ST JOE Co (NYSE: JOE) legal chief logs tax-withholding share disposals

Rhea-AI Filing Summary

ST JOE Co senior vice president and chief legal officer Elizabeth J. Walters reported two share dispositions related to tax withholding on vested restricted stock. On February 20, 370 common shares were withheld at $71.52 per share, and on February 23, 359 shares were withheld at $69.33 per share. These transactions satisfied tax obligations rather than representing open-market sales, and Walters directly held 16,095 common shares after the latest transaction.

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^*

WALTERS Elizabeth J

(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)
	SVP, Chief Legal Officer & Sec

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		370(1)	D	$71.52	16,454	D
Common Stock	02/23/2026		F		359(1)	D	$69.33	16,095	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/ Elizabeth J. Walters	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 did ST JOE Co (JOE) insider Elizabeth J. Walters report on this Form 4?

Elizabeth J. Walters reported two tax-related share dispositions. The company withheld ST JOE Co common stock to cover taxes due upon vesting of restricted stock, instead of Walters selling shares in the open market.

How many ST JOE Co (JOE) shares were disposed of to cover taxes?

A total of 729 ST JOE Co common shares were disposed of for tax withholding. This included 370 shares on February 20 and 359 shares on February 23, all tied to the vesting of previously granted restricted stock.

At what prices were the ST JOE Co (JOE) tax-withholding shares valued?

The withheld shares were valued at two different prices. On February 20, 370 shares were valued at $71.52 per share, and on February 23, 359 shares were valued at $69.33 per share for tax-withholding purposes.

How many ST JOE Co (JOE) shares does Elizabeth J. Walters hold after these transactions?

After the reported tax-withholding dispositions, Elizabeth J. Walters directly holds 16,095 ST JOE Co common shares. This balance reflects her ownership following the second withholding transaction on February 23, as shown in the Form 4 data.

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

No, these were not open-market sales. The Form 4 identifies the transactions with code “F,” meaning shares were withheld by the company to pay tax liabilities triggered by the vesting of previously granted restricted stock awards.

What role does Elizabeth J. Walters hold at ST JOE Co (JOE)?

Elizabeth J. Walters serves as ST JOE Co’s senior vice president, chief legal officer, and corporate secretary. Her Form 4 filing reflects insider ownership changes arising from tax-withholding on vested restricted stock, not discretionary market trades.