Form 4: Bruce Berkowitz and Fairholme Report August 2025 JOE Sales

Rhea-AI Filing Summary

Bruce R. Berkowitz and Fairholme Funds, Inc. filed a Form 4 reporting sales of St. Joe Company (JOE) common stock in August 2025. On 08/15/2025 they disposed of 26,000 shares at $50.31, leaving 16,564,024 shares reported as beneficially owned. On 08/19/2025 they disposed of 29,000 shares at $50.17, leaving 16,535,024 shares reported as beneficially owned. The filing also shows an additional 606,866 shares reported as directly owned by Mr. Berkowitz. The report explains the Fairholme Fund securities may be deemed beneficially owned by Mr. Berkowitz because of his control relationships, and both Berkowitz and Fairholme disclaim beneficial ownership except to the extent of any pecuniary interest.

Positive

• Timely disclosure of insider transactions for regulatory transparency
• Complete explanatory disclosure clarifying the relationship between Mr. Berkowitz, Fairholme Capital Management and The Fairholme Fund

Negative

• Insider dispositions totaling 55,000 shares (26,000 on 08/15/2025 and 29,000 on 08/19/2025) were reported
• Sale prices around $50.17–$50.31 indicate realized insider sales in the reported period

Insights

Securities Analyst

TL;DR: Insider sales of 55,000 JOE shares were disclosed; substantial beneficial holdings remain, limiting immediate material impact.

The Form 4 documents two open-market dispositions totaling 55,000 shares at average price near $50.24. Reported beneficial ownership levels after the transactions remain large (over 16.5 million shares), indicating these sales represent a small portion of reported holdings. The filing follows standard Section 16 disclosure conventions and includes the required beneficial ownership disclaimers regarding the Fairholme Fund structure.

Corporate Governance Expert

TL;DR: Filing is procedurally complete and includes the customary control/disclaimer language; no governance red flags in the text provided.

The document includes the explanatory note that the Fairholme Fund securities may be deemed beneficially owned by Mr. Berkowitz due to control of the manager and includes a formal disclaimer of beneficial ownership except for any pecuniary interest. Signatures are present and dated 08/19/2025. There is no indication in this filing of any related-party transactions, change in board roles, or other governance actions beyond the reported sales.

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)
08/15/2025

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	08/15/2025		S		26,000	D	$50.31	16,564,024	D(1)
Common Stock	08/19/2025		S		29,000	D	$50.17	16,535,024	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.

	Bruce R. Berkowitz, By: /s/ Erica K. Kapahi (Attorney in Fact)	08/19/2025
	Fairholme Funds, Inc., By: Fairholme Capital Management, L.L.C., Investment Manager, Bruce R. Berkowitz, By: /s/ Erica K. Kapahi (Attorney in Fact)	08/19/2025
	** 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 insider transactions did Bruce R. Berkowitz report for JOE?

The Form 4 reports dispositions of 26,000 JOE shares on 08/15/2025 at $50.31 and 29,000 shares on 08/19/2025 at $50.17.

How many JOE shares does the filing show beneficially owned after the sales?

The filing shows 16,564,024 shares after the 08/15/2025 sale and 16,535,024 shares after the 08/19/2025 sale.

Does Bruce R. Berkowitz directly own any JOE shares according to the filing?

Yes, the filing shows an additional 606,866 shares reported as directly owned by Mr. Berkowitz.

Why might the Fairholme Fund securities be reported under Mr. Berkowitz?

The filing states the Fairholme Fund securities may be deemed beneficially owned by Mr. Berkowitz because he controls the sole member of Fairholme Capital Management, the investment manager to the Fairholme Fund, and includes a disclaimer of ownership except to any pecuniary interest.

When was the Form 4 signed?

Signatures in the filing are dated 08/19/2025.