Fairholme updates 31.7% stake in St. Joe Co

Accepted by SEC EDGAR 06/23/2026 - 05:04 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Fairholme Capital Management, The Fairholme Fund, and Bruce R. Berkowitz update their Schedule 13D on The St. Joe Company. As of this amendment, Fairholme reports beneficial ownership of 16,272,400 shares (28.3%) of St. Joe common stock, the Fairholme Fund reports 15,073,624 shares (26.3%), and Berkowitz reports 18,182,367 shares (31.7%). These percentages are based on 57,409,746 shares outstanding as of April 27, 2026, as disclosed in St. Joe’s Form 10‑Q. The filing details their sole and shared voting and dispositive powers and notes that recent trades in the shares were open‑market transactions listed in an exhibit. The reporting persons state there are no material changes to the purpose of the transaction, funding sources, or contractual arrangements compared with prior amendments and expressly disclaim beneficial ownership beyond their pecuniary interest.

Key Figures

Berkowitz beneficial ownership: 18,182,367 shares (31.7%) Fairholme Capital beneficial ownership: 16,272,400 shares (28.3%) Fairholme Fund beneficial ownership: 15,073,624 shares (26.3%) +2 more

5 metrics

Berkowitz beneficial ownership 18,182,367 shares (31.7%) St. Joe common stock as of April 27, 2026 baseline

Fairholme Capital beneficial ownership 16,272,400 shares (28.3%) St. Joe common stock as of April 27, 2026 baseline

Fairholme Fund beneficial ownership 15,073,624 shares (26.3%) St. Joe common stock as of April 27, 2026 baseline

Shares outstanding 57,409,746 shares St. Joe common stock outstanding as of April 27, 2026

Amendment number Amendment No. 37 Schedule 13D/A on St. Joe common stock

Key Terms

Schedule 13D/A, beneficial owner, shared voting power, shared dispositive power, +2 more

6 terms

Schedule 13D/A regulatory

"The transactions effected in the Shares since the last 13D/A filing are set forth in Exhibit B"

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

beneficial owner financial

"Fairholme may be deemed to be the beneficial owner of 16,272,400 Shares (28.3%) of the Issuer"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared voting power financial

"Fairholme has the shared power to vote or direct the vote of 15,073,624 Shares"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Fairholme has the shared power to dispose or direct the disposition of 16,272,400 Shares"

open-market transaction financial

"each transaction was an open-market transaction"

An open-market transaction is a buy or sell of a company's shares or other securities conducted on a public exchange at the current market price, rather than through a private agreement. Investors watch these trades because they change the number of shares available and can move the price immediately—similar to how a large purchase at a busy store can raise demand and affect the checkout price—so such activity can signal market sentiment and alter ownership stakes.

Joint Filing Statement regulatory

"Exhibit A - Joint Filing Statement"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake in St. Joe (JOE) does Bruce R. Berkowitz report in this Schedule 13D/A?

Berkowitz reports beneficial ownership of 18,182,367 St. Joe shares, or 31.7% of the company. This figure includes both his direct holdings and shares over which he has shared voting or dispositive power, based on 57,409,746 shares outstanding.

How many St. Joe (JOE) shares does Fairholme Capital Management report owning and what is the percentage?

Fairholme Capital Management reports beneficial ownership of 16,272,400 St. Joe shares, representing 28.3% of the company. These holdings combine positions over which Fairholme has shared voting and dispositive power, as outlined in the Schedule 13D/A cover page.

What stake in St. Joe (JOE) does The Fairholme Fund report in this amendment?

The Fairholme Fund reports beneficial ownership of 15,073,624 St. Joe shares, equal to 26.3% of the outstanding stock. The fund has shared voting and dispositive power over these shares, with no sole voting or dispositive authority reported in this filing.

What total share count and percentage are used to calculate these St. Joe (JOE) ownership stakes?

The ownership percentages are calculated using 57,409,746 St. Joe common shares outstanding as of April 27, 2026. That outstanding figure comes from the company’s Form 10‑Q filed on April 29, 2026, and serves as the baseline for percentage calculations.

Are there any changes to the purpose of the St. Joe (JOE) investment in this Schedule 13D/A?

The filing states there are no material changes to the purpose of the transaction from the amendment filed on October 23, 2024. Existing intentions and plans regarding the St. Joe investment remain as previously disclosed in that earlier amendment.

What type of transactions in St. Joe (JOE) shares are referenced in this 13D/A amendment?

