Fairholme Fund sells 16,000 St Joe Co (NYSE: JOE) shares

Rhea-AI Filing Summary

The Fairholme Fund, a series of Fairholme Funds, Inc. associated with Bruce R. Berkowitz, reported open-market sales of 16,000 shares of ST JOE Co common stock. The sales occurred over three days at per-share prices of 71.27, 71.01, and 71.51.

The transactions were in securities held by The Fairholme Fund, which may be deemed beneficially owned by Mr. Berkowitz through Fairholme Capital Management, LLC, although both disclaim beneficial ownership beyond any pecuniary interest. After these sales, The Fairholme Fund held 16,135,124 shares, and Mr. Berkowitz was reported as directly owning 606,866 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^*

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)
02/18/2026

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	02/18/2026		S		11,100	D	$71.27	16,140,024	D(1)
Common Stock	02/19/2026		S		3,900	D	$71.01	16,136,124	D(1)
Common Stock	02/20/2026		S		1,000	D	$71.51	16,135,124	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.

Remarks:

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Erica K. Kapahi, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his capacity as the controlling person of the sole member of Fairholme Capital Management, L.L.C., for the sole purpose of signing on his behalf any and all Regulatory Filings under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and any amendments and supplements thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to accomplish the above, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, and may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall continue effective until revoked by me at any time.

	Bruce R. Berkowitz, By: /s/ Erica K. Kapahi (Attorney in Fact)	02/20/2026
	Fairholme Funds, Inc., By: Fairholme Capital Management, L.L.C., Investment Manager, Bruce R. Berkowitz, By: /s/ Erica K. Kapahi (Attorney in Fact)	02/20/2026
	** Signature of Reporting Person	Date
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FAQ

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

Fairholme Fund reported selling 16,000 shares of ST JOE Co common stock in the open market. The sales took place over three days, with individual trades of 11,100, 3,900, and 1,000 shares at prices just above $71 per share.

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

The reported insider sales in ST JOE Co common stock occurred on February 18, 19, and 20, 2026. Across these three trading days, The Fairholme Fund executed open-market transactions totaling 16,000 shares at prices slightly above $71 per share.

At what prices were the ST JOE Co (JOE) shares sold by Fairholme Fund?

The Fairholme Fund’s reported sales of ST JOE Co common stock were executed at $71.27, $71.01, and $71.51 per share. These trades correspond to sales of 11,100 shares, 3,900 shares, and 1,000 shares, respectively, across three consecutive trading days in February 2026.

How many ST JOE Co (JOE) shares did Fairholme Fund hold after the reported sales?

After the reported open-market sales, The Fairholme Fund held 16,135,124 shares of ST JOE Co common stock. This post-transaction figure reflects the position following the aggregate sale of 16,000 shares across the three February 2026 trading days disclosed.

What ST JOE Co (JOE) holdings are reported as directly owned by Bruce R. Berkowitz?

The filing reports a separate position of 606,866 ST JOE Co common shares directly owned by Bruce R. Berkowitz. This figure is disclosed alongside The Fairholme Fund’s larger position, and both Mr. Berkowitz and Fairholme disclaim beneficial ownership beyond any pecuniary interest.

Who is attributed with the ST JOE Co (JOE) share sales in the Form 4 filing?

The sales are attributed to The Fairholme Fund, a series of Fairholme Funds, Inc., which held the ST JOE Co shares. Mr. Bruce R. Berkowitz is associated through control of Fairholme Capital Management, LLC, but he and Fairholme disclaim beneficial ownership beyond any pecuniary interest.