Form 4: Fairholme Reports Sale of 104,100 St. Joe (JOE) Shares
Rhea-AI Filing Summary
Bruce R. Berkowitz and Fairholme Funds Inc. filed a Form 4 reporting insider transactions in St. Joe Co (JOE). The filing shows a sale of 104,100 shares of common stock on 09/05/2025 at a reported price of $51.08 per share.
The Form discloses beneficial ownership following the reported transaction of 16,324,624 shares (reported as indirect in connection with The Fairholme Fund) and an additional 606,866 shares directly owned. The filing notes that Fairholme Fund securities may be deemed beneficially owned by Mr. Berkowitz because of his control relationship, and both Mr. Berkowitz and Fairholme disclaim beneficial ownership except to the extent of any pecuniary interest.
Positive
- Insider transaction disclosed with specifics: sale of 104,100 JOE shares at $51.08 is clearly reported
- Post-transaction holdings reported: beneficial ownership totals provided (16,324,624 and 606,866 shares)
- Ownership structure clarified: explanation describes indirect ownership via The Fairholme Fund and disclaimer of beneficial ownership
Negative
- None.
Insights
TL;DR Insider sale disclosed: 104,100 JOE shares sold at $51.08; significant residual holdings remain under Fairholme and Berkowitz.
The transaction is a clear disclosure of an insider sale rather than company operational news. The sale of 104,100 shares at $51.08 is explicitly reported and followed by a substantial reported beneficial position of 16,324,624 shares associated with the Fairholme Fund and 606,866 shares directly owned. This filing provides transparency on ownership and change in position but does not include any commentary on rationale or timing beyond the mechanics of the sale. For investors, the filing documents a reduction in shares held by the reporting persons, while also clarifying the structure of indirect ownership via the Fairholme Fund.
TL;DR Form 4 properly discloses a Section 16 transaction and the reporting persons' control/beneficial-ownership relationships.
The filing identifies the reporting persons, their relationship to the issuer (Director and 10% owner), and provides the required signatures and dates. It includes the explanatory footnote clarifying that the Fairholme Fund's holdings may be attributable to Mr. Berkowitz through his control of the investment manager, while explicitly disclaiming beneficial ownership except for any pecuniary interest. The form appears to satisfy disclosure obligations under Section 16 by reporting the sale, quantities, price, and post-transaction holdings.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 104,100 | $51.08 | $5.32M |
| holding | Common Stock | -- | -- | -- |
Footnotes (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.
