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Form 4: Berkowitz/Fairholme Sells 81,000 JOE; 16.45M Shares Remain

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Bruce R. Berkowitz and Fairholme Funds Inc. filed a Form 4 reporting insider transactions in St. Joe Co (JOE). On 08/22/2025 a sale of 81,000 shares of common stock was executed at a price of $50.46 per share. Following the reported transaction, the filing lists 16,454,024 shares beneficially owned. The filing explains that certain securities were held by The Fairholme Fund and may be deemed beneficially owned by Mr. Berkowitz because of his control relationship; it also states some securities are directly owned by Mr. Berkowitz. Mr. Berkowitz is identified as a director and a 10% owner. The document includes a power of attorney authorizing Erica K. Kapahi to sign regulatory filings on behalf of the reporting parties.

Positive

  • None.

Negative

  • None.

Insights

TL;DR Insider sold 81,000 JOE shares at $50.46; large residual ownership reported, with manager attribution explained.

The Form 4 discloses a discrete, non-derivative sale of 81,000 common shares on 08/22/2025 at $50.46. The report records 16,454,024 shares beneficially owned after the sale and notes that some holdings are held by The Fairholme Fund, which could be attributed to Mr. Berkowitz due to his control of the investment manager. The filing is procedural and compliant, including a power of attorney for filing execution. No derivatives, option grants, or additional transactions are reported in Table II.

TL;DR Filing clarifies ownership attribution and delegates filing authority; sale disclosed but no governance changes reported.

The disclosure cleanly separates securities held by a fund from those directly owned by Mr. Berkowitz and includes the required explanatory language disclaiming admissions of beneficial ownership beyond pecuniary interest. The appointment of an attorney-in-fact for regulatory filings is documented and signed. There are no indications of director-level changes or governance actions within this Form 4.

Insider BERKOWITZ BRUCE R, FAIRHOLME FUNDS INC
Role 10% Owner | 10% Owner
Sold 81,000 shs ($4.09M)
Type Security Shares Price Value
Sale Common Stock 81,000 $50.46 $4.09M
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 16,454,024 shares (Direct)
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.
Form 4 Insider Transactions: What Each Field Means →
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 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)
08/22/2025
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 08/22/2025 S 81,000 D $50.46 16,454,024 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) 08/26/2025
Fairholme Funds, Inc., By: Fairholme Capital Management, L.L.C., Investment Manager, Bruce R. Berkowitz, By: /s/ Erica K. Kapahi (Attorney in Fact) 08/26/2025
** 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.

Source: View Original Filing on SEC EDGAR