Fairholme Fund trims ST JOE Co (NYSE: JOE) stake with share sale

Rhea-AI Filing Summary

The Fairholme Fund, a series of Fairholme Funds, Inc., reported an open-market sale of 1,400 shares of ST JOE Co common stock at $73.50 per share on March 4, 2026. After this sale, the Fund reported holding 16,094,724 shares of ST JOE Co.

The filing also reports that Bruce R. Berkowitz directly owns 606,866 shares of ST JOE Co common stock. Mr. Berkowitz and Fairholme Capital Management state they may be deemed beneficial owners of the Fund’s shares but disclaim beneficial ownership except to the extent of any pecuniary interest.

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

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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 FL 33143

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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

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

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

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	03/04/2026		S		1,400	D	$73.5	16,094,724	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 FL 33143

(City) (State) (Zip)

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)

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

5966 SOUTH DIXIE HIGHWAY, SUITE 300

(Street)

SOUTH MIAMI FL 33143

(City) (State) (Zip)

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.

	Bruce R. Berkowitz, By: /s/ Erica K. Kapahi (Attorney in Fact)	03/06/2026
	Fairholme Funds, Inc., By: Fairholme Capital Management, L.L.C., Investment Manager, Bruce R. Berkowitz, By: /s/ Erica K. Kapahi (Attorney in Fact)	03/06/2026
	** Signature of Reporting Person	Date
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FAQ

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

The Fairholme Fund reported selling 1,400 shares of ST JOE Co common stock in an open-market transaction at $73.50 per share on March 4, 2026. This transaction was disclosed as part of its ongoing holdings reporting.

Who is associated with The Fairholme Fund’s ST JOE Co (JOE) holdings?

The holdings are in The Fairholme Fund, a series of Fairholme Funds, Inc. Bruce R. Berkowitz may be deemed a beneficial owner through his control of Fairholme Capital Management, but he and Fairholme disclaim beneficial ownership except for any pecuniary interest.

How many ST JOE Co (JOE) shares did The Fairholme Fund report after the sale?

After selling 1,400 shares, The Fairholme Fund reported holding 16,094,724 shares of ST JOE Co common stock. This figure reflects the position following the March 4, 2026 open-market transaction disclosed in the insider filing.

How many ST JOE Co (JOE) shares does Bruce R. Berkowitz directly own?

The filing states that Bruce R. Berkowitz directly owns 606,866 shares of ST JOE Co common stock. This direct ownership is reported separately from the shares held by The Fairholme Fund, which are managed through Fairholme Capital Management.

Does Bruce R. Berkowitz claim full beneficial ownership of The Fairholme Fund’s ST JOE Co (JOE) shares?

No. The filing explains that Bruce R. Berkowitz and Fairholme Capital Management may be deemed beneficial owners but expressly disclaim beneficial ownership of The Fairholme Fund’s ST JOE Co shares, except to the extent of any pecuniary interest they may have.

What type of transaction was used to sell ST JOE Co (JOE) shares?

The 1,400 ST JOE Co shares were sold in an open-market transaction, described as a sale in the open market or a private transaction. This is a standard method for adjusting positions in publicly traded common stock.