Fairholme trims St Joe stake with 121,700-share sale

Accepted by SEC EDGAR 06/08/2026 - 05:42 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

The Fairholme Fund, a series of Fairholme Funds, Inc. associated with ten percent owner Bruce R. Berkowitz, reported open-market sales of 121,700 shares of ST JOE Co common stock at prices between $65.09 and $65.18 per share. After these sales, the fund holds 15,458,424 shares of ST JOE Co.

The filing notes that Mr. Berkowitz and Fairholme Capital Management, LLC may be deemed to have beneficial ownership through their control relationships but disclaim beneficial ownership except to the extent of any pecuniary interest. Separately, 606,866 shares of ST JOE Co common stock are reported as directly owned by Mr. Berkowitz.

Insider Trade Summary

Net Seller: 121,700 shares

Net Sell 3 txns

Insider BERKOWITZ BRUCE R, FAIRHOLME FUNDS INC

Role 10% Owner | 10% Owner

Sold 121,700 shs ($7.93M)

Share of Position Sold 0.78%

Type	Security	Shares	Price	Value
Sale	Common Stock	29,000	$65.12	$1.89M
Sale	Common Stock	33,600	$65.18	$2.19M
Sale	Common Stock	59,100	$65.09	$3.85M
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 16,065,290 shares (Direct)

Holdings Before and After: Common Stock, 16,186,990 to 16,065,290 shares (Direct)

Footnotes (2)

1. F1. The reported transactions were in securities held by The Fairholme Fund, a series of Fairholme Funds, Inc. (the "Fairholme Fund"). The securities may be deemed to be beneficially owned by Mr. Bruce R. Berkowitz ("Mr. Berkowitz") because he controls the sole member of Fairholme Capital Management, LLC ("Fairholme"), which may be deemed to have beneficial ownership of the securities because Fairholme serves as the investment manager to the Fairholme Fund. Mr. Berkowitz and Fairholme disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that Mr. Berkowitz and Fairholme are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
2. F2. The reported securities are directly owned by Mr. Berkowitz.

Key Figures

Shares sold 2026-06-08: 29,000 shares at $65.12 Shares sold 2026-06-05: 33,600 shares at $65.18 Shares sold 2026-06-04: 59,100 shares at $65.09 +3 more

6 metrics

Shares sold 2026-06-08 29,000 shares at $65.12 Open-market sale of ST JOE Co common stock

Shares sold 2026-06-05 33,600 shares at $65.18 Open-market sale of ST JOE Co common stock

Shares sold 2026-06-04 59,100 shares at $65.09 Open-market sale of ST JOE Co common stock

Total shares sold 121,700 shares Aggregate open-market sales reported in Form 4

Fund holdings after sales 15,458,424 shares ST JOE Co shares held by The Fairholme Fund after transactions

Direct Berkowitz holdings 606,866 shares ST JOE Co common stock directly owned by Bruce R. Berkowitz

Key Terms

ten percent owner, open-market sale, beneficially owned, pecuniary interest, +1 more

5 terms

ten percent owner financial

"associated with ten percent owner Bruce R. Berkowitz"

open-market sale financial

"reported open-market sales of 121,700 shares of ST JOE Co"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

beneficially owned financial

"The securities may be deemed to be beneficially owned by Mr. Bruce R. Berkowitz"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

pecuniary interest financial

"disclaim beneficial ownership in the securities reported except to the extent of its pecuniary interest"

Section 16 of the Securities Exchange Act of 1934 regulatory

"for purposes of Section 16 of the Securities Exchange Act of 1934, as amended"

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Fairholme report for ST JOE Co (JOE)?

The Fairholme Fund reported open-market sales totaling 121,700 ST JOE Co shares. These sales occurred at prices around $65 per share, reflecting routine portfolio activity by a large shareholder rather than a change in company operations.

Over what dates did the ST JOE Co (JOE) insider share sales occur?

The reported ST JOE Co sales took place on June 4, 5, and 8, 2026. Across these three trading days, The Fairholme Fund executed several open-market transactions, gradually reducing its position while remaining a major shareholder.

How many ST JOE Co (JOE) shares does The Fairholme Fund hold after the sales?

After the reported transactions, The Fairholme Fund holds 15,458,424 shares of ST JOE Co common stock. This remaining stake indicates the fund continues to be a significant shareholder despite the recent open-market sales.

At what prices were the recent ST JOE Co (JOE) insider sales executed?

The open-market sales were executed at prices between $65.09 and $65.18 per share. These closely grouped prices suggest normal trading activity within a narrow range rather than distressed or forced selling.

Does Bruce R. Berkowitz personally own ST JOE Co (JOE) shares after these transactions?

Yes. The filing reports that 606,866 ST JOE Co shares are directly owned by Bruce R. Berkowitz. This is separate from the larger position held by The Fairholme Fund, where ownership is described through control relationships and associated beneficial ownership concepts.

How much stock did The Fairholme Fund sell in each ST JOE Co (JOE) transaction?

The Fairholme Fund sold 59,100 shares at $65.09, 33,600 shares at $65.18, and 29,000 shares at $65.12. Together these open-market transactions account for the 121,700 shares reported as sold.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BERKOWITZ BRUCE R

(Last) (First) (Middle)

C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C.

5966 SOUTH DIXIE HIGHWAY, SUITE 300

(Street)

SOUTH MIAMI FLORIDA 33143

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ST JOE Co [ JOE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/04/2026		S		59,100	D	$65.09	15,521,024	D(1)
Common Stock	06/05/2026		S		33,600	D	$65.18	15,487,424	D(1)
Common Stock	06/08/2026		S		29,000	D	$65.12	15,458,424	D(1)
Common Stock								606,866	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

BERKOWITZ BRUCE R

(Last) (First) (Middle)

C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C.

5966 SOUTH DIXIE HIGHWAY, SUITE 300

(Street)

SOUTH MIAMI FLORIDA 33143

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FAIRHOLME FUNDS INC

(Last) (First) (Middle)

5966 SOUTH DIXIE HIGHWAY

SUITE 300

(Street)

SOUTH MIAMI FLORIDA 33143

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reported transactions were in securities held by The Fairholme Fund, a series of Fairholme Funds, Inc. (the "Fairholme Fund"). The securities may be deemed to be beneficially owned by Mr. Bruce R. Berkowitz ("Mr. Berkowitz") because he controls the sole member of Fairholme Capital Management, LLC ("Fairholme"), which may be deemed to have beneficial ownership of the securities because Fairholme serves as the investment manager to the Fairholme Fund. Mr. Berkowitz and Fairholme disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that Mr. Berkowitz and Fairholme are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

2. The reported securities are directly owned by Mr. Berkowitz.

	Fairholme Funds, Inc., By: Fairholme Capital Management, L.L.C., Investment Manager, Bruce R. Berkowitz, By: /s/ Erica K. Kapahi, (Attorney in Fact)	06/08/2026
	Bruce R. Berkowitz, By: /s/ Erica K. Kapahi, (Attorney in Fact)	06/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)