Form 4: Insider Sells $17.9M in ST JOE Co Shares

Bruce R. Berkowitz, a Director and 10% owner of ST JOE Co, reported the sale of over 350,000 shares of common stock through Fairholme Fund.

Summary

• Bruce R. Berkowitz, a Director and 10% owner of ST JOE Co (JOE), reported the sale of 350,600 shares of common stock.
• The sales occurred over three days: August 12, 2025, August 13, 2025, and August 14, 2025.
• Shares were sold at prices ranging from $50.57 to $51.44 per share.
• The transactions were executed through The Fairholme Fund, a series of Fairholme Funds, Inc., for which Fairholme Capital Management, LLC serves as investment manager.
• Following these transactions, the Fairholme Fund beneficially owns 16,590,024 shares of ST JOE Co common stock.
• Mr. Berkowitz also directly owns 606,866 shares, separate from the Fairholme Fund holdings.

Sentiment

Score: 3

Explanation: The sale of a substantial number of shares by a director and 10% owner, Bruce R. Berkowitz, through Fairholme Fund, indicates a negative sentiment from a key insider regarding the company's future prospects or current valuation.

Negatives

• A Director and 10% owner, Bruce R. Berkowitz, through Fairholme Fund, sold a significant block of 350,600 shares of common stock.
• The total value of shares sold exceeded $17.88 million.
• Significant insider selling can be interpreted as a lack of confidence in the company's future prospects by a key stakeholder.

Future Outlook

NA

Management Comments

• 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.

Industry Context

This filing reflects an insider transaction, which is specific to the company and its management/major shareholders, rather much broader industry trends.

Corporate Governance

Related Party Transactions

• Sale of common stock by Bruce R. Berkowitz, a Director and 10% owner, through Fairholme Fund, which he controls.

Stakeholder Impact

• Shareholders: The sale by a significant insider could be perceived negatively, potentially leading to a decrease in investor confidence and share price.

Key Dates

Recommendation

The substantial sale of over $17.88 million worth of shares by Bruce R. Berkowitz, a Director and 10% owner, through Fairholme Fund, signals a significant lack of confidence from a key insider. Such large-scale insider selling often precedes periods of underperformance or indicates that the insider believes the stock is overvalued. This action suggests a bearish outlook from a highly informed party, warranting a sell recommendation for investors.

Keywords

ST JOE Co, JOE, Bruce R. Berkowitz, Fairholme Fund, insider trading, Form 4, beneficial ownership, stock sale, director, 10% owner, SEC filing