[Form 4] St. Joe Company Insider Trading Activity

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

Financial Analyst

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.

Corporate Governance Expert

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.

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)
09/05/2025

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	09/05/2025		S		104,100	D	$51.08	16,324,624	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)	09/09/2025
	Fairholme Funds, Inc., By: Fairholme Capital Management, L.L.C., Investment Manager, Bruce R. Berkowitz, By: /s/ Erica K. Kapahi (Attorney in Fact)	09/09/2025
	** 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 transaction did Bruce R. Berkowitz report on the Form 4 for JOE?

The Form 4 reports a sale of 104,100 shares of St. Joe Co (JOE) on 09/05/2025 coded as a sale at $51.08 per share.

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

The filing shows 16,324,624 shares associated with The Fairholme Fund (indirect) and 606,866 shares directly owned following the reported transaction.

Who filed the Form 4 and what are their relationships to JOE?

The Form 4 was filed by Bruce R. Berkowitz and Fairholme Funds Inc.; both are identified as a Director and a 10% owner of JOE.

Does the filing explain the connection between Mr. Berkowitz and the Fairholme Fund holdings?

Yes. The filing states the securities held by The Fairholme Fund may be deemed beneficially owned by Mr. Berkowitz because he controls the sole member of Fairholme Capital Management, LLC, which manages the Fairholme Fund, and it includes a disclaimer of beneficial ownership except to any pecuniary interest.

When was the Form 4 signed and filed?

Signatures on the Form 4 are dated 09/09/2025 by the reporting persons' attorney-in-fact.