living JV. The community opened in March 2024 and is currently under lease-up. See Note 4. Joint Ventures and Note 15. Other Income, Net for additional information.

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(f) The three and nine months ended September 30, 2025, include a $2.6 million gain on disposition of assets related to the sale of the N850J aircraft previously used in hospitality operations. See Note 15. Other Income, Net for additional information.

​

​	​	​	​	​	​	​
​		September 30,			December 31,
​	​	2025		​	2024
Investment in unconsolidated joint ventures:	​	​	​	​	​	​
Residential	​	$	56,358	​	$	53,399
Commercial	​	​	11,130	​	​	13,055
Total investment in unconsolidated joint ventures	​	$	67,488	​	$	66,454
​	​	​	​	​	​	​
Total assets:		​			​
Residential	​	$	250,841	​	$	241,435
Hospitality	​		462,847	​		460,604
Commercial	​		505,896	​		515,955
Other	​		314,329	​		320,580
Total assets	​	$	1,533,913	​	$	1,538,574

​

​

17. Commitments and Contingencies

The Company establishes an accrued liability when it is both probable that a material loss has been incurred and the amount of the loss can be reasonably estimated. The Company will evaluate the range of reasonably estimated losses and record an accrued liability based on what it believes to be the minimum amount in the range, unless it believes an amount within the range is a better estimate than any other amount. In such cases, there may be an exposure to loss in excess of the amounts accrued. The Company evaluates quarterly whether further developments could affect the amount of the accrued liability previously established or would make a loss contingency both probable and reasonably estimable.

The Company also provides disclosure when it believes it is reasonably possible that a material loss will be incurred or when it believes it is reasonably possible that the amount of a loss will exceed the recorded liability. The Company reviews loss contingencies at least quarterly to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be made. This estimated range of possible losses is based upon currently available information and is subject to significant judgment and a variety of assumptions, as well as known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from the current estimate.

The Company is subject to a variety of litigation, claims, other disputes and governmental proceedings that arise from time to time in the ordinary course of its business, including litigation related to its prior development activities. The Company cannot make assurances that it will be successful in defending these matters. Based on current knowledge, the Company does not believe that loss contingencies arising from pending litigation, claims, other disputes and governmental proceedings, including those described herein, will have a material adverse effect on the consolidated financial position or liquidity of the Company. However, in light of the inherent uncertainties involved in these matters, an adverse outcome in one or more of these matters could be material to the Company’s results of operations or cash flows for any particular reporting period.

The Company is subject to costs arising out of environmental laws and regulations, which include obligations to remove or limit the effects on the environment of the disposal or release of certain wastes or substances at various sites, including sites which have been previously sold. It is the Company’s policy to accrue and charge against earnings environmental cleanup costs when it is probable that a liability has been incurred and a range of loss can be reasonably estimated. As assessments and cleanups proceed, these accruals are reviewed and adjusted, if necessary, as additional information becomes available. The Company is in the process of assessing certain properties in regard to the effects, if any, on the environment from the disposal or release of wastes or substances. Management is unable to quantify future rehabilitation costs above present accruals at this time or provide a reasonably estimated range of loss.

Other litigation, claims and disputes, including environmental matters, are pending against the Company. Accrued aggregate liabilities related to the matters described above and other litigation matters were $0.1 million and $0.3 million, respectively, as of September 30, 2025 and December 31, 2024. Significant judgment is required in both the

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determination of probability and whether the amount of an exposure is reasonably estimable. Due to uncertainties related to these matters, accruals are based only on the information available at the time. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s results of operations for any particular reporting period.

The Company has retained certain self-insurance risks with respect to losses for third party liability and property damage, including its timber assets.

As of September 30, 2025 and December 31, 2024, the Company was required to provide surety bonds that guarantee completion and maintenance of certain infrastructure in certain development projects and mitigation banks, as well as other financial guarantees of $39.7 million and $53.1 million, respectively, as well as standby letters of credit in the amount of $0.4 million and $0.7 million, respectively, which may potentially result in liability to the Company if certain obligations of the Company are not met.

As of September 30, 2025, the Company had a total of $27.9 million, primarily in construction and development related contractual obligations.

In 2019, the Company’s unconsolidated Pier Park TPS JV, entered into a $14.4 million loan (the “Pier Park TPS JV Loan”). The loan bears interest at SOFR plus 2.6% and provides for monthly principal and interest payments with a final balloon payment at maturity in January 2026. The loan is secured by the real and personal property and certain other Security Interests. In connection with the loan, the Company, a wholly-owned subsidiary of the Company and the Company’s JV partner entered into a joint and several payment and performance guarantee in favor of the lender. The guarantee contains customary provisions providing for full recourse upon the occurrence of certain events. The Pier Park TPS JV entered into an interest rate swap to hedge cash flows tied to changes in the underlying floating interest rate tied to SOFR. The interest rate swap matures in January 2026 and fixed the variable rate on the related debt, initially at $14.4 million to a rate of 5.2%. As of September 30, 2025 and December 31, 2024, $12.9 million and $13.2 million, respectively, was outstanding on the Pier Park TPS JV Loan. See Note 4. Joint Ventures and Note 5. Financial Instruments and Fair Value Measurements for additional information.

In 2020, the Company’s unconsolidated Latitude Margaritaville Watersound JV, entered into a $45.0 million loan, as amended (the “Latitude Margaritaville Watersound JV Loan”). The loan bears interest at SOFR plus 2.5%, with a floor of 3.0%. The loan provides for monthly interest payments with a final balloon payment at maturity in December 2025, with an option to extend the maturity date by one year, subject to bank approval. The loan is secured by the real and personal property and certain other Security Interests. In connection with the loan, the Company and the Company’s JV partner entered into an unconditional guaranty of completion of certain homes and related improvements in favor of the lender. As of September 30, 2025, there was no balance outstanding on the Latitude Margaritaville Watersound JV Loan. As of December 31, 2024, $41.2 million was outstanding on the Latitude Margaritaville Watersound JV Loan. See Note 4. Joint Ventures for additional information.

In 2021, the Company’s unconsolidated Watersound Fountains Independent Living JV, entered into a $41.9 million loan (the “Watersound Fountains JV Loan”). The loan bears interest at SOFR plus 2.1%, with a floor of 2.6%. The loan provides for monthly principal and interest payments with a final balloon payment at maturity in April 2026. The loan includes an option for an extension of the maturity date by twelve months, subject to certain conditions, which would provide for continued monthly principal and interest payments with a final balloon payment at the extended maturity date. The loan is secured by the real property and certain other Security Interests. In connection with the loan, the Company executed a guarantee in favor of the lender to guarantee the payment and performance of the borrower under the Watersound Fountains JV Loan. The guarantee contains customary provisions providing for full recourse upon the occurrence of certain events. The Company, as the guarantor, receives a quarterly fee related to the guarantee from its JV partners based on the JV partners’ ownership percentage. As of September 30, 2025 and December 31, 2024, $41.4 million and $41.7 million, respectively, was outstanding on the Watersound Fountains JV Loan. See Note 4. Joint Ventures for additional information.

In 2022, the Company’s unconsolidated Electric Cart Watersound JV, entered into a $5.4 million loan (the “Electric Cart Watersound JV Loan”). The loan bears interest at SOFR plus 1.8%, with a floor of 2.1%. The loan provides for

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monthly principal and interest payments with a final balloon payment at maturity in September 2032. The loan is secured by the real property and certain other Security Interests. In connection with the loan, the Company, a wholly-owned subsidiary of the Company and the Electric Cart Watersound JV entered into a joint and several payment and performance guarantee in favor of the lender. After the initial forty-eight months of the loan, the Company’s liability as guarantor under the loan will be reduced to 50% of the outstanding principal balance upon reaching a certain debt service coverage and other conditions. The Company is the sole guarantor and receives a quarterly fee related to the guarantee from its JV partner based on the JV partner’s ownership percentage. As of September 30, 2025 and December 31, 2024, $4.3 million and $4.4 million, respectively, was outstanding on the Electric Cart Watersound JV Loan. See Note 4. Joint Ventures for additional information.

The Company has assessed the need to record a liability for the guarantees related to the Company’s unconsolidated JVs and did not record an obligation as of both September 30, 2025 and December 31, 2024. As of both September 30, 2025 and December 31, 2024, allowance for credit losses related to the contingent aspect of these guarantees, based on historical experience and economic trends, was $0.1 million and is included within accounts payable and other liabilities on the condensed consolidated balance sheets.

As part of a certain sale of forestry land in 2014, the Company generated significant tax gains. The installment note’s structure allowed the Company to defer the resulting federal and state tax liability of $45.6 million until 2029, the maturity date for the installment note. The Company has a deferred tax liability related to the gain in connection with the sale. At the maturity date of the installment note in 2029, the $200.0 million time deposit included in investments held by special purpose entities will be used to pay the $180.0 million of principal for the Senior Notes held by special purpose entity and the remaining $20.0 million will become available to the Company, which can be used to pay a portion of the tax liability. See Note 5. Financial Instruments and Fair Value Measurements for additional information.

​

18. Related Party Transactions

The Company provides mitigation bank credits, impact and other fees, property for lease and services to certain unconsolidated JVs. The Company recognized revenue related to these transactions of $0.5 million during each of the three months ended September 30, 2025 and 2024, and $2.1 million and $2.0 million during the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, receivables from unconsolidated JVs were $0.3 million and less than $0.1 million, respectively.

The Watersound Management JV provides leasing management services for the Company’s multi-family communities. The Company incurred expense related to these transactions of $0.7 million during each of the three months ended September 30, 2025 and 2024, and $1.9 million and $1.8 million during the nine months ended September 30, 2025 and 2024, respectively. See Note 4. Joint Ventures for additional information.

The Company incurred land development and planning costs reimbursements to the Latitude Margaritaville Watersound JV of $0.3 million and $1.0 million during the three months ended September 30, 2025 and 2024, respectively, and $1.4 million and $2.6 million during the nine months ended September 30, 2025 and 2024, respectively, which were primarily included in investment in real estate, net on the condensed consolidated balance sheets. As of September 30, 2025 and December 31, 2024, less than $0.1 million and $0.5 million, respectively, were payable to the Latitude Margaritaville Watersound JV. See Note 4. Joint Ventures for additional information.

​

19. Subsequent Events

On October 29, 2025, the Company’s Board of Directors declared a cash dividend of $0.16 per share on the Company’s common stock, payable on December 12, 2025, to shareholders of record at the close of business on November 13, 2025.

​

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Item 2.         Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes in Item 1 and with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements are forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including the risks and uncertainties described in “Forward-Looking Statements” below and “Risk Factors” beginning on page 7 of our Annual Report on Form 10-K. Our actual results may differ materially from those contained in or implied by any forward-looking statements. We assume no obligation to revise or publicly release any revision to any forward-looking statements contained in this Quarterly Report on Form 10-Q, unless required by law.

Business Overview

St. Joe is a diversified real estate development, asset management and operating company with all of its real estate assets and operations in Northwest Florida. We intend to use existing assets for residential, hospitality and commercial ventures. We have significant residential and commercial land-use entitlements. We actively seek higher and better uses for our real estate assets through a range of development activities. As part of our core business strategy, we have created a meaningful portion of our business through JVs. We enter into these arrangements for the purposes of developing real estate and other business activities, which we believe allows us to complement our growth strategy, leverage industry expertise and diversify our business. We may also partner with or explore the sale of discrete assets when we and/or others can better deploy resources. We seek to continue to enhance the value of our owned real estate assets by developing residential, commercial and hospitality projects to meet market demand. Approximately 87% of our real estate is located in Florida’s Bay, Gulf, and Walton counties. Approximately 90% of our real estate land holdings are located within fifteen miles of the Gulf.

We believe our present capital structure, liquidity and land provide us with years of opportunities to increase recurring revenue and long-term value for our shareholders. We intend to continue to focus on our core business activity of real estate development, asset management and operations by expanding our portfolio of income producing commercial properties, developing long-term, scalable residential communities and growing our hospitality offerings. We continue to develop a broad range of asset types that we believe will provide acceptable rates of return, grow recurring revenues and support future business. Capital commitments will be funded with cash proceeds from completed projects, existing cash, owned-land, partner capital and financing arrangements. We do not anticipate immediate benefits from investments. Timing of projects may be subject to delays caused by factors beyond our control. We may also choose to operate rather than lease assets, lease rather than sell assets, or sell improved rather than unimproved assets that may delay revenue and profits.

Our real estate investment strategy focuses on projects that meet long-term risk-adjusted return criteria. Our practice is to only incur such expenditures when our analysis indicates that a project will generate a return equal to or greater than the threshold return over its life.

Highlights for the third quarter of 2025 compared to the third quarter of 2024 include:

● Quarterly net income attributable to the Company increased by 130.4% to $38.7 million, or $0.67 per share, during the three months ended September 30, 2025, from $16.8 million, or $0.29 per share, in the same period in 2024.

● Quarterly revenue increased by 62.7% to $161.1 million during the three months ended September 30, 2025, from $99.0 million in the same period in 2024.

● Real estate revenue increased by 199.3% to $83.8 million during the three months ended September 30, 2025, from $28.0 million in the same period in 2024. Residential real estate revenue increased by 93.7% to $36.8 million from $19.0 million. The average homesite base sales price increased to $150,000 from $86,000 and gross margin increased to 53.4% from 39.1%, during the three months ended September 30, 2025 and 2024, respectively.

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● Hospitality revenue increased by 9.4% to a third quarter record of $60.6 million during the three months ended September 30, 2025, from $55.4 million in the same period in 2024.

● Leasing revenue increased by 7.1% to a quarterly record of $16.7 million during the three months ended September 30, 2025, from $15.6 million in the same period in 2024.

​

Market Conditions

While macroeconomic factors such as uncertainty over tariffs, inflation, elevated interest rates and higher insurance costs for consumers and overall consumer confidence, among other things, continued to produce economic headwinds and impacted buyer sentiment in many parts of the country, our segments continued to generate positive financial results through the first nine months of 2025. We believe this is primarily due to the continued growth of Northwest Florida as a result of net migration, which we attribute to the region’s high quality of life, natural beauty and outstanding amenities.

While elevated interest rates, market conditions in their home states and higher insurance costs have negatively impacted or delayed the ability of some buyers to obtain financing or sell their existing home in their home state, the impact has been partially offset by the net migration into our markets and the number of cash buyers. Market conditions have also not caused an increase in cancellation rates as homebuilders have continued to perform on their contractual obligations with us.

Given our diverse portfolio of residential holdings, the mix of sales and pricing from different communities may impact revenue and margins period over period, as discussed in more detail below.

Reportable Segments

We conduct primarily all of our business in the following three reportable segments: (1) residential, (2) hospitality and (3) commercial.

