St Joe (NYSE: JOE) CFO uses company shares to cover tax withholding

Rhea-AI Filing Summary

ST JOE Co executive Marek Bakun reported share dispositions to cover taxes tied to equity compensation. On February 20, the EVP & Chief Financial Officer had 445 shares of common stock valued at $71.52 per share withheld. On February 23, an additional 398 shares valued at $69.33 per share were withheld.

According to the footnote, these shares were retained by the company to pay taxes due upon vesting of previously granted restricted stock, rather than sold in open-market trades. After these tax-withholding dispositions, Bakun directly holds 21,518 common shares.

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^*

Bakun Marek

(Last) (First) (Middle)

130 RICHARD JACKSON BOULEVARD

SUITE 200

(Street)

PANAMA CITY BEACH FL 32407

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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

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

X	Form filed by One Reporting Person
	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	02/20/2026		F		445(1)	D	$71.52	21,916	D
Common Stock	02/23/2026		F		398(1)	D	$69.33	21,518	D

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

Explanation of Responses:

1. Represents shares withheld by the Company to pay taxes due following the vesting of previously granted shares of Restricted Stock.

	/s/ Marek Bakun	02/24/2026
	** 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).
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FAQ

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

ST JOE Co reported that EVP & CFO Marek Bakun had company shares withheld twice to cover tax obligations from vesting restricted stock, disposing of 445 shares on February 20 and 398 shares on February 23, while retaining 21,518 common shares afterward.

Were the ST JOE Co (JOE) insider transactions open-market sales?

The transactions were not open-market sales. The filing states the shares were withheld by ST JOE Co to pay taxes due after vesting of restricted stock, a tax-withholding disposition rather than discretionary selling in the market by EVP & CFO Marek Bakun.

How many ST JOE Co (JOE) shares were used for Bakun’s tax withholding?

A total of 843 ST JOE Co common shares were used for tax withholding. The company withheld 445 shares at $71.52 per share on February 20 and 398 shares at $69.33 per share on February 23 to satisfy restricted stock tax liabilities.

How many ST JOE Co (JOE) shares does Marek Bakun hold after these transactions?

After the reported tax-withholding dispositions, EVP & CFO Marek Bakun directly holds 21,518 shares of ST JOE Co common stock. This figure reflects his position following the February 23 transaction where 398 shares were withheld by the company for taxes.

What does transaction code F mean in the ST JOE Co (JOE) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, ST JOE Co withheld common shares from Marek Bakun’s vested restricted stock awards to cover his tax obligations, rather than him selling shares in the open market.