The amendment notes that transactions in St. Joe shares since the last Schedule 13D/A were open‑market transactions. A detailed description of each trade is provided in Exhibit B, which lists the specific transaction data for the reporting persons.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 37)

ST JOE Co

(Name of Issuer)

Common Stock

(Title of Class of Securities)

790148100

(CUSIP Number)

Bruce R. Berkowitz
c/o Fairholme Capital Management, L.L.C., 5966 South Dixie Highway, Suite 300
South Miami, FL, 33143
(305) 358-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/18/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 790148100

1

Name of reporting person

Fairholme Capital Management, L.L.C.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 15,073,624.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,272,400.00

11

Aggregate amount beneficially owned by each reporting person

16,272,400.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

28.3 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 790148100

1

Name of reporting person

Bruce R. Berkowitz

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,909,967.00
8	Shared Voting Power 15,073,624.00
9	Sole Dispositive Power 1,909,967.00
10	Shared Dispositive Power 16,272,400.00

11

Aggregate amount beneficially owned by each reporting person

18,182,367.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.7 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP Number(s): 790148100

1

Name of reporting person

Fairholme Funds, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 15,073,624.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,073,624.00

11

Aggregate amount beneficially owned by each reporting person

15,073,624.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.3 %

14

Type of Reporting Person (See Instructions)

IV

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: ST JOE Co
(c)	Address of Issuer's Principal Executive Offices: 130 Richard Jackson Blvd, Suite 200, Panama City Beach, FLORIDA , 32407.
Item 1 Comment: The name of the issuer is The St. Joe Company (the "Issuer"). The address of the Issuer's offices is 130 Richard Jackson Boulevard, Suite 200, Panama City Beach, Florida 32407. This Schedule 13D relates to the Issuer's Common Stock (the "Shares").
Item 2.	Identity and Background
(a)	(a-c, f) This Schedule 13D is being filed jointly by Fairholme Capital Management, L.L.C., a Delaware limited liability company ("Fairholme"), The Fairholme Fund, a series of Fairholme Funds, Inc., a Maryland investment company (the "Fund") and Bruce R. Berkowitz, a United States citizen (collectively with Fairholme and the Fund, the "Reporting Persons"). The principal business address of the Reporting Persons is 5966 South Dixie Highway, Suite 300 South Miami, FL 33143. Bruce R. Berkowitz is the chief investment officer of Fairholme, an investment management firm that serves as the investment adviser to the Fund and other advisory accounts.
(d)	(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
Item 3.	Source and Amount of Funds or Other Consideration
	No material changes from the Schedule 13D filed by the Reporting Persons on October 14, 2010.
Item 4.	Purpose of Transaction
	No material changes from the Schedule 13D amendment filed by the Reporting Persons on October 23, 2024.
Item 5.	Interest in Securities of the Issuer
(a)	(a-e) As of the date hereof, Fairholme may be deemed to be the beneficial owner of 16,272,400 Shares (28.3%) of the Issuer, the Fund may be deemed to be the beneficial owner of 15,073,624 Shares (26.3%) of the Issuer and Mr. Berkowitz may be deemed to be the beneficial owner of 18,182,367 Shares (31.7%) of the Issuer, based upon the 57,409,746 Shares outstanding as of April 27, 2026, according to the Form 10-Q filed by the Issuer on April 29, 2026. Fairholme has the sole power to vote or direct the vote of 0 Shares, the Fund has the sole power to vote or direct the vote of 0 Shares and Bruce R. Berkowitz has the sole power to vote or direct the vote of 1,909,967 Shares to which this filing relates. Fairholme has the shared power to vote or direct the vote of 15,073,624 Shares, the Fund has the shared power to vote or direct the vote of 15,073,624 Shares and Mr. Berkowitz has the shared power to vote or direct the vote of 15,073,624 Shares to which this filing relates. Fairholme has the sole power to dispose or direct the disposition of 0 Shares, the Fund has the sole power to dispose or direct the disposition of 0 Shares and Mr. Berkowitz has the sole power to dispose or direct the disposition of 1,909,967 Shares to which this filing relates. Fairholme has the shared power to dispose or direct the disposition of 16,272,400 Shares, the Fund has the shared power to dispose or direct the disposition of 15,073,624 Shares and Mr. Berkowitz has the shared power to dispose or direct the disposition of 16,272,400 Shares to which this filing relates. The transactions effected in the Shares since the last 13D/A filing are set forth in Exhibit B and each transaction was an open-market transaction. The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	No material changes from the Schedule 13D filed by the Reporting Persons on April 26, 2017.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A - Joint Filing Statement Exhibit B - A description of the transactions in the Shares that were effected by the Reporting Persons since the last 13D/A filing.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Fairholme Capital Management, L.L.C.

Signature:	/s/ Erica K. Kapahi
Name/Title:	Erica K. Kapahi, Chief Compliance Officer
Date:	06/23/2026

Bruce R. Berkowitz

Signature:	/s/ Erica K. Kapahi
Name/Title:	Erica K. Kapahi, (Attorney-in-fact)
Date:	06/23/2026

Fairholme Funds, Inc.

Signature:	/s/ Erica K. Kapahi
Name/Title:	Erica K. Kapahi, Chief Compliance Officer of Fairholme Capital Management, L.L.C.
Date:	06/23/2026