The following table sets forth the relative contribution of these reportable segments to our consolidated operating revenue:

​	​	​	​	​	​	​	​	​	​	​
​		Three Months Ended September 30,			​	Nine Months Ended September 30,			​	​
​	​	2025		2024		2025		2024		​
Segment Operating Revenue										​
Residential		22.8	%	19.2	%	28.1	%	27.3	%	​
Hospitality		38.3	%	57.0	%	45.1	%	53.5	%	​
Commercial		37.6	%	22.7	%	25.6	%	18.1	%	​
Other		1.3	%	1.1	%	1.2	%	1.1	%	​
Consolidated operating revenue		100.0	%	100.0	%	100.0	%	100.0	%	​

​

For more information regarding our reportable segments see Note 16. Segment Information.

Residential Segment

Our residential segment typically plans and develops residential communities of various sizes across a wide range of price points and sells homesites to homebuilders or retail consumers. Our residential segment also evaluates opportunities to enter into JV agreements for specific communities such as Latitude Margaritaville Watersound.

The residential segment generates revenue from sales of homesites, homes and other residential land and certain homesite residuals from homebuilder sales that provide us a percentage of the sale price of the completed home if the home price exceeds a negotiated threshold. Revenue is recognized at the point in time when a sale is closed and title and control have been transferred to the buyer. The residential segment also generates revenue from the sale of tap and impact fee credits, marketing fees and other fees on certain transactions. Certain homesite residuals and other revenue related to homebuilder homesite sales are recognized in revenue at the point in time of the closing of the sale. The

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residential segment incurs costs from direct costs (e.g., development and construction costs), selling costs and other indirect costs.

Our residential segment includes the Watersound Origins, Watersound Origins West, Watersound Camp Creek, Breakfast Point East, Titus Park, Bayside at Ward Creek, Breakwater at Ward Creek, Salt Grass at Ward Creek, College Station, Park Place, Salt Creek at Mexico Beach, and WindMark Beach communities, which are large scale, multi-phase communities with current development activity, sales activity or future phases. Homesites in these communities are developed based on market demand and sold primarily to homebuilders and on a limited basis to retail customers.

The East Lake Creek, East Lake Powell, Lake Powell, Pigeon Creek, Teachee, West Bay Creek and West Laird communities have phases of homesites in preliminary planning or permitting. Homesites in these communities will be developed based on market demand.

The SummerCamp Beach community has homesites available for sale and along with the RiverCamps and SouthWood communities, have additional lands for future development.

The Latitude Margaritaville Watersound community is a planned 55+ active adult residential community in Bay County, Florida. The community is located near the Intracoastal Waterway with convenient access to the Northwest Florida Beaches International Airport. The community is being developed through our unconsolidated Latitude Margaritaville Watersound JV with our partner Minto Communities USA, a homebuilder and community developer, and is estimated to include approximately 3,500 residential homes, which are being developed in smaller increments of discrete neighborhoods. As of September 30, 2025, the unconsolidated Latitude Margaritaville Watersound JV had completed 2,074 home sale transactions of the total estimated 3,500 homes planned in the community and had 205 homes under contract, which are expected to result in a sales value to the JV of approximately $123.1 million at closing of the homes. See Note 4. Joint Ventures for additional information.

The residential homesite pipeline by community/project is as follows:

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Residential Homesite Pipeline (a)
​	​	​	​	Platted or	​	​	​	Additional	​	​
​	​	​	​	Under	​	Engineering	​	Entitlements with	​	​
Community/Project	​	Location	​	Development	​	or Permitting	​	Concept Plan	​	Total
Breakfast Point East (b)	​	Bay County, FL	​	118	​	85	​	105	​	308
College Station	​	Bay County, FL	​	—	​	59	​	209	​	268
East Lake Creek (b)	​	Bay County, FL	​	—	​	—	​	200	​	200
East Lake Powell (c)	​	Bay County, FL	​	—	​	—	​	360	​	360
Lake Powell (d)	​	Bay County, FL	​	—	​	327	​	1,025	​	1,352
Latitude Margaritaville Watersound (d) (e)	​	Bay County, FL	​	585	​	841	​	—	​	1,426
Salt Creek at Mexico Beach (b)	​	Bay County, FL	​	—	​	131	​	154	​	285
Salt Creek at Mexico Beach Townhomes (b)	​	Bay County, FL	​	—	​	42	​	—	​	42
Park Place	​	Bay County, FL	​	183	​	—	​	—	​	183
Pigeon Creek (d)	​	Bay County, FL	​	—	​	—	​	3,330	​	3,330
RiverCamps (c)	​	Bay County, FL	​	—	​	—	​	149	​	149
SouthWood (f)	​	Leon County, FL	​	—	​	—	​	920	​	920
SummerCamp Beach (b)	​	Franklin County, FL	​	15	​	—	​	260	​	275
Teachee (d)	​	Bay County, FL	​	—	​	106	​	1,644	​	1,750
Titus Park	​	Bay County, FL	​	90	​	125	​	439	​	654
Bayside at Ward Creek (d)	​	Bay County, FL	​	—	​	334	​	—	​	334
Breakwater at Ward Creek (d)	​	Bay County, FL	​	31	​	95	​	—	​	126
Salt Grass at Ward Creek (d)	​	Bay County, FL	​	164	​	305	​	—	​	469
Watersound Camp Creek (f)	​	Walton County, FL	​	30	​	—	​	—	​	30
Watersound Origins (f)	​	Walton County, FL	​	83	​	—	​	—	​	83
Watersound Origins West (d)	​	Walton County, FL	​	163	​	358	​	2,759	​	3,280
West Bay Creek (d)	​	Bay County, FL	​	—	​	—	​	5,250	​	5,250
West Laird (d)	​	Bay County, FL	​	—	​	1,068	​	1,117	​	2,185
WindMark Beach (f)	​	Gulf County, FL	​	113	​	306	​	329	​	748
Total Homesites	​	​	​	1,575	​	4,182	​	18,250	​	24,007

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Table of Contents

(a) The number of homesites are preliminary and are subject to change. Includes homesites platted or currently in concept planning, engineering, permitting or development. We have significant additional entitlements for future residential homesites on our land holdings.

(b) Planned Unit Development (“PUD”).

(c) Development Agreement (“DA”).

(d) Detailed Specific Area Plan (“DSAP”).

(e) The unconsolidated Latitude Margaritaville Watersound JV builds and sells homes in this community.

(f) Development of Regional Impact (“DRI”).

In addition to the communities listed above, we have a number of other residential project concepts in various stages of planning and evaluation.

As of September 30, 2025, we had nineteen different homebuilders within our residential communities. As of September 30, 2025, we had 1,992 residential homesites under contract, which are expected to result in revenue of approximately $146.2 million, plus residuals, at closing of the homesites over the next several years. By comparison, as of September 30, 2024, we had 1,381 residential homesites under contract, with an expected revenue of approximately $122.3 million, plus residuals. The change in homesites under contract is due to homesite transactions since the end of the prior period, new contracts, including a long-term contract totaling approximately 650 undeveloped homesites within the SouthWood community, and the amount of remaining homesites in current phases of the residential communities. Homesite prices vary significantly by community and often sell in concentrated transactions that may impact period over period results. As of September 30, 2025, in addition to the 1,992 homesites under contract in other residential communities, our unconsolidated Latitude Margaritaville Watersound JV had 205 homes under contract, which together with the 1,992 homesites are expected to result in a sales value of approximately $269.3 million at closing of the homesites and homes.

Hospitality Segment

Our hospitality segment features a private membership club (the “Watersound Club”), hotel operations, food and beverage operations, golf courses, beach clubs, retail outlets, gulf-front vacation rentals, marinas and other entertainment assets. The hospitality segment generates revenue from membership sales, golf courses, lodging at our hotels, short-term vacation rentals, food and beverage operations, merchandise sales, marina operations (including boat slip rentals, boat storage fees and fuel sales), other resort and entertainment activities and beach clubs, which includes food and beverage operations of the WaterColor Beach Club. Hospitality revenue is generally recognized at the point in time services are provided and represent a single performance obligation with a fixed transaction price. Hospitality revenue recognized over time includes non-refundable club membership initiation fees, club membership dues and other membership fees. The hospitality segment incurs costs from the services and goods provided, personnel costs, maintenance of the facilities and holding costs of the assets. From time to time, we may explore the sale of certain hospitality properties, the development of new hospitality properties, as well as new entertainment and management opportunities. Our hospitality segment may also generate revenue from the sale of operating properties. Real estate sales in our hospitality segment incur costs of revenue directly associated with the land, development, construction and selling costs. Some of our JV assets and other assets incur interest and financing expenses related to the loans as described in Note 8. Debt, Net.

Watersound Club provides club members access to our member facilities, which include the Watersound Beach Club, Camp Creek golf course and amenities, Shark’s Tooth golf course and tennis center and The Third golf course, which opened in November 2024. In addition, in June 2024, we opened The Sporting Preserve, a 12-stand sporting clays course. Watersound Club offers different types of club memberships, each with different access rights and associated fee structures. Watersound Club is focused on creating an outstanding membership experience combined with the luxurious aspects of a destination resort. Watersound Beach Club located on Scenic Highway 30A with over one mile of Gulf frontage, has two resort-style pools, two restaurants, three bars, kid’s room and a recreation area. Camp Creek includes an 18-hole golf course, a full club house, health and wellness center, three restaurants, a tennis and pickle ball center, a resort-style pool complex with separate adult pool, a golf teaching academy, pro shop and multi-sport fields. Shark’s Tooth includes an 18-hole golf course, tennis center, a full club house, a pro shop, as well as two food and beverage outlets. The Third includes an 18-hole golf course. Guests of some of our hotels also have access to certain Watersound Club amenities.

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Table of Contents

Watersound Origins amenities include a resort-style pool, fitness center, pickle ball courts and tennis courts located in the community. Access to these amenities is reserved to Watersound Origins and Watersound Origins West members consisting of the communities’ residents. In addition, an executive golf course located in the community is available to residents and for public play.

We own and operate the award-winning WaterColor Inn (which includes the Fish Out of Water restaurant) and The Pearl Hotel (which includes the Havana Beach Bar & Grill restaurant); the Camp Creek Inn, the Hilton Garden Inn Panama City Airport, the Homewood Suites by Hilton Panama City Beach, the Hotel Indigo Panama City Marina, the Home2 Suites by Hilton Santa Rosa Beach, the Watersound Inn and two gulf-front vacation rental houses. With our JV partners, we own and operate The Lodge 30A and the Embassy Suites by Hilton Panama City Beach Resort. We also operate the WaterColor Beach Club, which includes food and beverage operations and other hospitality related activities, such as beach chair rentals.

Our hotel portfolio by property is as follows:

​	​	​	​	​
Hotel	​	Location	​	Rooms (a)
Camp Creek Inn	​	Walton County, FL	​	75
WaterColor Inn	​	Walton County, FL	​	67
The Pearl Hotel	​	Walton County, FL	​	55
Watersound Inn	​	Walton County, FL	​	11
The Lodge 30A (b)	​	Walton County, FL	​	85
Home2 Suites by Hilton Santa Rosa Beach	​	Walton County, FL	​	107
Embassy Suites by Hilton Panama City Beach Resort (b)	​	Bay County, FL	​	255
Hilton Garden Inn Panama City Airport	​	Bay County, FL	​	143
Homewood Suites by Hilton Panama City Beach	​	Bay County, FL	​	131
Hotel Indigo Panama City Marina	​	Bay County, FL	​	124
TownePlace Suites by Marriott Panama City Beach Pier Park (c)	​	Bay County, FL	​	124
Residence Inn Panama City Beach Pier Park (d)	​	Bay County, FL	​	121
Total rooms	​	​	​	1,298

(a) Includes hotels currently in operation. We have significant additional entitlements for future hotel projects on our land holdings.

(b) Property is related to a consolidated JV. See Note 4. Joint Ventures for additional information.

(c) The hotel is operated by our JV partner. The Pier Park TPS JV is unconsolidated and is accounted for using the equity method, which is included within our commercial segment. See Note 4. Joint Ventures for additional information.

(d) The hotel, which opened in April 2024, is operated by our JV partner. The Pier Park RI JV is unconsolidated and is accounted for using the equity method, which is included within our commercial segment. See Note 4. Joint Ventures for additional information.

We own and operate two marinas, the Point South Marina Bay Point in Bay County, Florida and Point South Marina Port St. Joe in Gulf County, Florida. We are planning new marinas along the Intracoastal Waterway.

We also own and operate retail stores, two standalone restaurants and other entertainment assets.

In addition to the properties listed above, we have a number of hospitality projects in various stages of planning.

Commercial Segment

Our commercial segment includes leasing of commercial property, multi-family, self-storage and other assets, as well as senior living prior to the sale of the Watercrest JV’s senior living community property in September 2025. See Note 4. Joint Ventures for additional information. The commercial segment also oversees the planning, development, entitlement, management and sale of our commercial and forestry land holdings for a variety of uses, including a broad range of retail, office, hotel, senior living, multi-family, self-storage and industrial properties. We believe the diversity of our commercial segment complements the growth of our residential and hospitality segments. We provide development opportunities for national, regional and local retailers and other strategic partners in Northwest Florida. We own and manage retail shopping centers and develop commercial parcels. We are currently developing the Watersound Town Center in Walton County, Florida and Watersound West Bay Center in Bay County, Florida. These lifestyle centers are complementary to the Watersound Origins, Watersound Origins West and Latitude Margaritaville Watersound

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residential communities. In conjunction with Florida State University (“FSU”) and Tallahassee Memorial Hospital (“TMH”), we are in the process of developing an 87-acre medical campus in Panama City Beach, Florida, the first building of which opened in July 2024. We have large land holdings near the Pier Park retail center, adjacent to the Northwest Florida Beaches International Airport, near or within business districts in the region and along major roadways. We lease land for various other uses. The commercial segment manages our timber holdings in Northwest Florida which includes growing and selling pulpwood, sawtimber and other products.

The commercial segment generates leasing revenue and incurs leasing expenses primarily from maintenance and management of our properties, personnel costs and asset holding costs. Our commercial segment generates revenue from the sale of developed and undeveloped land, timber holdings or land with limited development and/or entitlements and the sale of commercial operating properties. Real estate sales in our commercial segment incur costs of revenue directly associated with the land, development, construction, timber and selling costs. Our commercial segment generates timber revenue primarily from open market sales of timber on site without the associated delivery costs. Some of our JV assets and other assets incur interest and financing expenses related to loans as described in Note 8. Debt, Net.

