Large ST JOE Co (JOE) holder sells 21,100 shares, retains 16M+ stake

Rhea-AI Filing Summary

ST JOE Co’s large shareholder group reported a modest share sale. An entity associated with Fairholme Funds Inc., through The Fairholme Fund, sold 21,100 shares of ST JOE Co common stock at $72.22 per share. After this open-market sale, that entity still holds 16,073,624 shares.

Separately, Bruce R. Berkowitz is shown as directly owning 606,866 ST JOE Co shares following the reported transactions. The filing notes that Mr. Berkowitz and Fairholme disclaim beneficial ownership of The Fairholme Fund’s position 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 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)
03/17/2026

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	03/17/2026		S		21,100	D	$72.22	16,073,624	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)

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)

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)	03/19/2026
	Fairholme Funds, Inc., By: Fairholme Capital Management, L.L.C., Investment Manager, Bruce R. Berkowitz, By: /s/ Erica K. Kapahi (Attorney in Fact)	03/19/2026
	** 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)

FAQ

What insider transaction did a Fairholme-related holder report in ST JOE Co (JOE)?

An entity associated with Fairholme Funds Inc. reported an open-market sale of ST JOE Co common stock. The Fairholme Fund sold 21,100 shares and continues to hold a much larger remaining position, keeping it a significant shareholder in the company after the transaction.

How many ST JOE Co (JOE) shares were sold and at what price?

The Fairholme Fund sold 21,100 ST JOE Co common shares at an average price of $72.22 per share. This was an open-market sale and represents only a small portion of the fund’s remaining 16,073,624-share position disclosed in the same filing.

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

After the reported transaction, The Fairholme Fund holds 16,073,624 ST JOE Co common shares. This figure reflects the position following the 21,100-share open-market sale and indicates that the fund remains a large shareholder despite the modest disposition.

What is Bruce R. Berkowitz’s direct ST JOE Co (JOE) shareholding after these transactions?

The filing shows Bruce R. Berkowitz directly owning 606,866 ST JOE Co common shares after the reported transactions. This direct position is separate from the larger stake held by The Fairholme Fund, which is managed by an affiliated investment adviser entity.

How is beneficial ownership of ST JOE Co (JOE) shares characterized for Fairholme and Bruce Berkowitz?

The filing states that securities held by The Fairholme Fund may be deemed beneficially owned by Bruce R. Berkowitz and Fairholme Capital Management. However, they expressly disclaim beneficial ownership except to the extent of any pecuniary interest in those ST JOE Co shares.

Was the ST JOE Co (JOE) insider transaction an open-market sale or another type?

The transaction was classified as an open-market sale of common stock. The Form 4 identifies the code as “S” with a description of “Sale in open market or private transaction,” confirming that the 21,100 ST JOE Co shares were disposed of through a standard sale.