Berkowitz and Fairholme Report 30%+ Stake in The St. Joe Company (JOE)

Rhea-AI Filing Summary

The filing is a Schedule 13D/A reporting that Fairholme Capital Management, L.L.C., The Fairholme Fund (a series of Fairholme Funds, Inc.) and Bruce R. Berkowitz are joint reporting persons regarding The St. Joe Company common stock (ticker JOE). Based on 57,908,215 shares outstanding, the filing reports Fairholme's beneficial ownership of 17,782,300 shares (30.7%), the Fund's beneficial ownership of 16,428,724 shares (28.4%), and Mr. Berkowitz's beneficial ownership of 19,692,267 shares (34.0%). Mr. Berkowitz has 1,909,967 shares of sole voting and dispositive power; the reporting persons also report shared voting and dispositive powers on larger holdings. The filing states recent transactions in the prior 60 days were open-market trades and references exhibits including a transaction schedule.

Positive

• Material ownership disclosed: Bruce R. Berkowitz beneficially owns 19,692,267 shares (34.0%) and affiliated entities report holdings of 17,782,300 (30.7%) and 16,428,724 (28.4%).
• Transparency on voting/dispositive powers: Filing specifies sole and shared voting and dispositive powers, including Mr. Berkowitz's 1,909,967 shares of sole power.
• Recent transactions documented: The filing states the prior 60-day transactions were open-market trades and are described in Exhibit B.

Negative

• None.

Insights

Financial Analyst

TL;DR: A concentrated, disclosed stake: Berkowitz and affiliated Fairholme report combined ownership above 30%, a material position for JOE.

The Schedule 13D/A documents a substantial ownership position, with Bruce R. Berkowitz individually at 34.0% beneficial ownership and Fairholme-affiliated entities holding between 28.4% and 30.7%. The filing uses the issuer's reported share count of 57,908,215 to calculate percentages and notes that recent transactions were open-market trades during the prior 60 days. From an investor-analysis perspective, a >30% reported stake is material because it can influence corporate decisions, voting outcomes, and strategic direction. The disclosure is consistent with active monitoring and potential engagement but contains no new contract terms or proposals.

Corporate Governance Expert

TL;DR: This amendment shows concentrated ownership and clear delineation of voting/dispositive powers, which is material for board and shareholder dynamics.

The Schedule 13D/A clarifies who holds sole versus shared voting and dispositive authority: Mr. Berkowitz reports 1,909,967 shares of sole voting and dispositive power while larger blocks are shared among the reporting persons. The filing references prior Schedule 13D filings and exhibits for recent open-market transactions, and it expressly disclaims beneficial ownership beyond pecuniary interest. For governance considerations, the disclosed percentages (up to 34.0%) are high enough to affect control contests or influence board composition if the reporting persons choose to act collectively; however, the filing does not state any specific agreements, proposals, or changes to governance.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 35)

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)

08/28/2025

(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).

SCHEDULE 13D

CUSIP No. 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 16,428,724.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,782,300.00

11

Aggregate amount beneficially owned by each reporting person

17,782,300.00

12

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

13

Percent of class represented by amount in Row (11)

30.7 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP No. 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 16,428,724.00
9	Sole Dispositive Power 1,909,967.00
10	Shared Dispositive Power 17,782,300.00

11

Aggregate amount beneficially owned by each reporting person

19,692,267.00

12

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

13

Percent of class represented by amount in Row (11)

34.0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP No. 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 16,428,724.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,428,724.00

11

Aggregate amount beneficially owned by each reporting person

16,428,724.00

12

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

13

Percent of class represented by amount in Row (11)

28.4 %

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 Boulevard, 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 17,782,300 Shares (30.7%) of the Issuer, the Fund may be deemed to be the beneficial owner of 16,428,724 Shares (28.4%) of the Issuer and Mr. Berkowitz may be deemed to be the beneficial owner of 19,692,267 Shares (34.0%) of the Issuer, based upon the 57,908,215 Shares outstanding as of July 21, 2025, according to the Form 10-Q filed by the Issuer on July 23, 2025. 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 16,428,724 Shares, the Fund has the shared power to vote or direct the vote of 16,428,724 Shares and Mr. Berkowitz has the shared power to vote or direct the vote of 16,428,724 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 17,782,300 Shares, the Fund has the shared power to dispose or direct the disposition of 16,428,724 Shares and Mr. Berkowitz has the shared power to dispose or direct the disposition of 17,782,300 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:	09/02/2025

Bruce R. Berkowitz

Signature:	/s/ Erica K. Kapahi
Name/Title:	Erica K. Kapahi, (Attorney-in-fact)
Date:	09/02/2025

Fairholme Funds, Inc.

Signature:	/s/ Erica K. Kapahi
Name/Title:	Erica K. Kapahi, Chief Compliance Officer of Fairholme Capital Management, L.L.C.
Date:	09/02/2025

Comments accompanying signature:

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

FAQ

What percentage of The St. Joe Company (JOE) does Bruce R. Berkowitz beneficially own?

The filing reports Bruce R. Berkowitz beneficially owns 19,692,267 shares, or 34.0% of JOE based on 57,908,215 shares outstanding.

How many shares does Fairholme Capital Management report beneficial ownership of in JOE?

Fairholme Capital Management reports beneficial ownership of 17,782,300 shares (30.7%) of JOE.

Does the filing disclose who has sole voting or dispositive power?

Yes. Mr. Berkowitz has sole voting and dispositive power over 1,909,967 shares; larger holdings are reported as shared voting and dispositive powers among the reporting persons.

Were the recent share purchases open-market transactions?

Yes. The filing states that transactions effected during the prior 60 days were open-market transactions and are described in Exhibit B.

What exhibits are included with this Schedule 13D/A?

The filing lists Exhibit A (Joint Filing Statement) and Exhibit B (description of transactions in the prior 60 days).