Total units and percentage leased for multi-family and senior living communities by location are as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30, 2025

​

​

December 31, 2024

​

​

​

​

​

​

​

​

​

​

​

Percentage

​

​

​

​

​

​

Percentage

​

​

​

​

​

​

​

​

​

​

​

Leased

​

​

​

​

​

​

Leased

​

​

​

​

Units

Units

​

Units

​

of Units

​

​

Units

​

Units

​

of Units

​

​

​

Location

​

Planned (a)

​

Completed

​

Leased

​

Completed

​

​

Completed

​

Leased

​

Completed

​

Multi-family

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pier Park Crossings (b)

​

Bay County, FL

​

240

​

240

​

238

​

99

%

​

240

​

216

​

90

%

Pier Park Crossings Phase II (b)

​

Bay County, FL

​

120

​

120

​

119

​

99

%

​

120

​

111

​

93

%

Watersound Origins Crossings (b)

​

Walton County, FL

​

217

​

217

​

196

​

90

%

​

217

​

202

​

93

%

North Bay Landing

​

Bay County, FL

​

240

​

240

​

222

​

93

%

​

240

​

220

​

92

%

Mexico Beach Crossings (b)

​

Bay County, FL

​

216

​

216

​

203

​

94

%

​

216

​

151

​

70

%

Origins Crossings Townhomes (c)

​

Walton County, FL

​

46

​

46

​

14

​

30

%

​

64

​

44

​

69

%

WindMark Beach

​

Gulf County, FL

​

31

​

31

​

19

​

61

%

​

31

​

17

​

55

%

Total multi-family units (d)

​

1,110

​

1,110

​

1,011

​

91

%

​

1,128

​

961

​

85

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Senior living communities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Watercrest (b) (e)

​

Walton County, FL

​

N/A

​

N/A

​

N/A

​

N/A

%

​

107

​

103

​

96

%

Watersound Fountains (f)

​

Walton County, FL

​

148

​

148

​

53

​

36

%

​

148

​

39

​

26

%

Total senior living units

​

148

​

148

​

53

​

36

%

​

255

​

142

​

56

%

Total units

​

1,258

​

1,258

​

1,064

​

85

%

​

1,383

​

1,103

​

80

%

(a) We have additional multi-family communities in various stages of planning.

(b) Property is related to a consolidated JV. See Note 4. Joint Ventures for additional information.

(c) In January 2025, the townhomes were platted as individual units, which created the ability to sell them individually. We are no longer entering into new leases. During the nine months ended September 30, 2025, we sold 18 townhomes, included within our residential segment.

(d) All multi-family communities are managed by our unconsolidated Watersound Management JV. The Watersound Management JV is unconsolidated and is accounted for using the equity method. See Note 4. Joint Ventures for additional information.

(e) In September 2025, the Watercrest JV sold its senior living community property to a third party and ceased operating activities. See Note 4. Joint Ventures for additional information.

(f) The community is currently under lease-up. The senior living community is operated by our JV partner. The Watersound Fountains Independent Living JV is unconsolidated and is accounted for using the equity method. See Note 4. Joint Ventures for additional information.

As of September 30, 2025, our leasing portfolio consists of approximately 1,173,000 square feet of leasable space for mixed-use, retail, industrial, office, self-storage and medical uses. Through separate unconsolidated JVs, other commercial properties that are operated by our JV partners include a 124-room TownePlace Suites by Marriott, a 121-room Residence Inn, a Busy Bee branded fuel station and convenience store, which includes a Starbucks, and a golf cart sales and service facility, all located in Bay County, Florida.

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Table of Contents

The total net leasable square feet and percentage leased of leasing properties are as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30, 2025

​

​

December 31, 2024

​

​

​

Net

​

​

Net

​

​

​

​

​

​

Leasable

​

​

​

​

Leasable

​

​

​

​

​

​

​

Square

​

Percentage

​

​

Square

​

Percentage

​

​

​

Location

​

Feet*

​

Leased

​

​

Feet*

​

Leased

​

Pier Park North (a)

Bay County, FL

320,310

100

%

​

320,310

100

%

VentureCrossings

Bay County, FL

303,605

100

%

​

303,605

100

%

Watersound Town Center (b) (c)

​

Walton County, FL

​

149,210

​

98

%

​

155,962

​

86

%

Beckrich Office Park (c) (d) (e)

Bay County, FL

80,128

88

%

​

78,322

90

%

FSU/TMH Medical Campus (f)

​

Bay County, FL

​

78,670

​

100

%

​

78,670

​

100

%

Watersound Self-Storage

​

Walton County, FL

​

67,694

​

93

%

​

67,694

​

90

%

WindMark Beach Town Center (c) (g)

Gulf County, FL

44,748

57

%

​

44,748

71

%

Cedar Grove Commerce Park

​

Bay County, FL

​

19,389

​

100

%

​

19,389

​

100

%

WaterColor Town Center (c) (h)

Walton County, FL

17,560

96

%

​

22,199

75

%

Port St. Joe Commercial

Gulf County, FL

16,964

100

%

​

16,964

100

%

Beach Commerce Park (c)

Bay County, FL

14,800

100

%

​

14,800

100

%

South Walton Commerce Park

​

Walton County, FL

​

11,570

​

100

%

​

11,570

​

100

%

Watersound Gatehouse (c)

Walton County, FL

10,271

82

%

​

10,271

87

%

Other (i)

​

Bay, Gulf and Walton Counties, FL

​

38,574

​

97

%

​

37,590

​

100

%

​

1,173,493

97

%

​

1,182,094

95

%

* Net Leasable Square Feet is designated as the current square feet available for lease as specified in the applicable lease agreements plus management’s estimate of space available for lease based on construction drawings.

​

(a) Property is related to a consolidated JV. See Note 4. Joint Ventures for additional information.

(b) As of September 30, 2025, we occupied 6,752 square feet for our real estate brokerage, title insurance agency and insurance agency businesses, which is excluded from net leasable square feet. Included in net leasable square feet as of September 30, 2025 and December 31, 2024, is 1,200 square feet leased to an unconsolidated JV. Includes net leasable square feet of 6,752 within our residential segment as of December 31, 2024. Included in net leasable square feet as of December 31, 2024, is 2,137 square feet leased to a consolidated JV.

(c) In addition to net leasable square feet, there is also space that we occupy or that serves as common area.

(d) We occupied approximately 22,556 and 24,000 square feet as our headquarters as of September 30, 2025 and December 31, 2024, respectively, each of which is excluded from net leasable square feet.

(e) Included in net leasable square feet as of December 31, 2024, is 1,500 square feet leased to a consolidated JV.

(f) A medical office building was completed in the third quarter of 2024.

(g) Included in net leasable square feet as of September 30, 2025 and December 31, 2024, is 5,658 and 13,808 square feet, respectively, of unfinished space.

(h) As of September 30, 2025, we occupied 4,639 square feet for our real estate brokerage business, which is excluded from net leasable square feet. As of December 31, 2024, a portion of vacant space was being held as future office for our new real estate brokerage business.

(i) Includes various other properties, each with less than 10,000 net leasable square feet.

We have commercial projects under development and construction as detailed in the table below. In addition to these properties, we have other commercial buildings and sites in various stages of planning and development.

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	September 30, 2025
​	​	Location	​	Completed Square Feet	​	Square Feet Under Construction	​	Additional Planned Square Feet	​	Total Square Feet*
Watersound Town Center (a)	​	Walton County, FL	​	155,962	​	12,925	​	231,113	​	400,000
Watersound West Bay Center	​	Bay County, FL	​	3,366	​	18,003	​	478,631	​	500,000
FSU/TMH Medical Campus	​	Bay County, FL	​	78,670	​	—	​	241,330	​	320,000
​	​	​	​	237,998	​	30,928	​	951,074	​	1,220,000

* Total square feet are based on current estimates and are subject to change.

​

(a) We occupy 6,752 square feet of the completed space.

​

54

Table of Contents

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. We base these estimates on historical experience, available current market information and on various other assumptions that management believes are reasonable under the circumstances. Additionally, we evaluate the results of these estimates on an on-going basis. Management’s estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and our accounting estimates are subject to change.

Critical accounting policies that we believe reflect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements are set forth in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes in these policies during the first nine months of 2025, however we cannot assure you that these policies will not change in the future.

Recently Adopted and Issued Accounting Pronouncements

See Note 2. Summary of Significant Accounting Policies to our condensed consolidated financial statements included in this report for recently issued or adopted accounting standards, including the date of adoption and effect on our condensed consolidated financial statements.

Seasonality and Market Variability

Our operations may be affected by seasonal fluctuations. The revenues and earnings from our business segments may vary significantly from period to period. Homebuilders tend to buy multiple homesites in sporadic transactions. In addition, homesite prices vary significantly by community, which further impacts period over period results. Therefore, there may be reporting periods in which we have no, or significantly less, revenue from residential or commercial real estate sales. We may also choose to operate rather than lease assets, lease rather than sell assets, or sell improved rather than unimproved assets that may delay revenue and profits.

Hospitality revenues are typically higher in the second and third quarters, and vary depending on the timing of holidays and school breaks. Commercial real estate sales tend to be non-recurring. Projects depend on uncertain demand. Extraordinary events such as hurricanes or public health emergencies may dramatically change demand and pricing for products and services.

55

Table of Contents

Results of Operations

Consolidated Results

The following table sets forth a comparison of the results of our operations:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30,

​

September 30,

​

2025

2024

2025

2024

​

​

In millions

Revenue:

​

​

​

​

Real estate revenue

​

$

83.8

​

$

28.0

​

$

166.0

​

$

96.7

Hospitality revenue

​

60.6

​

55.4

​

169.0

​

157.0

Leasing revenue

​

16.7

​

15.6

​

49.4

​

44.7

Total revenue

​

161.1

​

99.0

​

384.4

​

298.4

Expenses:

​

​

​

​

​

Cost of real estate revenue

​

42.5

​

15.7

​

85.2

​

48.4

Cost of hospitality revenue

​

39.7

​

36.5

​

114.3

​

104.7

Cost of leasing revenue

​

7.4

​

7.8

​

22.4

​

22.2

Corporate and other operating expenses

​

6.9

​

6.0

​

19.9

​

18.9

Depreciation, depletion and amortization

​

11.7

​

11.8

​

35.8

​

34.3

Total expenses

​

108.2

​

77.8

​

277.6

​

228.5

Operating income

​

52.9

​

21.2

​

106.8

​

69.9

Other income (expense):

​

​

​

​

​

Investment income, net

​

3.1

​

3.5

​

9.7

​

10.3

Interest expense

​

(7.8)

​

(8.4)

​

(23.3)

​

(25.5)

Equity in income from unconsolidated joint ventures

​

​

3.5

​

​

6.8

​

​

21.2

​

​

19.5

Other income (expense), net

​

2.2

​

(0.1)

​

1.7

​

(0.6)

Total other income, net

​

1.0

​

1.8

​

9.3

​

3.7

Income before income taxes

​

53.9

​

23.0

​

116.1

​

73.6

Income tax expense

​

(13.7)

​

(6.4)

​

(29.5)

​

(19.3)

Net income

​

$

40.2

​

$

16.6

​

$

86.6

​

$

54.3

​

56

Table of Contents

Real Estate Revenue and Gross Profit

The following table sets forth a comparison of our total consolidated real estate revenue and gross profit:

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		Three Months Ended September 30,									​	​	Nine Months Ended September 30,
​	​	2025			% (a)		2024			% (a)			2025			% (a)		2024			% (a)	​
​	​	Dollars in millions																				​
Revenue:		​					​						​					​
Residential real estate revenue	​	$	36.8		43.9	%	$	19.0		67.9	%	​	$	107.7		64.9	%	$	81.5		84.3	%
Commercial and forestry real estate revenue	​		44.1		52.6	%		7.3		26.1	%	​		50.6		30.5	%		9.4		9.7	%
Timber revenue	​	​	0.9	​	1.1	%	​	0.7	​	2.5	%	​	​	3.4	​	2.0	%	​	2.9	​	3.0	%
Other revenue	​		2.0		2.4	%		1.0		3.5	%	​		4.3		2.6	%		2.9		3.0	%
Real estate revenue	​	$	83.8		100.0	%	$	28.0		100.0	%	​	$	166.0		100.0	%	$	96.7		100.0	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gross profit:	​					​					​	​					​					​
Residential real estate	​	$	18.8		51.1	%	$	7.5		39.5	%	​	$	50.7		47.1	%	$	39.1		48.0	%
Commercial and forestry real estate	​		21.6		49.0	%		4.1		56.2	%	​		26.3		52.0	%		5.8		61.7	%
Timber	​	​	0.7	​	77.8	%	​	0.5	​	71.4	%	​	​	2.8	​	82.4	%	​	2.3	​	79.3	%
Other	​		0.2		10.0	%		0.2		20.0	%	​		1.0		23.3	%		1.1		37.9	%
Gross profit	​	$	41.3		49.3	%	$	12.3		43.9	%	​	$	80.8		48.7	%	$	48.3		49.9	%

(a) Calculated percentage of total real estate revenue and the respective gross margin percentage.

​

Residential Real Estate Revenue and Gross Profit. During the three months ended September 30, 2025, residential real estate revenue increased $17.8 million, or 93.7%, to $36.8 million, as compared to $19.0 million during the same period in 2024. During the three months ended September 30, 2025, residential real estate gross profit increased $11.3 million to $18.8 million (or gross margin of 51.1%), as compared to $7.5 million (or gross margin of 39.5%) during the same period in 2024. During the three months ended September 30, 2025, we sold 189 homesites and 8 homes, compared to 179 homesites during the same period in 2024. During the three months ended September 30, 2025 and 2024, the average base revenue, excluding homesite residuals, per homesite sold was approximately $150,000 and $86,000, respectively, due to the mix of sales from different communities. The revenue, gross profit and margin for each period was impacted by the difference in pricing among the communities, the difference in the cost of the homesite development and the volume of sales within each of the communities. The number of homesites sold varied each period due to the timing of homebuilder contractual closing obligations in our residential communities.

During the nine months ended September 30, 2025, residential real estate revenue increased $26.2 million, or 32.1%, to $107.7 million, as compared to $81.5 million during the same period in 2024. During the nine months ended September 30, 2025, residential real estate gross profit increased $11.6 million to $50.7 million (or gross margin of 47.1%), as compared to $39.1 million (or gross margin of 48.0%) during the same period in 2024. During the nine months ended September 30, 2025, we sold 663 homesites and 18 homes, compared to 581 homesites during the same period in 2024. During the nine months ended September 30, 2025 and 2024, the average base revenue, excluding homesite residuals, per homesite sold was approximately $127,000 and $115,000, respectively, due to the mix of sales from different communities. The revenue, gross profit and margin for each period was impacted by the difference in pricing among the communities, the difference in the cost of the homesite development and the volume of sales within each of the communities. The number of homesites sold varied each period due to the timing of homebuilder contractual closing obligations in our residential communities.

