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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




SCHEDULE 13D/A 0000919574-24-004170 0001056831 XXXXXXXX LIVE 35 Common Stock 08/28/2025 false 0000745308 790148100 The St. Joe Company 130 Richard Jackson Boulevard Suite 200 Panama City Beach FL 32407 Bruce R. Berkowitz (305) 358-3000 c/o Fairholme Capital Management, L.L.C. 5966 South Dixie Highway, Suite 300 South Miami FL 33143 0001056831 N Fairholme Capital Management, L.L.C. b AF N DE 0.00 16428724.00 0.00 17782300.00 17782300.00 N 30.7 IA 0001214344 N Bruce R. Berkowitz b AF N X1 1909967.00 16428724.00 1909967.00 17782300.00 19692267.00 N 34.0 IN HC 0001096344 N Fairholme Funds, Inc. b WC N MD 0.00 16428724.00 0.00 16428724.00 16428724.00 N 28.4 IV Common Stock The St. Joe Company 130 Richard Jackson Boulevard Suite 200 Panama City Beach FL 32407 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"). (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. No material changes from the Schedule 13D filed by the Reporting Persons on October 14, 2010. No material changes from the Schedule 13D amendment filed by the Reporting Persons on October 23, 2024. (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. No material changes from the Schedule 13D filed by the Reporting Persons on April 26, 2017. 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. Fairholme Capital Management, L.L.C. /s/ Erica K. Kapahi Erica K. Kapahi, Chief Compliance Officer 09/02/2025 Bruce R. Berkowitz /s/ Erica K. Kapahi Erica K. Kapahi, (Attorney-in-fact) 09/02/2025 Fairholme Funds, Inc. /s/ Erica K. Kapahi Erica K. Kapahi, Chief Compliance Officer of Fairholme Capital Management, L.L.C. 09/02/2025 Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).