Bruce Berkowitz and Fairholme Funds Disclose JOE Stock Dispositions

Rhea-AI Filing Summary

Form 4 filings from Bruce R. Berkowitz and Fairholme Funds, Inc. report insider dispositions in St Joe Co (JOE). On 08/28/2025 the report shows a sale of 25,300 shares of common stock at $51.00 per share and a separate disposition of 606,866 shares. Following the reported transactions, the Form lists 16,428,724 shares beneficially owned in the line associated with the Fairholme Fund and indicates the 606,866 shares are directly owned by Mr. Berkowitz.

The filing notes Mr. Berkowitz and Fairholme disclaim beneficial ownership except to the extent of any pecuniary interest and documents signatures dated 09/02/2025. The reporters are identified as a director and a 10% owner of the issuer.

Positive

• Timely, explicit disclosure of insider transactions with signed Form 4s dated 09/02/2025
• Clear distinction between holdings held by the Fairholme Fund (indirect) and shares directly owned by Mr. Berkowitz

Negative

• Insider dispositions of 25,300 shares at $51.00 and a separate disposition of 606,866 shares were reported, indicating insider sales
• No context in the filing about the reason for the dispositions (e.g., planned sales, personal liquidity), beyond the standard disclaimers

Insights

Financial Analyst

TL;DR: Insider reported sizeable stock sales but retained substantial holdings; disclosure is timely.

The Form 4 documents two dispositions on 08/28/2025 totaling 632,166 shares across lines, including a sale at $51.00 per share for 25,300 shares and a separate 606,866-share disposition. The filings clarify ownership through the Fairholme Fund and direct ownership by Mr. Berkowitz. From an analyst perspective, the data is factual and allows tracking of insider liquidity while confirming continued substantial ownership positions recorded on the form.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements; ownership disclaimers are explicitly stated.

The report clearly marks the reporting persons as a director and a 10% owner and includes the customary disclaimer that Mr. Berkowitz and Fairholme disclaim beneficial ownership except for any pecuniary interest. Signatures are provided with dates, supporting compliance with filing formalities. The separate reporting by Fairholme Funds, Inc. and Mr. Berkowitz distinguishes indirect and direct holdings, aiding transparency for shareholders and regulators.

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
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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)
08/28/2025

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	08/28/2025		S		25,300	D	$51	16,428,724	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.

	Bruce R. Berkowitz, By: /s/ Erica K. Kapahi (Attorney in Fact)	09/02/2025
	Fairholme Funds, Inc., By: Fairholme Capital Management, L.L.C., Investment Manager, Bruce R. Berkowitz, By: /s/ Erica K. Kapahi (Attorney in Fact)	09/02/2025
	** 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.

FAQ

What transactions did Bruce R. Berkowitz report for JOE on this Form 4?

The filing reports a sale of 25,300 shares at $51.00 on 08/28/2025 and a separate disposition of 606,866 shares on 08/28/2025.

How many JOE shares are shown as beneficially owned after the reported transactions?

The Form lists 16,428,724 shares in the line associated with the Fairholme Fund; the 606,866 shares are reported as directly owned by Mr. Berkowitz.

Who filed the Form 4 for JOE and what relationships to the issuer are disclosed?

The reporters are Bruce R. Berkowitz and Fairholme Funds, Inc.; both are identified as a Director and a 10% owner of the issuer.

When were the Form 4 signatures dated?

The signatures for the filing are dated 09/02/2025.

Does the filing claim direct beneficial ownership by Mr. Berkowitz for all reported shares?

No. The filing explains some securities are held by the Fairholme Fund and may be deemed beneficially owned by Mr. Berkowitz, while the 606,866 shares are directly owned by him; the filing includes a disclaimer limiting claimed beneficial ownership.