Commercial and Forestry Real Estate Revenue and Gross Profit. During the three months ended September 30, 2025, we had four commercial and forestry real estate sales totaling approximately 12 acres for $44.1 million, resulting in a gross profit of $21.6 million (or gross margin of 49.0%). The commercial and forestry real estate sales during the three months ended September 30, 2025, included the sale of the Watercrest JV’s senior living

57

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community property for $41.0 million, resulting in a gross margin of approximately 47.2%. The sale of the Watercrest JV’s property did not meet the definition of a business under ASC Topic 805, as substantially all of the fair value of the assets sold were concentrated in a single group of assets. We determined the sale represents the sale of goods to a customer that are an output of our ordinary activities, which includes real estate sales, and therefore would be recognized in accordance with ASC Topic 606 and recognize revenue and costs of revenue. See Note 4. Joint Ventures for additional information. During the three months ended September 30, 2024, we had three commercial and forestry real estate sales totaling approximately 25 acres for $7.3 million, resulting in a gross profit of $4.1 million (or gross margin of approximately 56.2%).

During the nine months ended September 30, 2025, we had eleven commercial and forestry real estate sales totaling approximately 155 acres for $50.6 million, resulting in a gross profit of $26.3 million (or gross margin of 52.0%). The commercial and forestry real estate sales during the nine months ended September 30, 2025, included the sale of the Watercrest JV’s senior living community property for $41.0 million, resulting in a gross margin of approximately 47.2% and a property used in hospitality operations for $1.4 million. See Note 4. Joint Ventures for additional information. During the nine months ended September 30, 2024, we had six commercial and forestry real estate sales totaling approximately 268 acres for $9.4 million, resulting in a gross profit of $5.8 million (or gross margin of 61.7%).

Revenue from commercial and forestry real estate can vary significantly from period-to-period depending on the proximity to developed areas and mix of real estate sold in each period, with varying compositions of retail, office, industrial, timber and other commercial uses. Our gross margin can vary significantly from period-to-period depending on the characteristics of property sold. Sales of forestry land typically have a lower cost basis than residential and commercial real estate sales. In addition, our cost basis in residential and commercial real estate can vary depending on the amount of development, construction or other costs incurred on the property.

Timber Revenue and Gross Profit. Timber revenue increased $0.2 million, or 28.6%, to $0.9 million during the three months ended September 30, 2025, as compared to $0.7 million in the same period in 2024. The increase was primarily due to product mix, an increase in tons of wood products sold and higher sales prices in the current period. There were 56,000 tons of wood products sold at an average price per ton of $15.35 during the three months ended September 30, 2025, as compared to 45,000 tons of wood products sold at an average price per ton of $13.35, during the same period in 2024. Timber gross margin was 77.8% during the three months ended September 30, 2025, as compared to 71.4% during the same period in 2024. The increase was primarily due to product mix, more tons of wood products sold and higher sales prices in the current period.

Timber revenue increased $0.5 million, or 17.2%, to $3.4 million during the nine months ended September 30, 2025, as compared to $2.9 million in the same period in 2024. The increase was primarily due to product mix, an increase in tons of wood products sold and higher sales prices in the current period. There were 191,000 tons of wood products sold at an average price per ton of $16.45 during the nine months ended September 30, 2025, as compared to 186,000 tons of wood products sold at an average price per ton of $14.21, during the same period in 2024. Timber gross margin was 82.4% during the nine months ended September 30, 2025, as compared to 79.3% during the same period in 2024. The increase was primarily due to product mix, more tons of wood products sold and higher sales prices in the current period.

Other Revenue. Other revenue primarily consists of our real estate brokerage, title insurance agency and insurance agency business revenue and mitigation bank credit sales. Other revenue increased $1.0 million and $1.4 million during the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024, primarily due to our real estate brokerage business, which began operations in the second quarter of 2025.

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Table of Contents

Hospitality Revenue and Gross Profit

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

Nine Months Ended September 30,

​

​

2025

​

2024

2025

​

2024

​

​

In millions

​

Hospitality revenue

​

$

60.6

​

​

$

55.4

​

​

$

169.0

​

​

$

157.0

​

Gross profit

​

$

20.9

​

​

$

18.9

​

​

$

54.7

​

​

$

52.3

​

Gross margin

​

34.5

%

​

34.1

%

​

32.4

%

​

33.3

%

​

Hospitality revenue increased $5.2 million, or 9.4%, to $60.6 million during the three months ended September 30, 2025, as compared to $55.4 million in the same period in 2024. The increase in hospitality revenue was primarily related to the increase in membership dues and membership ancillary spend as well as The Third golf course, which opened in November 2024 and the renovated Shark’s Tooth clubhouse, which reopened in February 2025. The increase in revenue was also related to an increase in hotel operations. Hospitality gross margin was 34.5% during the three months ended September 30, 2025, comparable to 34.1% during the same period in 2024.

Hospitality revenue increased $12.0 million, or 7.6%, to $169.0 million during the nine months ended September 30, 2025, as compared to $157.0 million in the same period in 2024. The increase in hospitality revenue was primarily related to the increase in membership dues and membership ancillary spend as well as The Third golf course, which opened in November 2024 and the renovated Shark’s Tooth clubhouse, which reopened in February 2025. The increase in revenue was also related to an increase in hotel operations. As of September 30, 2025, Watersound Club had 3,578 members, compared with 3,532 members as of September 30, 2024, a net increase of 46 members. As of both September 30, 2025 and 2024, we had 1,053 operational hotel rooms (excluding 245 hotel rooms related to unconsolidated JVs). Hospitality gross margin decreased to 32.4% during the nine months ended September 30, 2025, compared to 33.3% during the same period in 2024. The decrease in gross margin was primarily due to ongoing operating costs for The Third golf course and reopening and ongoing operating costs of the Shark’s Tooth clubhouse during the current period.

Leasing Revenue and Gross Profit

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

Nine Months Ended September 30,

​

​

2025

​

2024

​

2025

​

2024

​

​

In millions

​

Leasing revenue

​

$

16.7

​

​

$

15.6

​

​

$

49.4

​

​

$

44.7

​

Gross profit

​

$

9.3

​

​

$

7.8

​

​

$

27.0

​

​

$

22.5

​

Gross margin

​

55.7

%

​

50.0

%

​

54.7

%

​

50.3

%

​

Leasing revenue increased $1.1 million, or 7.1%, to $16.7 million during the three months ended September 30, 2025, as compared to $15.6 million in the same period in 2024. The increase was primarily due to additional commercial property leases, as well as other leases. Leasing gross margin increased to 55.7% during the three months ended September 30, 2025, as compared to 50.0% during the same period in 2024. The increase in leasing gross margin was primarily due to additional leases in the current period.

Leasing revenue increased $4.7 million, or 10.5%, to $49.4 million during the nine months ended September 30, 2025, as compared to $44.7 million in the same period in 2024. The increase was primarily due to additional commercial property and marina leases, as well as other leases. Leasing gross margin increased to 54.7% during the nine months ended September 30, 2025, as compared to 50.3% during the same period in 2024. The increase in leasing gross margin was primarily due to additional leases in the current period.

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Corporate and Other Operating Expenses

​	​	​	​	​	​	​	​	​	​	​	​	​
​		Three Months Ended September 30,					​	Nine Months Ended September 30,
​	​	2025			2024			2025			2024
​	​	In millions
Employee costs	​	$	3.4	​	$	3.0	​	$	9.5	​	$	9.8
Property taxes and insurance	​		1.7	​		1.4	​		4.9	​		4.1
Professional fees	​		0.8	​		0.8	​		2.8	​		2.4
Marketing and owner association costs	​		0.4	​		0.2	​		0.9	​		0.7
Occupancy, repairs and maintenance	​		0.1	​		0.2	​		0.4	​		0.5
Other miscellaneous	​		0.5	​		0.4	​		1.4	​		1.4
Total corporate and other operating expenses	​	$	6.9	​	$	6.0	​	$	19.9	​	$	18.9

​

Corporate and other operating expenses increased $0.9 million to $6.9 million during the three months ended September 30, 2025, as compared to $6.0 million in the same period in 2024. Corporate and other operating expenses increased $1.0 million to $19.9 million during the nine months ended September 30, 2025, as compared to $18.9 million in the same period in 2024. The increase in corporate and other operating expenses was due to increased operating costs, primarily related to property taxes and owner association costs.

Depreciation, Depletion and Amortization

Depreciation, depletion and amortization expense were comparable during the three months ended September 30, 2025 and 2024. Depreciation, depletion and amortization expense increased $1.5 million during the nine months ended September 30, 2025, as compared to the same period in 2024, primarily due to new hospitality and commercial assets placed in service, partially offset by assets sold in the current period. Depreciation is a non-cash, GAAP expense which is amortized over an asset’s useful life, while maintenance and repair expenses are period costs and expensed as incurred.

Investment Income, Net

Investment income, net primarily includes (i) interest, dividends and accretion income accrued or received on our cash, cash equivalents and other investments, (ii) interest income earned on the time deposit held by SPE and (iii) interest earned on notes receivable and other receivables as detailed in the table below:

​	​	​	​	​	​	​	​	​	​	​	​	​
​		Three Months Ended September 30,					​	Nine Months Ended September 30,
​	​	2025			2024			2025			2024
​	​	In millions
Interest, dividend and accretion income	​	$	0.7	​	$	0.9	​	$	2.0	​	$	2.6
Interest income from investments in special purpose entities	​		2.0	​		2.0	​		6.0	​		6.0
Interest earned on notes receivable and other interest	​		0.4	​		0.6	​		1.7	​		1.7
Total investment income, net	​	$	3.1	​	$	3.5	​	$	9.7	​	$	10.3

​

Investment income, net for the three and nine months ended September 30, 2025 and 2024, decreased $0.4 million and $0.6 million, respectively, primarily due to lower yields on our cash, cash equivalents and other investments in the current period. The decrease was also due to less interest earned on the unimproved land contribution to our unconsolidated Latitude Margaritaville Watersound JV related to the decreased volume of home sales transacted in the community during the current period. See Note 4. Joint Ventures for additional information.

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Table of Contents

Interest Expense

Interest expense primarily includes interest incurred on project financing, the Senior Notes issued by Northwest Florida Timber Finance, LLC, CDD debt and finance leases, as well as amortization of debt discount and premium and debt issuance costs as detailed in the table below:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

​

2025

2024

2025

2024

​

​

In millions

Interest incurred for project financing and other interest expense

​

$

5.6

​

$

6.2

​

$

16.6

​

$

18.8

Interest expense and amortization of discount and issuance costs for Senior Notes issued by special purpose entity

​

​

2.2

​

​

2.2

​

​

6.7

​

​

6.7

Total interest expense

​

$

7.8

​

$

8.4

​

$

23.3

​

$

25.5

​

Interest expense decreased $0.6 million, or 7.1%, to $7.8 million during the three months ended September 30, 2025, as compared to $8.4 million in the same period in 2024. Interest expense decreased $2.2 million, or 8.6%, to $23.3 million during the nine months ended September 30, 2025, as compared to $25.5 million in the same period in 2024. The decrease in interest expense is primarily due to repayment of project financing and a decrease in interest rates from the prior period. See Note 8. Debt, Net and Note 15. Other Income, Net for additional information regarding project financing.

Equity in Income from Unconsolidated Joint Ventures

Equity in income (loss) from unconsolidated joint ventures includes our proportionate share of earnings or losses of unconsolidated JVs accounted for using the equity method as detailed in the table below. See Note 4. Joint Ventures for additional information.

​	​	​	​	​	​	​	​	​	​	​	​
​	Three Months Ended September 30,					​	Nine Months Ended September 30,
​	2025		​	2024		​	2025		​	2024
​	In millions
Latitude Margaritaville Watersound JV (a)	$	4.9	​	$	8.4	​	$	26.0	​	$	23.2
Watersound Fountains Independent Living JV (b)	​	(1.1)	​	​	(1.1)	​	​	(3.1)	​	​	(3.0)
Pier Park TPS JV	​	—	​	​	(0.1)	​	​	(0.1)	​	​	(0.3)
Pier Park RI JV (c)	​	(0.4)	​	​	(0.3)	​	​	(1.6)	​	​	(0.5)
Busy Bee JV (d)	​	0.1	​	​	—	​	​	(0.1)	​	​	—
Electric Cart Watersound JV (e)	​	—	​	​	(0.1)	​	​	—	​	​	—
Watersound Management JV	​	—	​	​	—	​	​	0.1	​	​	0.1
Total equity in income from unconsolidated joint ventures	$	3.5	​	$	6.8	​	$	21.2	​	$	19.5

(a) During the three months ended September 30, 2025 and 2024, the Latitude Margaritaville Watersound JV completed 82 and 189 home sale transactions, respectively. During the nine months ended September 30, 2025 and 2024, the Latitude Margaritaville Watersound JV completed 411 and 529 home sale transactions, respectively.

(b) The community opened in March 2024 and is currently under lease-up.

(c) The hotel opened in April 2024. The nine months ended September 30, 2025, includes start-up, depreciation and interest expenses for the project.

(d) Includes changes in the fair value of derivatives related to interest rate swaps entered into by the Busy Bee JV.

(e) An additional sales showroom located in the Watersound Town Center opened in June 2024.

​

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Table of Contents

Other Income (Expense), Net

Other income (expense), net primarily includes other income and expense items as detailed in the table below:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

​

2025

2024

2025

2024

​

​

In millions

Gain (loss) on disposition of assets

​

$

2.6

​

$

—

​

$

2.5

​

$

(0.5)

Miscellaneous expense, net

​

​

(0.4)

​

​

(0.1)

​

​

(0.8)

​

​

(0.1)

Other income (expense), net

​

$

2.2

​

$

(0.1)

​

$

1.7

​

$

(0.6)

​

Gain (loss) on disposition of assets during the three and nine months ended September 30, 2025, primarily includes a gain on the sale of our N850J aircraft previously used in hospitality operations. Gain (loss) on disposition of assets during the nine months ended September 30, 2024, primarily includes loss on disposal of hospitality assets.

Miscellaneous expense, net during the three and nine months ended September 30, 2025, primarily includes loss on early extinguishment of debt related to the payoff of the Watercrest JV Loan, as well as fees related to other loans.

Income Tax Expense

Income tax expense was $13.7 million during the three months ended September 30, 2025, as compared to $6.4 million during the same period in 2024. Our effective tax rate was 25.5% for the three months ended September 30, 2025, as compared to 27.6% during the same period in 2024.

Income tax expense was $29.5 million during the nine months ended September 30, 2025, as compared to $19.3 million during the same period in 2024. Our effective tax rate was 25.4% for the nine months ended September 30, 2025, as compared to 25.9% during the same period in 2024.

Our effective rate for the three and nine months ended September 30, 2025 and 2024, differed from the federal statutory rate of 21.0% primarily due to state income taxes, tax credits, nontaxable or nondeductible and other differences. See Note 11. Income Taxes for additional information.

