Form 4: Berkowitz Reduces ST JOE Co Stake via 10b5-1 Plan

Bruce R. Berkowitz, a director and 10% owner of ST JOE Co, sold over 70,000 shares of common stock in mid-December 2025 through a pre-arranged 10b5-1 trading plan.

Summary

• Bruce R. Berkowitz, a Director and 10% Owner of ST JOE Co, reported sales of common stock.
• Transactions occurred on December 15, 2025, December 16, 2025, and December 17, 2025.
• A total of 71,900 shares of common stock were disposed of across these three dates.
• The shares were sold at prices ranging from $62.00 to $62.37 per share.
• The sales were made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.
• Following these transactions, Mr. Berkowitz's indirect beneficial ownership through The Fairholme Fund is 16,252,724 shares.
• Mr. Berkowitz also directly owns 606,866 shares of ST JOE Co common stock.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a significant insider reducing their stake, but this is mitigated by the fact that the sales were pre-planned under a 10b5-1 program, which suggests the transactions are not based on new, adverse information.

Positives

• The reported sales were executed under a Rule 10b5-1(c) plan, indicating they were pre-scheduled and not based on new, non-public information, which enhances transparency and reduces the perception of opportunistic insider selling.

Negatives

• A significant insider, who is both a director and a 10% owner, reduced their stake in the company by selling 71,900 shares, which could be interpreted as a negative signal by some investors.

Risks

• Insider selling, even when pre-planned, can sometimes be perceived by the market as a lack of confidence in the company's near-term prospects, potentially leading to negative investor sentiment or downward pressure on the stock price.

Management Comments

• Mr. Berkowitz and Fairholme disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of their pecuniary interest, if any, therein.
• The 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.

Corporate Governance

Stakeholder Impact

• Shareholders may interpret the insider selling as a potential negative signal, although the 10b5-1 plan mitigates concerns about opportunistic selling.

Key Dates

Recommendation

While insider selling by a director and 10% owner can be a negative signal, the fact that these sales were conducted under a pre-arranged 10b5-1 plan suggests they are not based on new, adverse information. Without additional context on the company's fundamentals or strategic direction, this Form 4 alone does not warrant a change from a 'hold' position, as the market impact of such pre-planned sales is often less severe than unplanned insider selling.

Keywords

ST JOE Co, JOE, Bruce R. Berkowitz, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, Fairholme Funds