Berkowitz and Fairholme (JOE) reaffirm over 30% stake in St. Joe

Rhea-AI Filing Summary

Fairholme Capital Management and Bruce R. Berkowitz filed Amendment No. 36 to update their large ownership stake in The St. Joe Company. As of this filing, Fairholme may be deemed to beneficially own 16,894,600 shares, or 29.4% of St. Joe’s common stock, and The Fairholme Fund may be deemed to beneficially own 15,695,824 shares, or 27.3%.

Bruce R. Berkowitz may be deemed to beneficially own 18,804,567 shares, representing 32.8% of the company’s common stock, based on 57,409,746 shares outstanding as of April 27, 2026. The filing notes sole and shared voting and dispositive powers and states that transactions in the past 60 days were open-market trades listed in an exhibit.

Insights

Equity ownership & governance analyst

Amendment confirms Fairholme’s continued controlling-scale stake in St. Joe.

The filing shows Bruce R. Berkowitz may be deemed to beneficially own 18,804,567 St. Joe shares, or 32.8%, with Fairholme-related entities collectively holding a substantial block. This reinforces their role as a major shareholder with significant influence potential.

The amendment emphasizes detailed voting and dispositive power splits between Fairholme, the Fund, and Berkowitz, and references open-market transactions in the last 60 days. With no new stated plans or purposes, it primarily refreshes ownership data based on 57,409,746 shares outstanding as of April 27, 2026.

Key Figures

Berkowitz beneficial ownership: 18,804,567 shares (32.8%) Fairholme Capital beneficial ownership: 16,894,600 shares (29.4%) Fairholme Fund beneficial ownership: 15,695,824 shares (27.3%) +3 more

6 metrics

Berkowitz beneficial ownership 18,804,567 shares (32.8%) St. Joe common stock based on 57,409,746 shares outstanding as of April 27, 2026

Fairholme Capital beneficial ownership 16,894,600 shares (29.4%) St. Joe common stock as reported in Schedule 13D/A

Fairholme Fund beneficial ownership 15,695,824 shares (27.3%) St. Joe common stock as of share count date April 27, 2026

Shares outstanding 57,409,746 shares St. Joe common stock outstanding as of April 27, 2026 per Form 10-Q

Berkowitz sole voting power 1,909,967 shares Sole voting and dispositive power in St. Joe common stock

Shared voting power (Fund and Fairholme) 15,695,824 shares Shared voting power over St. Joe shares among Reporting Persons

Key Terms

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

6 terms

beneficial owner financial

"As of the date hereof, Fairholme may be deemed to be the beneficial owner of 16,894,600 Shares"

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.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

dispositive power financial

"Fairholme has the shared power to dispose or direct the disposition of 16,894,600 Shares"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

voting power financial

"Fairholme has the shared power to vote or direct the vote of 15,695,824 Shares"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

pecuniary interest financial

"The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein."

open-market transaction financial

"The transactions effected in the Shares during the past 60 days are set forth in Exhibit B and 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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 36)

The St. Joe Company

(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)

05/06/2026

(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 15,695,824.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,894,600.00

11

Aggregate amount beneficially owned by each reporting person

16,894,600.00

12

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

13

Percent of class represented by amount in Row (11)

29.4 %

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 15,695,824.00
9	Sole Dispositive Power 1,909,967.00
10	Shared Dispositive Power 16,894,600.00

11

Aggregate amount beneficially owned by each reporting person

18,804,567.00

12

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

13

Percent of class represented by amount in Row (11)

32.8 %

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 15,695,824.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,695,824.00

11

Aggregate amount beneficially owned by each reporting person

15,695,824.00

12

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

13

Percent of class represented by amount in Row (11)

27.3 %

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: The St. Joe Company
(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)	None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(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 16,894,600 Shares (29.4%) of the Issuer, the Fund may be deemed to be the beneficial owner of 15,695,824 Shares (27.3%) of the Issuer and Mr. Berkowitz may be deemed to be the beneficial owner of 18,804,567 Shares (32.8%) 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 15,695,824 Shares, the Fund has the shared power to vote or direct the vote of 15,695,824 Shares and Mr. Berkowitz has the shared power to vote or direct the vote of 15,695,824 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 16,894,600 Shares, the Fund has the shared power to dispose or direct the disposition of 15,695,824 Shares and Mr. Berkowitz has the shared power to dispose or direct the disposition of 16,894,600 Shares to which this filing relates. The transactions effected in the Shares during the past 60 days 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 during the 60 days prior to the date of this 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:	05/07/2026

Bruce R. Berkowitz

Signature:	/s/ Erica K. Kapahi
Name/Title:	Erica K. Kapahi, (Attorney-in-fact)
Date:	05/07/2026

Fairholme Funds, Inc.

Signature:	/s/ Erica K. Kapahi
Name/Title:	Erica K. Kapahi, Chief Compliance Officer of Fairholme Capital Management, L.L.C.
Date:	05/07/2026

FAQ

How much of The St. Joe Company (JOE) does Bruce R. Berkowitz currently beneficially own?

Bruce R. Berkowitz may be deemed to beneficially own 18,804,567 shares of The St. Joe Company, representing 32.8% of the common stock. This percentage is based on 57,409,746 shares outstanding as of April 27, 2026, per the issuer’s Form 10-Q.

What stake in The St. Joe Company (JOE) does Fairholme Capital Management report?

Fairholme Capital Management may be deemed to beneficially own 16,894,600 St. Joe shares, equal to 29.4% of the common stock. These figures are calculated using 57,409,746 shares outstanding as of April 27, 2026, as disclosed in the company’s Form 10-Q.

What is The Fairholme Fund’s ownership percentage in The St. Joe Company (JOE)?

The Fairholme Fund may be deemed to beneficially own 15,695,824 shares of The St. Joe Company, representing 27.3% of the common stock. This percentage is derived from 57,409,746 shares outstanding as of April 27, 2026, according to the issuer’s Form 10-Q.

Does this Schedule 13D/A change Fairholme’s stated purpose regarding its JOE investment?

The filing states there are no material changes from the prior amendment filed on October 23, 2024, regarding the purpose of the transaction. It mainly updates ownership figures and related voting and dispositive powers rather than introducing new strategic intentions.

How were recent Fairholme-related transactions in St. Joe (JOE) shares executed?

The filing explains that transactions in St. Joe shares during the last 60 days were open-market transactions. A detailed description of each trade, including dates and amounts, is provided in Exhibit B, which accompanies the Schedule 13D/A amendment for reference.

What share count for The St. Joe Company (JOE) is used to calculate Fairholme’s ownership percentages?

Ownership percentages are calculated using 57,409,746 St. Joe common shares outstanding as of April 27, 2026. This outstanding share figure comes from the company’s Form 10-Q filed on April 29, 2026, and serves as the denominator for all reported ownership percentages.