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Table of Contents

Segment Results

Residential

The table below sets forth the consolidated results of operations of our residential segment:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

​

2025

2024

2025

2024

​

​

In millions

Revenue:

​

​

​

​

Real estate revenue

​

​

​

​

​

​

​

​

​

​

​

​

Residential real estate revenue

​

$

34.8

​

$

16.9

​

$

101.1

​

$

74.0

Other revenue

​

2.0

​

2.1

​

6.6

​

7.5

Total real estate revenue

​

​

36.8

​

​

19.0

​

​

107.7

​

​

81.5

Leasing revenue

​

​

—

​

​

—

​

​

0.1

​

​

—

Total revenue

​

36.8

​

19.0

​

107.8

​

81.5

Expenses:

​

​

​

​

Cost of real estate and other revenue

​

18.0

​

11.5

​

57.0

​

42.3

Other operating expenses

​

1.3

​

1.3

​

3.6

​

3.6

Depreciation, depletion and amortization

​

—

​

0.1

​

0.2

​

0.2

Total expenses

​

19.3

​

12.9

​

60.8

​

46.1

Operating income

​

17.5

​

6.1

​

47.0

​

35.4

Other income (expense):

​

​

​

​

Investment income, net

​

​

0.2

​

​

0.5

​

​

1.1

​

​

1.3

Interest expense

​

(0.1)

​

(0.1)

​

(0.3)

​

(0.3)

Equity in income from unconsolidated joint ventures

​

​

4.9

​

​

8.4

​

​

26.0

​

​

23.2

Other income, net

​

0.1

​

—

​

0.3

​

0.1

Total other income, net

​

5.1

​

8.8

​

27.1

​

24.3

Income before income taxes

​

$

22.6

​

$

14.9

​

$

74.1

​

$

59.7

​

Three months ended September 30, 2025 compared to the three months ended September 30, 2024

The following table sets forth our consolidated residential real estate revenue and cost of revenue activity:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 2025

​

Three Months Ended September 30, 2024

​

Unit

​

​

Cost of

Gross

Gross

​

Units

​

​

Cost of

Gross

Gross

​

​

Sold

​

Revenue

​

Revenue

​

Profit

​

Margin

​

Sold

​

Revenue

​

Revenue

​

Profit

​

Margin

​

​

Dollars in millions

Consolidated

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Homesites

189

​

$

30.5

​

$

14.2

​

$

16.3

53.4

%

179

​

$

16.9

​

$

10.3

​

$

6.6

​

39.1

%

Homes

8

​

​

4.3

​

​

2.7

​

​

1.6

37.2

%

N/A

​

—

​

—

​

—

—

%

Total consolidated

197

​

$

34.8

​

$

16.9

​

$

17.9

51.4

%

179

​

$

16.9

​

$

10.3

​

$

6.6

39.1

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unconsolidated

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Homes (a)

​

82

​

​

​

​

​

​

​

​

​

​

​

​

189

​

​

​

​

​

​

​

​

​

​

​

​

Total consolidated and unconsolidated

​

279

​

​

​

​

​

​

​

​

​

​

​

​

368

​

​

​

​

​

​

​

​

​

​

​

​

(a) Includes homes sold by the Latitude Margaritaville Watersound JV, which is unconsolidated and is accounted for using the equity method. See Note 4. Joint Ventures for additional information.

​

The following discussion sets forth details of the consolidated results of operations of our residential segment.

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Homesites. Revenue from homesite sales increased $13.6 million, or 80.5%, during the three months ended September 30, 2025, as compared to the same period in 2024, primarily due to the mix and number of homesites sold per community and the timing of homebuilder contractual closing obligations in our residential communities. During the three months ended September 30, 2025 and 2024, the average base revenue, excluding homesite residuals, per homesite sold was approximately $150,000 and $86,000, respectively, due to the mix of sales from different communities. Revenue includes estimated homesite residuals of $0.9 million during the three months ended September 30, 2025. Revenue does not include any estimated homesite residuals during the three months ended September 30, 2024. The increase in estimated homesite residuals was due to the mix and number of homesites sold in specific communities during the current period. Gross margin increased to 53.4% during the three months ended September 30, 2025, as compared to 39.1% during the same period in 2024, primarily due to the cost, mix and number of homesites sold from different communities during each respective period. Gross margin may vary each period depending on the location of homesite sales.

Homes. During the three months ended September 30, 2025, we sold eight completed townhomes within our Watersound Origins community for a total of $4.3 million, resulting in a gross margin of 37.2%.

Other revenue includes tap and impact fee credits sold, marketing fees and other fees. Other revenue includes estimated fees related to homebuilder homesite sales of $0.5 million and $0.6 million, during the three months ended September 30, 2025 and 2024, respectively.

Other operating expenses include salaries and benefits, property taxes, marketing, professional fees, project administration, owner association and CDD assessments and other administrative expenses.

Investment income, net primarily consists of interest earned on the unimproved land contribution to our unconsolidated Latitude Margaritaville Watersound JV as home sales are transacted in the community. Investment income, net decreased $0.3 million during the three months ended September 30, 2025, as compared to the same period in 2024, due to fewer home sales transacted in the community during the current period. See Note 4. Joint Ventures for additional information. Interest expense primarily consists of interest incurred on our portion of the total outstanding CDD debt. See Note 8. Debt, Net for additional information.

Equity in income from unconsolidated joint ventures includes our proportionate share of earnings or losses of an unconsolidated JV accounted for using the equity method. Equity in income from unconsolidated joint ventures decreased $3.5 million during the three months ended September 30, 2025, as compared to the same period in 2024. The decrease was primarily due to the decreased volume of home sale transactions, partially offset by higher average sales price and margin per home sold during the current period related to our unconsolidated Latitude Margaritaville Watersound JV. The Latitude Margaritaville Watersound JV completed 82 home sale transactions during the three months ended September 30, 2025, compared to 189 home sale transactions during the same period in 2024. See Note 4. Joint Ventures for additional information.

64

Table of Contents

Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

The following table sets forth our consolidated residential real estate revenue and cost of revenue activity:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 2025

​

Nine Months Ended September 30, 2024

​

Units

​

​

Cost of

Gross

Gross

​

Units

​

​

Cost of

Gross

Gross

​

​

Sold

​

Revenue

​

Revenue

​

Profit

​

Margin

​

Sold

​

Revenue

​

Revenue

​

Profit

​

Margin

​

​

Dollars in millions

​

Consolidated

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Homesites

​

663

​

$

91.3

​

$

47.2

​

$

44.1

​

48.3

%

581

​

$

74.0

​

$

38.2

​

$

35.8

​

48.4

%

Homes

18

​

​

9.8

​

​

6.2

​

​

3.6

​

36.7

%

N/A

​

​

—

​

​

—

​

​

—

​

—

%

Total consolidated

681

​

$

101.1

​

$

53.4

​

$

47.7

47.2

%

581

​

$

74.0

​

$

38.2

​

$

35.8

48.4

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unconsolidated

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Homes (a)

​

411

​

​

​

​

​

​

​

​

​

​

​

​

529

​

​

​

​

​

​

​

​

​

​

​

​

Total consolidated and unconsolidated

​

1,092

​

​

​

​

​

​

​

​

​

​

​

​

1,110

​

​

​

​

​

​

​

​

​

​

​

​

(a) Includes homes sold by the Latitude Margaritaville Watersound JV, which is unconsolidated and is accounted for using the equity method. See Note 4. Joint Ventures for additional information.

​

The following discussion sets forth details of the consolidated results of operations of our residential segment.

Homesites. Revenue from homesite sales increased $17.3 million, or 23.4%, during the nine months ended September 30, 2025, as compared to the same period in 2024, primarily due to the mix and number of homesites sold per community and the timing of homebuilder contractual closing obligations in our residential communities. During the nine months ended September 30, 2025 and 2024, the average base revenue, excluding homesite residuals, per homesite sold was approximately $127,000 and $115,000, respectively, due to the mix of sales from different communities. Revenue includes estimated homesite residuals of $3.3 million and $2.6 million during the nine months ended September 30, 2025 and 2024, respectively. The increase in estimated homesite residuals was due to the mix and number of homesites sold in specific communities during the current period. Gross margin was 48.3% during the nine months ended September 30, 2025, comparable to the same period in 2024. Gross margin may vary each period depending on the location of homesite sales.

Homes. During the nine months ended September 30, 2025, we sold eighteen completed townhomes within our Watersound Origins community for a total of $9.8 million, resulting in a gross margin of 36.7%.

Other revenue includes tap and impact fee credits sold, marketing fees and other fees. Other revenue includes estimated fees related to homebuilder homesite sales of $1.5 million and $2.2 million, during the nine months ended September 30, 2025 and 2024, respectively.

Other operating expenses include salaries and benefits, property taxes, marketing, professional fees, project administration, owner association and CDD assessments and other administrative expenses.

Investment income, net primarily consists of interest earned on the unimproved land contribution to our unconsolidated Latitude Margaritaville Watersound JV as home sales are transacted in the community. Investment income, net decreased $0.2 million during the nine months ended September 30, 2025, as compared to the same period in 2024, due to fewer home sales transacted in the community during the current period. See Note 4. Joint Ventures for additional information. Interest expense primarily consists of interest incurred on our portion of the total outstanding CDD debt. See Note 8. Debt, Net for additional information.

Equity in income from unconsolidated joint ventures includes our proportionate share of earnings or losses of an unconsolidated JV accounted for using the equity method. Equity in income from unconsolidated joint ventures

65

Table of Contents

increased $2.8 million during the nine months ended September 30, 2025, as compared to the same period in 2024. The increase was primarily due to a higher average sales price and margin per home sold, partially offset by the decreased volume of home sale transactions during the current period related to our unconsolidated Latitude Margaritaville Watersound JV. The Latitude Margaritaville Watersound JV completed 411 home sale transactions during the nine months ended September 30, 2025, compared to 529 home sale transactions during the same period in 2024. See Note 4. Joint Ventures for additional information.

Hospitality

The table below sets forth the consolidated results of operations of our hospitality segment:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

​

2025

2024

2025

2024

​

​

In millions

Revenue:

​

​

​

​

Hospitality revenue

​

$

60.6

​

$

55.4

​

$

169.0

​

$

157.0

Leasing revenue

​

​

1.1

​

​

1.0

​

​

3.0

​

​

2.7

Real estate revenue

​

​

—

​

​

—

​

​

1.4

​

​

—

Total revenue

​

​

61.7

​

​

56.4

​

​

173.4

​

​

159.7

Expenses:

​

​

​

​

Cost of hospitality revenue

​

39.7

​

36.5

​

114.3

​

104.7

Cost of leasing revenue

​

0.8

​

1.0

​

2.0

​

2.5

Cost of real estate revenue

​

​

—

​

​

—

​

​

0.8

​

​

—

Other operating expenses

​

0.4

​

0.4

​

1.3

​

1.2

Depreciation, depletion and amortization

​

7.1

​

6.7

​

21.4

​

20.0

Total expenses

​

48.0

​

44.6

​

139.8

​

128.4

Operating income

​

13.7

​

11.8

​

33.6

​

31.3

Other expense:

​

​

​

​

Interest expense

​

​

(2.6)

​

​

(2.9)

​

​

(7.9)

​

​

(8.9)

Other income (expense), net

​

2.6

​

0.1

​

2.4

​

(0.2)

Total other expense, net

​

—

​

(2.8)

​

(5.5)

​

(9.1)

Income before income taxes

​

$

13.7

​

$

9.0

​

$

28.1

​

$

22.2

Three months ended September 30, 2025 compared to the three months ended September 30, 2024

The following table sets forth details of our hospitality segment consolidated revenue and gross profit:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 2025

​

​

Three Months Ended September 30, 2024

​

​

​

​

​

Gross

​

Gross

​

​

​

​

​

Gross

​

Gross

​

​

​

Revenue

​

Profit

​

Margin

​

​

Revenue

​

Profit

​

Margin

​

​

In millions

Clubs (a)

​

$

23.2

​

$

9.9

42.7

%

​

$

20.3

​

$

8.8

43.3

%

Hotels

​

​

33.3

​

​

10.3

​

30.9

%

​

​

31.4

​

​

9.4

​

29.9

%

Other

​

4.1

​

0.7

17.1

%

​

3.7

​

0.7

18.9

%

Total

​

$

60.6

​

$

20.9

34.5

%

​

$

55.4

​

$

18.9

34.1

%

(a) Includes the Camp Creek Inn due to its proximity and guest access to Watersound Club amenities.

Revenue from our clubs increased $2.9 million, or 14.3%, during the three months ended September 30, 2025, as compared to the same period in 2024. The increase in revenue was due to an increase in membership dues, membership ancillary spend, lodging related to the Camp Creek Inn, as well as The Third golf course, which opened in November 2024 and the renovated Shark’s Tooth clubhouse, which reopened in February 2025. Our clubs gross margin was 42.7% during the three months ended September 30, 2025, compared to 43.3% during the same period in 2024. The decrease in gross margin during the current period was primarily due to ongoing operating costs for The Third golf course and the Shark’s Tooth clubhouse.

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Revenue from our hotel operations increased $1.9 million, or 6.1%, during the three months ended September 30, 2025, as compared to the same period in 2024. The increase was primarily related to lodging revenue, as well as guest ancillary spend. Our hotels gross margin was 30.9% for the three months ended September 30, 2025, comparable to 29.9% during the same period in 2024.

Revenue from other hospitality operations increased $0.4 million, or 10.8%, during the three months ended September 30, 2025, as compared to the same period in 2024, primarily due to an increase in revenue related to our standalone restaurants and marina operations. Our other hospitality operations gross margin was 17.1% during the three months ended September 30, 2025, compared to 18.9% during the same period in 2024. The decrease in gross margin was due to increased operational costs during the current period.

Leasing revenue includes marina boat slip and dry storage rental, as well as leases of other hospitality assets.

Other operating expenses include salaries and benefits, professional fees and other administrative expenses.

The increase of $0.4 million in depreciation, depletion and amortization expense during the three months ended September 30, 2025, as compared to the same period in 2024, was primarily due to new assets placed in service, partially offset by assets sold in the current period.

Interest expense primarily includes interest incurred from our hospitality project financing. The decrease of $0.3 million in interest expense during the three months ended September 30, 2025, as compared to the same period in 2024, was primarily due to repayment of project financing and a decrease in interest rates from the prior period. See Note 8. Debt, Net for additional information.

Other income (expense), net, during the three months ended September 30, 2025, primarily includes a gain on the sale of our N850J aircraft previously used in hospitality operations.

Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

The following table sets forth details of our hospitality segment consolidated revenue and gross profit:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 2025

​

​

Nine Months Ended September 30, 2024

​

​

​

​

​

Gross

​

Gross

​

​

​

​

​

Gross

​

Gross

​

​

​

Revenue

​

Profit

​

Margin

​

​

Revenue

​

Profit

​

Margin

​

​

Dollars in millions

Clubs (a)

​

$

68.0

​

$

28.3

41.6

%

​

$

60.8

​

$

26.8

44.1

%

Hotels

​

​

90.1

​

​

24.8

​

27.5

%

​

​

86.0

​

​

23.6

​

27.4

%

Other

​

​

10.9

​

​

1.6

​

14.7

%

​

​

10.2

​

​

1.9

​

18.6

%

Total

​

$

169.0

​

$

54.7

32.4

%

​

$

157.0

​

$

52.3

33.3

%

(a) Includes the Camp Creek Inn due to its proximity and guest access to Watersound Club amenities.

