Fairholme Fund trims ST JOE Co (JOE) stake with 140,400-share sale

Rhea-AI Filing Summary

ST JOE Co reported an insider ownership update showing activity linked to The Fairholme Fund, a series of Fairholme Funds, Inc. The Fairholme Fund sold 140,400 shares of ST JOE common stock at $65.71 per share. After this sale, the fund continued to hold 15,073,624 common shares. A separate holding line shows Bruce R. Berkowitz directly owning 606,866 common shares. Footnotes explain the structure, noting that Berkowitz and Fairholme Capital Management may be deemed beneficial owners through their investment management role but disclaim beneficial ownership except to the extent of any pecuniary interest.

Insider Trade Summary

Net Seller: 140,400 shares ($9,225,684)

Net Sell 2 txns

Insider BERKOWITZ BRUCE R, FAIRHOLME FUNDS INC

Role null | null

Sold 140,400 shs ($9.23M)

Type	Security	Shares	Price	Value
Sale	Common Stock	140,400	$65.71	$9.23M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 15,073,624 shares (Direct, null)

Footnotes (1)

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. The reported securities are directly owned by Mr. Berkowitz.

Key Figures

Shares sold: 140,400 shares Sale price per share: $65.71 per share Fairholme Fund holdings after sale: 15,073,624 shares +1 more

4 metrics

Shares sold 140,400 shares Common Stock sale on 2026-06-18

Sale price per share $65.71 per share Open-market or private transaction

Fairholme Fund holdings after sale 15,073,624 shares Common Stock directly held following transaction

Bruce R. Berkowitz direct holdings 606,866 shares Common Stock directly owned as reported

Key Terms

beneficially owned, pecuniary interest, investment manager, Section 16, +1 more

5 terms

beneficially owned financial

"The securities may be deemed to be beneficially owned by Mr. Bruce R. Berkowitz"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

pecuniary interest financial

"disclaim beneficial ownership ... except to the extent of its pecuniary interest"

investment manager financial

"Fairholme serves as the investment manager to the Fairholme Fund"

Section 16 regulatory

"for purposes of Section 16 of the Securities Exchange Act of 1934"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/23/2026 - 05:09 PM Accepted by SEC EDGAR 06/23/2026 - 05:08 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
06/18/2026

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	06/18/2026		S		140,400	D	$65.71	15,073,624	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)

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.

	Fairholme Funds, Inc., By: Fairholme Capital Management, L.L.C., Investment Manager, Bruce R. Berkowitz, By: /s/ Erica K. Kapahi, (Attorney in Fact)	06/23/2026
	Bruce R. Berkowitz, By: /s/ Erica K. Kapahi, (Attorney in Fact)	06/23/2026
	** 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 activity did ST JOE Co (JOE) report in this Form 4?

ST JOE Co reported that The Fairholme Fund sold 140,400 shares of its common stock at $65.71 per share. After this sale, the fund still held 15,073,624 ST JOE common shares, indicating a large continuing position despite the disposition.

Who actually sold ST JOE Co (JOE) shares in this insider filing?

The sale involved securities held by The Fairholme Fund, a series of Fairholme Funds, Inc. Footnotes state Bruce R. Berkowitz may be deemed a beneficial owner through control relationships, but he and Fairholme disclaim beneficial ownership beyond any pecuniary interest.

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

The filing shows a sale of 140,400 ST JOE common shares at a price of $65.71 per share. This was reported as an open-market or private transaction, coded as a sale under SEC transaction code "S" for the non-derivative security.

What are Bruce R. Berkowitz’s reported ST JOE Co (JOE) holdings after the transactions?

One line reports Bruce R. Berkowitz directly owning 606,866 ST JOE common shares. Separately, The Fairholme Fund is shown holding 15,073,624 common shares after the sale, with footnotes describing potential deemed beneficial ownership and related disclaimers.

Does this ST JOE Co (JOE) Form 4 involve any derivatives or options?

No derivative positions are listed in the transaction details, and the derivative summary is empty. The reported activity concerns only common stock, including a sale of 140,400 shares and a separate direct holding entry, with no option exercises or derivative conversions disclosed.