Insider Bruce Berkowitz Sells 350,600 JOE Shares; Beneficial Ownership Now 16.59M

Rhea-AI Filing Summary

St. Joe Co (JOE) insider Bruce R. Berkowitz and Fairholme Funds reported multiple open-market sales of common stock over three days in August 2025. The filings show sales of 139,100 shares on 08/12/2025 at $50.57, 167,500 shares on 08/13/2025 at $51.44, and 44,000 shares on 08/14/2025 at $50.72, totaling 350,600 shares sold. After these reported transactions, the filing shows beneficial ownership of 16,590,024 shares. The report identifies the sellers as Bruce R. Berkowitz (a director and 10% owner) and Fairholme Funds, Inc., and includes a disclosure that some securities were held by The Fairholme Fund with a customary disclaimer of beneficial ownership.

Insights

Financial Analyst

TL;DR: Significant director-level sales of 350,600 JOE shares over three days; reduces reported beneficial position to 16.59M shares.

The transactions are explicit open-market dispositions with per-share prices between $50.57 and $51.44. Such concentrated selling by a director/10% owner is material to shareholders because it changes insider stake levels and increases available float. The filing is routine in form and contains the standard manager/fund disclosure and disclaimer. No derivative activity or buys are reported.

Corporate Governance Expert

TL;DR: Governance disclosure is complete; sales are reported and signed, with manager/fund attribution and a pecuniary-interest disclaimer.

The Form 4 meets Section 16 reporting standards: it lists the reporting persons, relationship to the issuer (director and 10% owner), detailed sale dates, quantities and prices, and includes a signed explanation regarding fund ownership and disclaimers. There are no indications of 10b5-1 plan checkboxes marked, nor of derivative transactions. The filing therefore provides transparent, timely disclosure of insider liquidity events.

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

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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)
08/12/2025

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	08/12/2025		S		139,100	D	$50.57	16,801,524	D(1)
Common Stock	08/13/2025		S		167,500	D	$51.44	16,634,024	D(1)
Common Stock	08/14/2025		S		44,000	D	$50.72	16,590,024	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)	08/14/2025
	Fairholme Funds, Inc., By: Fairholme Capital Management, L.L.C., Investment Manager, Bruce R. Berkowitz, By: /s/ Erica K. Kapahi (Attorney in Fact)	08/14/2025
	** 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.
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FAQ

What insider transactions did Bruce R. Berkowitz report for JOE?

The Form 4 reports sales of 139,100 shares on 08/12/2025 at $50.57, 167,500 shares on 08/13/2025 at $51.44, and 44,000 shares on 08/14/2025 at $50.72.

How many JOE shares were sold in total in the Form 4?

A total of 350,600 shares were sold across the three reported transactions.

What is the reported beneficial ownership after these transactions?

The filing shows beneficial ownership of 16,590,024 shares following the reported transactions.

Who else is listed as a reporting person on the Form 4?

Fairholme Funds, Inc. is also listed, with transactions noted as held by The Fairholme Fund and an explanatory disclaimer about beneficial ownership.

Were any derivative transactions or purchases reported?

No derivative transactions or share purchases are reported in this Form 4; Table II contains no entries.