Revenue from our clubs increased $7.2 million, or 11.8%, during the nine months ended September 30, 2025, as compared to the same period in 2024. The increase in revenue was due to an increase in membership dues, membership ancillary spend, lodging related to the Camp Creek Inn, as well as The Third golf course, which opened in November 2024 and the renovated Shark’s Tooth clubhouse, which reopened in February 2025. As of September 30, 2025, Watersound Club had 3,578 members, compared with 3,532 members as of September 30, 2024, a net increase of 46 members. Our clubs gross margin was 41.6% during the nine months ended September 30, 2025, compared to 44.1% during the same period in 2024. The decrease in gross margin was primarily due to ongoing operating costs for The Third golf course and reopening and ongoing operating costs of the Shark’s Tooth clubhouse during the current period.

Revenue from our hotel operations increased $4.1 million, or 4.8%, during the nine months ended September 30, 2025, as compared to the same period in 2024. The increase was primarily related to lodging revenue, as well as guest ancillary spend. Our hotels gross margin was 27.5% for the nine months ended September 30, 2025, comparable to 27.4% during the same period in 2024.

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Table of Contents

As of both September 30, 2025 and 2024, we had 1,053 operational hotel rooms (excluding 245 hotel rooms related to unconsolidated JVs).

Revenue from other hospitality operations increased $0.7 million, or 6.9%, during the nine months ended September 30, 2025, as compared to the same period in 2024, primarily due to an increase in revenue related to our standalone restaurants and marina operations. Our other hospitality operations gross margin was 14.7% during the nine months ended September 30, 2025, compared to 18.6% during the same period in 2024. The decrease in gross margin was due to increased operational costs during the current period.

Leasing revenue includes marina boat slip and dry storage rental, as well as leases of other hospitality assets. Leasing revenue increased $0.3 million, or 11.1%, during the nine months ended September 30, 2025, as compared to the same period in 2024, primarily due to increased occupancy at our marinas.

Real estate revenue during the nine months ended September 30, 2025, includes the sale of a hospitality property for $1.4 million, resulting in a gross profit of $0.6 million (or gross margin of 42.9%).

Other operating expenses include salaries and benefits, professional fees and other administrative expenses.

The increase of $1.4 million in depreciation, depletion and amortization expense during the nine months ended September 30, 2025, as compared to the same period in 2024, was primarily due to new assets placed in service, partially offset by assets sold in the current period.

Interest expense primarily includes interest incurred from our hospitality project financing. The decrease of $1.0 million in interest expense during the nine months ended September 30, 2025, as compared to the same period in 2024, was primarily due to repayment of project financing and a decrease in interest rates from the prior period. See Note 8. Debt, Net for additional information.

Other income (expense), net, during the nine months ended September 30, 2025, primarily includes a gain on the sale of our N850J aircraft previously used in hospitality operations.

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Table of Contents

Commercial

The table below sets forth the consolidated results of operations of our commercial segment:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

​

2025

2024

2025

2024

​

​

In millions

Revenue:

​

​

​

​

Leasing revenue

​

​

​

​

​

​

​

​

​

​

​

​

Commercial leasing revenue

​

$

7.6

​

$

6.6

​

$

22.1

​

$

18.3

Multi-family leasing revenue

​

​

5.9

​

​

6.0

​

​

17.6

​

​

17.5

Senior living leasing revenue

​

​

2.0

​

​

1.9

​

​

6.2

​

​

5.8

Total leasing revenue

​

​

15.5

​

​

14.5

​

​

45.9

​

​

41.6

Real estate revenue

​

​

​

​

​

​

​

​

​

​

​

​

Commercial and forestry real estate revenue

​

44.1

​

7.3

​

49.2

​

9.4

Timber revenue

​

​

0.9

​

​

0.7

​

​

3.4

​

​

2.9

Total real estate revenue

​

​

45.0

​

​

8.0

​

​

52.6

​

​

12.3

Total revenue

​

60.5

​

22.5

​

98.5

​

53.9

Expenses:

​

​

​

Cost of leasing revenue

​

6.5

​

6.6

​

20.0

​

19.4

Cost of real estate revenue

​

22.7

​

3.4

​

24.1

​

4.2

Other operating expenses

​

1.2

​

1.0

​

3.4

​

2.8

Depreciation, depletion and amortization

​

4.4

​

4.9

​

13.9

​

13.8

Total expenses

​

34.8

​

15.9

​

61.4

​

40.2

Operating income

​

25.7

​

6.6

​

37.1

​

13.7

Other expense:

​

​

​

​

​

​

​

​

​

​

​

Interest expense

​

(2.9)

​

(3.1)

​

(8.5)

​

(9.5)

Equity in loss from unconsolidated joint ventures

​

​

(1.4)

​

​

(1.6)

​

​

(4.8)

​

​

(3.6)

Other expense, net

​

(0.5)

​

(0.1)

​

(0.9)

​

(0.4)

Total other expense, net

​

(4.8)

​

(4.8)

​

(14.2)

​

(13.5)

Income before income taxes

​

$

20.9

​

$

1.8

​

$

22.9

​

$

0.2

​

Three months ended September 30, 2025 compared to the three months ended September 30, 2024

The following table sets forth details of our commercial segment consolidated revenue and gross profit:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 2025

​

​

Three Months Ended September 30, 2024

​

​

​

​

​

Gross

​

Gross

​

​

​

​

​

Gross

​

Gross

​

​

​

Revenue

​

Profit

​

Margin

​

​

Revenue

​

Profit

​

Margin

​

​

In millions

​

Leasing

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial leasing

​

$

7.6

​

$

5.4

71.1

%

​

$

6.6

​

$

4.4

66.7

%

Multi-family leasing

​

​

5.9

​

​

3.0

50.8

%

​

​

6.0

​

​

3.0

50.0

%

Senior living leasing

​

​

2.0

​

​

0.6

​

30.0

%

​

​

1.9

​

​

0.5

​

26.3

%

Total leasing

​

​

15.5

​

​

9.0

​

58.1

%

​

​

14.5

​

​

7.9

​

54.5

%

Real estate

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial and forestry real estate

​

​

44.1

​

​

21.6

​

49.0

%

​

​

7.3

​

​

4.1

​

56.2

%

Timber

​

​

0.9

​

​

0.7

​

77.8

%

​

​

0.7

​

​

0.5

​

71.4

%

Total real estate

​

​

45.0

​

​

22.3

​

49.6

%

​

​

8.0

​

​

4.6

​

57.5

%

Total

​

$

60.5

​

$

31.3

51.7

%

​

$

22.5

​

$

12.5

55.6

%

69

Table of Contents

The following discussion sets forth details of the consolidated results of operations of our commercial segment.

Total leasing revenue increased $1.0 million, or 6.9%, during the three months ended September 30, 2025, as compared to the same period in 2024. The increase was primarily due to additional commercial property leases, as well as other leases. Total leasing gross margin during the three months ended September 30, 2025 was 58.1%, as compared to 54.5% during the same period in 2024. The increase in leasing gross margin was primarily due to additional leases in the current period.

During the three months ended September 30, 2025, we had four commercial and forestry real estate sales of approximately 12 acres for $44.1 million, resulting in a gross margin of approximately 49.0%. The three months ended September 30, 2025, included the sale of the Watercrest JV’s senior living community property for $41.0 million, resulting in a gross margin of approximately 47.2%. See Note 4. Joint Ventures for additional information. During the three months ended September 30, 2024, we had three commercial and forestry real estate sales of approximately 25 acres for $7.3 million, resulting in a gross margin of approximately 56.2%.

Timber revenue increased $0.2 million, or 28.6%, to $0.9 million during the three months ended September 30, 2025, as compared to $0.7 million during the same period in 2024. The increase was primarily due to product mix, an increase in tons of wood product sold and higher sales prices in the current period. There were 56,000 tons of wood products sold at an average price per ton of $15.35 during the three months ended September 30, 2025, as compared to 45,000 tons of wood products sold at an average price per ton of $13.35, during the same period in 2024. Timber gross margin was 77.8% during the three months ended September 30, 2025, as compared to 71.4% during the same period in 2024. The increase was primarily due to product mix, more tons of wood products sold and higher sales prices in the current period.

Other operating expenses include salaries and benefits, property taxes, CDD assessments, professional fees, marketing, project administration and other administrative expenses.

The decrease of $0.5 million in depreciation, depletion and amortization expense during the three months ended September 30, 2025, as compared to the same period in 2024, was primarily due to assets sold in the current period.

Interest expense primarily includes interest incurred from our commercial project financing and CDD debt. The decrease of $0.2 million in interest expense during the three months ended September 30, 2025, as compared to the same period in 2024, was primarily due to repayment of project financing and a decrease in interest rates from the prior period. See Note 8. Debt, Net for additional information.

Equity in loss from unconsolidated joint ventures includes our proportionate share of earnings or losses of unconsolidated JVs accounted for using the equity method. Equity in loss from unconsolidated joint ventures was $1.4 million during the three months ended September 30, 2025, as compared to $1.6 million for the same period in 2024. The three months ended September 30, 2025 and 2024, primarily include lease-up, depreciation and interest expenses related to the Watersound Fountains Independent Living JV’s 148-unit independent senior living community which is currently under lease-up. See Note 4. Joint Ventures for additional information.

Other expense, net during the three months ended September 30, 2025, increased $0.4 million as compared to the same period in 2024, primarily due to loss on early extinguishment of debt related to the payoff of the Watercrest JV Loan. See Note 8. Debt, Net for additional information.

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Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

The following table sets forth details of our commercial segment consolidated revenue and gross profit:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 2025

​

​

Nine Months Ended September 30, 2024

​

​

​

​

​

Gross

​

Gross

​

​

​

​

​

Gross

​

Gross

​

​

​

Revenue

​

Profit

​

Margin

​

​

Revenue

​

Profit

​

Margin

​

​

Dollars in millions

Leasing

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial leasing

​

$

22.1

​

$

15.0

67.9

%

​

$

18.3

​

$

11.9

65.0

%

Multi-family leasing

​

​

17.6

​

​

8.8

50.0

%

​

​

17.5

​

​

8.7

49.7

%

Senior living leasing

​

​

6.2

​

​

2.1

​

33.9

%

​

​

5.8

​

​

1.6

​

27.6

%

Total leasing

​

​

45.9

​

​

25.9

​

56.4

%

​

​

41.6

​

​

22.2

​

53.4

%

Real estate

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial and forestry real estate

​

​

49.2

​

​

25.7

​

52.2

%

​

​

9.4

​

​

5.8

​

61.7

%

Timber

​

​

3.4

​

​

2.8

​

82.4

%

​

​

2.9

​

​

2.3

​

79.3

%

Total real estate

​

​

52.6

​

​

28.5

​

54.2

%

​

​

12.3

​

​

8.1

​

65.9

%

Total

​

$

98.5

​

$

54.4

55.2

%

​

$

53.9

​

$

30.3

56.2

%

The following discussion sets forth details of the consolidated results of operations of our commercial segment.

Total leasing revenue increased $4.3 million, or 10.3%, during the nine months ended September 30, 2025, as compared to the same period in 2024. The increase was primarily due to additional commercial property leases, as well as other leases. Total leasing gross margin during the nine months ended September 30, 2025 was 56.4%, as compared to 53.4% during the same period in 2024. The increase in leasing gross margin was primarily due to additional leases in the current period. As of September 30, 2025, we had net leasable square feet of approximately 1,173,000, of which approximately 1,133,000 square feet were under lease. As of September 30, 2024, we had net leasable square feet of approximately 1,179,000, of which approximately 1,130,000 square feet were under lease. The decrease in net leasable square feet in the current period was due to properties we occupy for our real estate brokerage, title insurance agency and insurance agency businesses. As of September 30, 2025 and 2024, our consolidated entities had 1,110 and 1,235 multi-family and senior living units, respectively, of which 1,011 were leased as of September 30, 2025, compared to 1,080 leased as of September 30, 2024 (excludes 148 senior living units for the unconsolidated Watersound Fountains Independent Living JV). The number of multi-family and senior living units decreased during the nine months ended September 30, 2025, due to the sale of the Watercrest JV’s senior living community property, which ceased operating activities, and the sale of eighteen Origins Crossings Townhomes. See Note 4. Joint Ventures for additional information.

Commercial and forestry real estate revenue can vary depending on the proximity to developed areas and the mix and characteristics of commercial and forestry real estate sold in each period, with varying compositions of retail, office, industrial, timber and other commercial uses. During the nine months ended September 30, 2025, we had ten commercial and forestry real estate sales of approximately 155 acres for $49.2 million, resulting in a gross margin of approximately 52.2%. The nine months ended September 30, 2025, included the sale of the Watercrest JV’s senior living community property for $41.0 million, resulting in a gross margin of approximately 47.2%. See Note 4. Joint Ventures for additional information. During the nine months ended September 30, 2024, we had six commercial and forestry real estate sales of approximately 268 acres for $9.4 million, resulting in a gross margin of approximately 61.7%.

Timber revenue increased $0.5 million, or 17.2%, to $3.4 million during the nine months ended September 30, 2025, as compared to $2.9 million during the same period in 2024. The increase was primarily due to product mix, an increase in in tons of wood product sold and higher sales prices in the current period. There were 191,000 tons of wood products sold at an average price per ton of $16.45 during the nine months ended September 30, 2025, as compared to 186,000 tons of wood products sold at an average price per ton of $14.21, during the same period in 2024. Timber gross margin was 82.4% during the nine months ended September 30, 2025, as compared to 79.3% during the same period in 2024. The increase was primarily due to product mix, more tons of wood products sold and higher sales prices in the current period.

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Other operating expenses include salaries and benefits, property taxes, CDD assessments, professional fees, marketing, project administration and other administrative expenses.

The increase of $0.1 million in depreciation, depletion and amortization expense during the nine months ended September 30, 2025, as compared to the same period in 2024, was primarily due to new assets placed in service, partially offset by assets sold in the current period.

Interest expense primarily includes interest incurred from our commercial project financing and CDD debt. The decrease of $1.0 million in interest expense during the nine months ended September 30, 2025, as compared to the same period in 2024, was primarily due to repayment of project financing and a decrease in interest rates from the prior period. See Note 8. Debt, Net for additional information.

Equity in loss from unconsolidated joint ventures includes our proportionate share of earnings or losses of unconsolidated JVs accounted for using the equity method. Equity in loss from unconsolidated joint ventures was $4.8 million during the nine months ended September 30, 2025, as compared to $3.6 million for the same period in 2024. The nine months ended September 30, 2025, include start-up, depreciation and interest expenses related to the Pier Park RI JV, which opened a 121-room hotel in April 2024. The nine months ended September 30, 2025 and 2024, primarily include lease-up, depreciation and interest expenses related to the Watersound Fountains Independent Living JV, which opened a 148-unit independent senior living community in March 2024 and is currently under lease-up. See Note 4. Joint Ventures for additional information.

