ST JOE Co (JOE) SVP Rhea Goff reports tax-withholding share disposals

Rhea-AI Filing Summary

ST JOE Co director and SVP & Chief Admin. Officer Rhea Goff reported two tax-related share dispositions under the company’s equity plan. On February 23, 2026, 305 common shares at $69.33 per share were withheld by the company to cover taxes on vesting restricted stock, leaving 9,205 shares held directly.

On February 20, 2026, an additional 277 common shares at $71.52 per share were similarly withheld for tax obligations after vesting, leaving 9,510 shares directly owned at that time. These Form 4 entries reflect tax-withholding dispositions, not open-market purchases or sales.

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^*

GOFF RHEA

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Chief Admin. 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		277(1)	D	$71.52	9,510	D
Common Stock	02/23/2026		F		305(1)	D	$69.33	9,205	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/ Rhea Goff	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

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

Rhea Goff reported two tax-related share dispositions. On February 20 and 23, 2026, ST JOE Co withheld 277 and 305 common shares, respectively, to satisfy tax liabilities upon vesting of restricted stock awards, as disclosed in the Form 4 filing.

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

No, the transactions were not open-market sales. The Form 4 shows code F events, where ST JOE Co withheld shares from Rhea Goff to pay taxes owed on vesting restricted stock, according to the footnote, rather than discretionary selling in the market.

How many ST JOE Co (JOE) shares were withheld for Rhea Goff’s taxes?

The company withheld 305 common shares on February 23, 2026, at $69.33 per share, and 277 common shares on February 20, 2026, at $71.52 per share, to cover tax liabilities tied to vesting restricted stock grants.

What is Rhea Goff’s ST JOE Co (JOE) share ownership after these transactions?

After the February 23, 2026 tax-withholding disposition, Rhea Goff directly owned 9,205 ST JOE Co common shares. Following the February 20, 2026 withholding event, she directly held 9,510 shares, reflecting changes strictly from shares retained after tax-related withholdings.

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. Here, ST JOE Co withheld vested restricted stock shares from Rhea Goff to pay taxes due, making these tax-withholding dispositions instead of regular buy or sell transactions.