Other expense, net during the nine months ended September 30, 2025, increased $0.5 million as compared to the same period in 2024, primarily due loss on early extinguishment of debt related to the payoff of the Watercrest JV Loan. See Note 8. Debt, Net for additional information.

Liquidity and Capital Resources

As of September 30, 2025, we had cash and cash equivalents of $126.0 million, compared to $88.8 million as of December 31, 2024.

We believe that our current cash position, financing arrangements and cash generated from operations will provide us with sufficient liquidity to satisfy our anticipated working capital needs, expected capital expenditures, principal and interest payments on our long-term debt, authorized stock repurchases and authorized dividends for the next twelve months.

During the nine months ended September 30, 2025, we invested a total of $89.6 million for capital expenditures, which includes $65.5 million for our residential segment, $8.6 million for our hospitality segment, $14.6 million for our commercial segment and $0.9 million for corporate expenditures. We anticipate that future capital commitments will be funded through cash generated from operations, cash and cash equivalents on hand and new financing arrangements. As of September 30, 2025, we had a total of $27.9 million, primarily in construction and development related contractual obligations. Capital expenditures and contractual obligations exclude amounts related to unconsolidated JVs. See Note 4. Joint Ventures for additional information.

As of September 30, 2025 and December 31, 2024, we had various loans outstanding totaling $404.0 million and $442.7 million, respectively, with maturities from April 2027 through March 2064. As of September 30, 2025, the weighted average effective interest rate of total outstanding debt was 4.9%, of which 79.6% includes fixed or swapped interest rates, and the average remaining life was 19.5 years. As of September 30, 2025, the weighted average rate on our variable rate loans, excluding the swapped portion, was 6.3%. See Note 8. Debt, Net for additional information.

In 2015, the Pier Park North JV entered into a $48.2 million loan, secured by a first lien on, and Security Interest in, a majority of the Pier Park North JV’s property. In September 2025, The PPN JV Loan was refinanced, which increased the principal amount of the loan from $39.5 million to $40.0 million and fixed the interest rate to 6.1%. The refinanced loan provides for monthly payments of principal and interest beginning in November 2025, with a final balloon payment at maturity in October 2035. As of September 30, 2025 and December 31, 2024, $40.0 million and $40.4 million,

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respectively, was outstanding on the PPN JV Loan. The loan may not be prepaid prior to October 2029. Commencing in October 2029 through May 2035, any principal prepaid is subject to a prepayment fee equal to the greater of (i) a prepayment ratio, as outlined in the loan agreement, or (ii) 1% of the amount prepaid. From June 2035 through maturity, the loan may be prepaid without a prepayment fee upon prior written notice. In connection with the loan, we entered into a limited guarantee in favor of the lender with respect to environmental indemnity matters and specified non-recourse carveouts outlined in the loan agreement. During the nine months September 30, 2025, we incurred $0.3 million of loan costs due to the refinance. See Note 8. Debt, Net for additional information.

In 2018, the Pier Park Crossings JV entered into a $36.6 million loan, insured by HUD, as amended. As of September 30, 2025 and December 31, 2024, $33.8 million and $34.2 million, respectively, was outstanding on the PPC JV Loan. The loan bears interest at a rate of 3.1% and matures in June 2060. The loan includes a prepayment premium due to the lender of 2% - 7% for any additional principal that is prepaid through August 2031. The loan is secured by the real property and certain other Security Interests. See Note 8. Debt, Net for additional information.

In 2019, a wholly-owned subsidiary of ours entered into a $5.5 million loan, which is guaranteed by us. As of September 30, 2025 and December 31, 2024, $2.4 million and $5.0 million, respectively, was outstanding on the Beckrich Building III Loan. The loan bears interest at a rate of SOFR plus 1.8% and matures in August 2029. The loan is secured by the real property and certain other Security Interests. See Note 8. Debt, Net for additional information.

In 2020, a wholly-owned subsidiary of ours entered into a $15.3 million loan, which is guaranteed by us. As of September 30, 2025 and December 31, 2024, $5.9 million and $11.7 million, respectively, was outstanding on the Airport Hotel Loan. The loan bears interest at SOFR plus 2.1%, with a floor of 3.0%. In February 2025, the Airport Hotel Loan maturity date was extended from March 2025 to February 2030. During the nine months ended September 30, 2025, we incurred less than $0.1 million of additional loan costs due to the modification. The loan is secured by the real property and certain other Security Interests. See Note 8. Debt, Net for additional information.

In 2020, the Pier Park Resort Hotel JV entered into a loan with an initial amount of $52.5 million up to a maximum of $60.0 million through additional earn-out requests. As of September 30, 2025 and December 31, 2024, $50.1 million and $50.9 million, respectively, was outstanding on the Pier Park Resort Hotel JV Loan. The loan matures in April 2027 and bears interest at a rate of SOFR plus 2.1%. The loan is secured by the real property and certain other Security Interests. In connection with the loan, as guarantors, we and our JV partner entered into a guarantee based on each partner’s ownership interest in favor of the lender, to guarantee the payment and performance of the borrower. As guarantor, our liability under the loan can be released upon reaching and maintaining certain debt service coverage. In addition, the guarantee can become full recourse in the case of the failure of the guarantor to abide by or perform any of the covenants or warranties to be performed on the part of such guarantor. The Pier Park Resort Hotel JV entered into an interest rate swap to hedge cash flows tied to changes in the underlying floating interest rate tied to SOFR. The interest rate swap matures in April 2027 and fixed the variable rate on the notional amount of related debt, initially at $42.0 million, amortizing to $38.7 million at swap maturity, to a rate of 3.2%. See Note 5. Financial Instruments and Fair Value Measurements and Note 8. Debt, Net for additional information.

In 2020, a wholly-owned subsidiary of ours entered into a $16.8 million loan, which is guaranteed by us. As of September 30, 2025 and December 31, 2024, $15.1 million and $15.5 million, respectively, was outstanding on the Breakfast Point Hotel Loan. The loan matures in November 2042 and bears interest at a rate of 6.0% through November 2027 and the 1-year constant maturity Treasury rate plus 3.3% from December 2027 through November 2042, with a minimum rate of 6.0% throughout the term of the loan. The loan includes a prepayment premium due to the lender of 1% of the outstanding principal balance for any additional principal that is prepaid through November 2027. The loan is secured by the real property and certain other Security Interests. See Note 8. Debt, Net for additional information.

In 2021, The Lodge 30A JV entered into a $15.0 million loan. As of September 30, 2025 and December 31, 2024, $13.7 million and $14.1 million, respectively, was outstanding on the Lodge 30A JV Loan. The loan bears interest at a rate of 3.8% and matures in January 2028. The loan is secured by the real property and certain other Security Interests. In connection with the loan, we, wholly-owned subsidiaries of ours and our JV partner entered into a joint and several payment and performance guarantee in favor of the lender. Upon reaching a certain debt service coverage ratio for a minimum of twenty-four months, our liability as guarantor can be reduced to 75% of the outstanding principal amount for a twelve-month period. The debt service coverage ratio will be tested annually thereafter and can be reduced to 50%

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in year four and 25% in year five. We receive a monthly fee related to the guarantee from our JV partner based on the JV partner’s ownership percentage. See Note 8. Debt, Net for additional information.

In 2021, a wholly-owned subsidiary of ours entered into a loan, as amended. In February 2025, the North Bay Landing Loan was refinanced, which increased the principal amount of the loan to $27.8 million, fixed the interest rate to 5.9% and provides for monthly payments of principal and interest through maturity in March 2060. As of September 30, 2025 and December 31, 2024, $27.7 million and $22.7 million, respectively, was outstanding on the North Bay Landing Loan. The refinanced loan terms include a prepayment premium due to the lender of 1% - 10% for any principal that is prepaid through March 2035. The refinanced loan is insured by HUD and is secured by the real property and certain other Security Interests. During the nine months ended September 30, 2025, we incurred $0.6 million of loan costs due to the refinance. The nine months ended September 30, 2025 includes a less than $0.1 million loss on early extinguishment of debt related to unamortized debt issuance costs, included within other income (expense), net on the condensed consolidated statements of income. See Note 8. Debt, Net for additional information.

In 2021, a wholly-owned subsidiary of ours entered into a $28.0 million loan, which is guaranteed by us. As of September 30, 2025 and December 31, 2024, $27.0 million and $27.4 million, respectively, was outstanding on the Watersound Camp Creek Loan. The loan matures in December 2047 and bears interest at a rate of SOFR plus 2.1%, with a floor of 2.6%. The loan is secured by the real property and certain other Security Interests. As guarantor, our liability under the loan will be reduced to 50% of the outstanding principal amount upon the project reaching and maintaining a trailing six months of operations with a certain debt service coverage ratio and reduced to 25% of the outstanding principal amount upon reaching and maintaining a trailing twelve months of operations with a certain debt service coverage ratio. In addition, the guarantee can become full recourse in the case of the failure of guarantor to abide by or perform any of the covenants, warranties or other certain obligations to be performed on the part of such guarantor. See Note 8. Debt, Net for additional information.

In 2021, a wholly-owned subsidiary of ours entered into a $12.0 million loan, which is guaranteed by us. As of September 30, 2025 and December 31, 2024, $5.7 million and $8.1 million, respectively, was outstanding on the Watersound Town Center Grocery Loan. The loan bears interest at SOFR plus 2.1%, with a floor of 2.3%, and matures in August 2031. The loan is secured by the real property and certain other Security Interests. As guarantor, our liability under the loan is 50% of the outstanding principal amount and will be reduced to 25% of the outstanding principal amount upon reaching a certain debt service coverage ratio. See Note 8. Debt, Net for additional information.

In 2021, a wholly-owned subsidiary of ours entered into a $21.2 million loan, which is guaranteed by us. As of September 30, 2025 and December 31, 2024, $19.2 million and $19.9 million, respectively, was outstanding on the Hotel Indigo Loan. The loan bears interest at a rate of SOFR plus 2.5%, with a floor of 2.5%. The loan matures in October 2028 and includes an option for an extension of the maturity date by sixty months, subject to certain conditions. The loan is secured by the leasehold property and certain other Security Interests. See Note 8. Debt, Net for additional information.

In 2022, the Mexico Beach Crossings JV entered into a $43.5 million loan, insured by HUD. As of September 30, 2025 and December 31, 2024, $42.7 million and $43.1 million, respectively, was outstanding on the Mexico Beach Crossings JV Loan. The loan bears interest at a rate of 3.0% and matures in March 2064. The loan includes a prepayment premium due to the lender of 1% - 9% for any principal that is prepaid through March 2034. The loan is secured by the real property and certain other Security Interests. See Note 8. Debt, Net for additional information.

In 2022, the Pier Park Crossings Phase II JV refinanced into a $22.9 million loan, insured by HUD. As of September 30, 2025 and December 31, 2024, $21.5 million and $21.8 million, respectively, was outstanding on the PPC II JV Loan. The PPC II JV Loan bears interest at a rate of 2.7% and matures in May 2057. The loan includes a prepayment premium due to the lender of 1% - 7% for any principal that is prepaid through May 2032. The loan is secured by the real property and certain other Security Interests. See Note 8. Debt, Net for additional information.

In 2022, a wholly-owned subsidiary of ours entered into a $13.7 million loan, which is guaranteed by us. As of both September 30, 2025 and December 31, 2024, $12.3 million was outstanding on the Topsail Hotel Loan. The loan bears

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interest at a rate of SOFR plus 2.1%, with a floor of 3.0% and matures in July 2027. The loan is secured by the real property and certain other Security Interests. See Note 8. Debt, Net for additional information.

In 2022, a wholly-owned subsidiary of ours entered into a $37.0 million loan, which is guaranteed by us. As of September 30, 2025 and December 31, 2024, $32.9 million and $34.0 million, respectively, was outstanding on The Pearl Hotel Loan. The loan bears interest at a rate of 6.3% and matures in December 2032. The loan includes a prepayment fee due to the lender of 1% - 3% of the outstanding principal balance if the loan is refinanced with another financial institution through December 2027. The loan is secured by the real property and certain other Security Interests. See Note 8. Debt, Net for additional information.

In 2023, the Watersound Origins Crossings JV refinanced into a $52.9 million loan, insured by HUD. As of September 30, 2025 and December 31, 2024, $51.5 million and $52.0 million, respectively, was outstanding on the Watersound Origins Crossings JV Loan. The loan bears interest at a rate of 5.0% and matures in April 2058. The loan includes a prepayment premium due to the lender of 1% - 8% for any principal that is prepaid through April 2033. The refinanced loan is secured by the real property and certain other Security Interests. See Note 8. Debt, Net for additional information.

CDD bonds financed the construction of infrastructure improvements in some of our communities. The principal and interest payments on the bonds are paid by assessments on the properties benefited by the improvements financed by the bonds. We have recorded a liability for CDD debt that is associated with platted property, which is the point at which it becomes fixed and determinable. Additionally, we have recorded a liability for the balance of the CDD debt that is associated with unplatted property if it is probable and reasonably estimable that we will ultimately be responsible for repayment. We have recorded CDD related debt of $2.6 million as of September 30, 2025. Total outstanding CDD debt related to our land holdings was $9.0 million as of September 30, 2025, which is comprised of $7.4 million at the SouthWood community, $1.5 million at the existing Pier Park retail center and less than $0.1 million at the Wild Heron residential community. We pay interest on this total outstanding CDD debt.

As of September 30, 2025, our unconsolidated Latitude Margaritaville Watersound JV, Watersound Fountains Independent Living JV, Pier Park TPS JV, Pier Park RI JV, Busy Bee JV and Electric Cart Watersound JV had various loans outstanding, some of which we have entered into guarantees. See Note 4. Joint Ventures and Note 17. Commitments and Contingencies for additional information.

During each of the three months ended September 30, 2025 and 2024, we paid dividends of $0.14, per share on our common stock for a total of $8.1 million and $8.2 million, respectively. During the nine months ended September 30, 2025 and 2024, we paid dividends of $0.42 and $0.38, respectively, per share on our common stock for a total of $24.4 million and $22.2 million, respectively.

During the three months ended September 30, 2025, we repurchased 176,085 shares of our common stock outstanding at an average repurchase price of $49.45, per share, for an aggregate purchase price of $8.7 million, excluding the excise tax on stock repurchases in excess of issuances as a result of the IRA. During the nine months ended September 30, 2025, we repurchased 535,099 shares of our common stock outstanding at an average repurchase price of $46.64, per share, for an aggregate purchase price of $24.9 million, excluding the excise tax on stock repurchases in excess of issuances as a result of the IRA. During the three and nine months ended September 30, 2024, we did not repurchase shares of our common stock outstanding. See Note 13. Stockholders’ Equity for additional information regarding the Stock Repurchase Program.

As part of a certain sale of forestry land in 2014, we generated significant tax gains. The installment note’s structure allowed us to defer the resulting federal and state tax liability of $45.6 million until 2029, the maturity date for the installment note. We have a deferred tax liability related to the gain in connection with the sale. At the maturity date of the installment note in 2029, the $200.0 million time deposit included in investments held by special purpose entities will be used to pay the $180.0 million of principal for the Senior Notes held by special purpose entity and the remaining $20.0 million will become available to us, which can be used to pay a portion of the tax liability. See Note 5. Financial Instruments and Fair Value Measurements for additional information.

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As of September 30, 2025 and December 31, 2024, we were required to provide surety bonds that guarantee completion and maintenance of certain infrastructure in certain development projects and mitigation banks, as well as other financial guarantees of $39.7 million and $53.1 million, respectively, as well as standby letters of credit in the amount of $0.4 million and $0.7 million, respectively, which may potentially result in a liability to us if certain obligations are not met.

In conducting our operations, we routinely hold customers’ assets in escrow pending completion of real estate transactions, and are responsible for the proper disposition of these balances for our customers. These amounts are maintained in segregated bank accounts and have not been included in the accompanying condensed consolidated balance sheets, consistent with GAAP and industry practice. The cash deposit accounts and offsetting liability balances for escrow deposits in connection with our title insurance agencies for real estate transactions were $12.8 million and $6.4 million as of September 30, 2025 and December 31, 2024, respectively. These escrow funds are not available for regular operations.

Summary of Cash Flows

A summary of our cash flows from operating, investing and financing activities are as follows:

​	​	​	​	​	​	​
​		Nine Months Ended September 30,
​	​	2025			2024
​	​	In millions
Net cash provided by operating activities	​	$	146.3	​	$	78.2
Net cash used in investing activities	​		(17.3)	​		(42.4)
Net cash used in financing activities	​		(91.8)	​		(34.4)
Net increase in cash, cash equivalents and restricted cash	​		37.2	​		1.4
Cash, cash equivalents and restricted cash at beginning of the period	​		96.3	​		90.8
Cash, cash equivalents and restricted cash at end of the period	​	$	133.5	​	$	92.2

​

Cash Flows from Operating Activities

Net cash flows provided by operating activities include net income, adjustments for non-cash items, distribution of earnings from unconsolidated joint ventures, changes in operating assets and liabilities and expenditures related to assets planned to be sold, including developed and undeveloped assets. Adjustments for non-cash items primarily include depreciation, depletion and amortization, equity in income from unconsolidated joint ventures, deferred income tax and cost of real estate sold. Net cash provided by operations was $146.3 million during the nine months ended September 30, 2025, as compared to $78.2 million during the same period in 2024. Net income was $86.6 million during the nine months ended September 30, 2025, as compared to $54.3 million during the same period in 2024. The increase in net cash provided by operating activities was primarily due to the changes in net income, distribution of earnings from unconsolidated joint ventures, cost of real estate sold, deferred revenue and accounts payable and other liabilities, partially offset by the changes in equity in income from unconsolidated joint ventures, deferred income taxes, expenditures for and acquisition of real estate to be sold and (gain) loss on disposal of property and equipment during the period. During the nine months ended September 30, 2025, the Watercrest JV sold its senior living community property to a third party for $41.0 million, resulting a gross profit of $19.4 million and a corresponding cash distribution of $19.1 million made to us. During the nine months ended September 30, 2025, distribution of earnings from unconsolidated joint ventures were $24.3 million, compared to $15.5 million during the same period in 2024. See Note 4. Joint Ventures for additional information.

Cash Flows from Investing Activities

Net cash flows used in investing activities primarily include capital expenditures for operating property and property and equipment used in our operations and capital contributions to unconsolidated joint ventures, partially offset by proceeds from the disposition of assets and maturities of assets held by SPEs. During the nine months ended September 30, 2025, net cash used in investing activities was $17.3 million, which included capital expenditures for operating property and property and equipment of $19.8 million, primarily for our commercial and hospitality segments,

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and capital contributions to unconsolidated joint ventures of $2.9 million, partially offset by proceeds from the disposition of assets of $4.6 million primarily related to the sale of our N850J aircraft and maturities of assets held by SPEs of $0.8 million. During the nine months ended September 30, 2024, net cash used in investing activities was $42.4 million, which included capital expenditures for operating property and property and equipment of $41.9 million, primarily for our commercial and hospitality segments, and capital contributions to unconsolidated joint ventures of $1.8 million, partially offset by maturities of assets held by SPEs of $0.8 million, proceeds from insurance claims of $0.2 million, capital distributions from unconsolidated joint ventures of $0.2 million and proceeds from the disposition of assets of $0.1 million.

Cash Flows from Financing Activities

Net cash used in financing activities during the nine months ended September 30, 2025 was $91.8 million, compared to $34.4 million during the same period in 2024. Net cash used in financing activities during the nine months ended September 30, 2025, included principal payments for debt of $106.5 million primarily related to the refinance of the PPN JV Loan and North Bay Landing Loan and payoff of the Watercrest JV Loan, repurchase of 535,099 shares of our common stock outstanding of $25.1 million, including excise tax, dividends paid of $0.42 per share on our common stock of $24.4 million, capital distributions to non-controlling interest of $2.9 million, debt issuance costs of $0.6 million and principal payments for finance leases of $0.1 million. Net cash used in financing activities during the nine months ended September 30, 2025, were partially offset by borrowings on debt of $67.8 million related to the refinance of the PPN JV Loan and North Bay Landing Loan. See Note 8. Debt, Net for additional information. Net cash used in financing activities during the nine months ended September 30, 2024, included dividends paid of $0.38 per share on our common stock of $22.2 million, principal payments for debt of $12.1 million, capital distributions to non-controlling interest of $0.9 million, debt issuance costs of $0.2 million and principal payments for finance leases of $0.1 million, partially offset by borrowings on debt of $1.1 million.

Contractual Obligations

There were no material changes outside the ordinary course of our business in our contractual obligations during the third quarter of 2025.

Forward-Looking Statements

This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These statements include, among other things, information about possible or assumed future results of the business and our financial condition, liquidity, results of operations, plans, strategies, prospects and objectives. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar expressions concerning matters that are not historical facts.

We caution you that all forward-looking statements involve risks and uncertainties, and while we believe that our expectations for the future are reasonable in view of currently available information, you are cautioned not to place undue reliance on our forward-looking statements. Actual results or events may differ materially from those indicated as a result of various important factors, including: our ability to successfully implement our strategic objectives; new or increased competition across our business units; any decline in general economic conditions, particularly in our primary markets; interest rate fluctuations; inflation; higher insurance costs and our ability to obtain adequate insurance coverage for our properties; financial institution disruptions; supply chain disruptions; geopolitical conflicts and political uncertainty and the corresponding impact on the global economy; the imposition of tariffs and uncertainty regarding trade policies; changes in consumer sentiment and confidence that may impact demand across our segments; our ability to successfully execute or integrate new business endeavors and acquisitions; our ability to yield anticipated returns from our developments and projects; our ability to effectively manage our real estate assets, as well as the ability for us or our JV partners to effectively manage the day-to-day activities of our JV projects; our ability to complete construction and development projects within expected timeframes; the interest of prospective guests in our hotels; reductions in travel and other risks inherent to the hospitality industry; the illiquidity of all real estate assets; financial risks, including risks relating to currency fluctuations, credit risks, and fluctuations in the market value of our investment portfolio; any

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potential negative impact of our longer-term property development strategy, including losses and negative cash flows for an extended period of time if we continue with the self-development of granted entitlements; our dependence on homebuilders; mix of sales from different communities and the corresponding impact on sales period over period; the financial condition of our commercial tenants; regulatory and insurance risks associated with our senior living facilities; public health emergencies; any reduction in the supply of mortgage loans or tightening of credit markets; our dependence on strong migration and population expansion in our regions of development, particularly Northwest Florida; our ability to fully recover from natural disasters and severe weather conditions; the actual or perceived threat of climate change; the seasonality of our business; our dependence on certain third party providers; the inability of minority shareholders to influence corporate matters, due to concentrated ownership of largest shareholder; the impact of unfavorable legal proceedings or government investigations; the impact of complex and changing laws and regulations in the areas we operate; changes in tax rates, the adoption of new U.S. tax legislation (including the One Big Beautiful Bill Act), and exposure to additional tax liabilities, including with respect to Qualified Opportunity Zone program; new litigation; our ability to attract and retain qualified employees, particularly in our hospitality business; our ability to protect our information technology infrastructure and defend against cyber-attacks; increased media, political, and regulatory scrutiny negatively impacting our reputation; our ability to maintain adequate internal controls; risks associated with our financing arrangements, including our compliance with certain restrictions and limitations; our ability to pay our quarterly dividend; the potential volatility of our common stock; and the other risks and uncertainties discussed in “Risk Factors” beginning on page 7 of our most recent Annual Report on Form 10-K and from time to time in our subsequent filings with the SEC. We assume no obligation to revise or publicly release any revision to any forward-looking statements contained in this Quarterly Report on Form 10-Q unless required by law.

Item 3.         Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks primarily from interest rate risk fluctuations. We have investments in short-term U.S. Treasury Bills classified as cash equivalents that have fixed interest rates for which changes in interest rates generally affect the fair value of the investment, but not the earnings or cash flows. A hypothetical 100 basis point increase in interest rates would result in a decrease of less than $0.1 million in the market value of these investments as of September 30, 2025. Any realized gain or loss resulting from such interest rate changes would only occur if we sold the investments prior to maturity or if a decline in their value is determined to be related to credit loss.

We have historically been exposed, and in the future may again be exposed, to credit risk associated with investments classified as available-for-sale securities (“Securities”) and these instruments are subject to price fluctuations as a result of changes in the financial market’s assessment of issuer credit quality, increases in delinquency and default rates, changes in prevailing interest rates and other economic factors. A downgrade of the U.S. government’s credit rating may also decrease the value of Securities.

Some of our cash and cash equivalents are invested in money market instruments. Changes in interest rates related to these investments would not significantly impact our results of operations.

We are subject to interest rate risk on our variable-rate debt and utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on certain loans. We have entered into interest rate swap agreements designated as cash flow hedges to manage the interest rate risk associated with some of our variable rate debt, with changes in the fair value recorded to accumulated other comprehensive income. As of September 30, 2025, we had variable-rate debt outstanding totaling $122.6 million, of which $40.0 million was swapped to a fixed interest rate. As of September 30, 2025, the weighted average interest rate on our variable rate loans, excluding the swapped portion, based on SOFR was 6.3%. Based on the outstanding balance of these loans as of September 30, 2025, a hypothetical 100 basis point increase in the applicable rate would result in an increase to our annual interest expense of $0.8 million. See Note 5. Financial Instruments and Fair Value Measurements and Note 8. Debt, Net for additional information.

Item 4.         Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and

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15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting. During the quarter ended September 30, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.         Legal Proceedings

We are subject to a variety of litigation, claims, other disputes and governmental proceedings that arise from time to time in the ordinary course of our business, none of which we believe will have a material adverse effect on our consolidated financial position, results of operations or liquidity. In addition, we are subject to environmental laws and regulations, which include obligations to remove or limit the effects on the environment of the disposal or release of certain wastes or substances at various sites, including sites which have been previously sold. See Note 17. Commitments and Contingencies, for additional information.

Item 1A.         Risk Factors

A description of the risk factors associated with our business is contained in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. There have been no material changes to our Risk Factors as previously reported.

Item 2.         Unregistered Sales of Equity Securities and Use of Proceeds

Our Board has approved the Stock Repurchase Program pursuant to which we are authorized to repurchase shares of our common stock. The program has no expiration date. In February 2025, the Board increased the total authorization under the Stock Repurchase Program to $100.0 million. As of September 30, 2025, we had a total authority of $75.1 million available for purchase of shares of our common stock outstanding. We may repurchase our common stock in open market purchases from time to time, in privately negotiated transactions or otherwise, pursuant to Rule 10b-18 under the Exchange Act. The timing and amount of any additional stock to be repurchased will depend upon a variety of factors. Repurchases may be commenced or suspended at any time or from time to time without prior notice. The program will continue until otherwise modified or terminated by our Board at any time in its sole discretion.

The following table provides information on our repurchase of common stock during the three months ended September 30, 2025:

​	​	​	​	​	​	​	​	​	​	​	​
​		​		​	​		Total Number of Shares		Maximum Dollar Value of
​	​	​	​	​	​	​	Purchased as Part of	​	Stock that May Yet Be
​	​	Total Number of	​	Average Price		​	Publicly Announced	​	Purchased Under the
Period	​	Shares Purchased	​	Paid per Share (a)		​	Plans or Programs	​	Plans or Programs
​	​	​	​	​	​	​	​	​	In Millions
July 1-31, 2025		91,600	​	$	49.27		91,600	​	$	79.3	​
August 1-31, 2025		—	​		—		—	​		79.3	​
September 1-30, 2025		84,485	​		49.63		84,485	​		75.1	​
Total		176,085	​	$	49.45		176,085	​	$	75.1	​

(a) Excludes excise tax. As part of the IRA, a 1% excise tax was imposed on stock repurchases in excess of issuances effective January 1, 2023.

​

Item 3.         Defaults upon Senior Securities

None.

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Item 4.         Mine Safety Disclosures

Not applicable.

Item 5.         Other Information

During the three months ended September 30, 2025, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.

Item 6.         Exhibits

Index to Exhibits

​	​	​
Exhibit	​	​
Number		Description
3.1	​	Restated and Amended Articles of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).
3.2	​	Second Amended and Restated Bylaws of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on November 15, 2022).
*10.1	​	Second Amendment to Investment Management Agreement dated July 14, 2025, by and between the St. Joe Company and Fairholme Capital Management, LLC.
*31.1	​	Certification of Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	​	Certification of Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
**32.1	​	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**32.2	​	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101.INS	​	Inline XBRL Instance Document.
*101.SCH	​	Inline XBRL Taxonomy Extension Schema Document.
*101.DEF	​	Inline XBRL Taxonomy Extension Definition Linkbase Document.
*101.CAL	​	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
*101.LAB	​	Inline XBRL Taxonomy Extension Label Linkbase Document.
*101.PRE	​	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	​	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*     Filed herewith.

**   Furnished herewith.

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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 thereunto duly authorized.

​	​	​
​	​	THE ST. JOE COMPANY
​	​	(Registrant)
​	​	​
​	​	​
Date:	October 29, 2025	/s/ Jorge L. Gonzalez
​	​	Jorge L. Gonzalez
​	​	President, Chief Executive Officer and Chairman of the Board
​	​	(Principal Executive Officer)
​	​	​
​	​	​
Date:	October 29, 2025	/s/ Marek Bakun
​	​	Marek Bakun
​	​	Executive Vice President and Chief Financial Officer
​	​	(Principal Financial Officer and Principal Accounting Officer)

​

​

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