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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number: 1-10466

The St. Joe Company

(Exact name of registrant as specified in its charter)

Florida		59-0432511
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

130 Richard Jackson Boulevard, Suite 200 Panama City Beach, Florida		32407
(Address of principal executive offices)		(Zip Code)

(850) 231-6400

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Exchange on Which Registered
Common Stock, no par value	JOE	New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☑ NO ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ NO ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☑ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES þ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☑

The aggregate market value of the registrant’s Common Stock held by non-affiliates based on the closing price on June 30, 2025 was approximately $1.8 billion.

As of February 23, 2026, there were 57,547,307 shares of common stock, no par value, issued of which 57,544,391 were outstanding.

Documents Incorporated By Reference

Portions of the Registrant’s definitive proxy statement for its 2026 Annual Meeting of Shareholders, which proxy statement will be filed no later than 120 days after the close of the Registrant’s fiscal year ended December 31, 2025, are hereby incorporated by reference in Part III of this Annual Report on Form 10-K.

Table of Contents

THE ST. JOE COMPANY

INDEX


	Page No.
PART I
Item 1. Business	3
Item 1A. Risk Factors	7
Item 1B. Unresolved Staff Comments	19
Item 1C. Cybersecurity	19
Item 2. Properties	20
Item 3. Legal Proceedings	21
Item 4. Mine Safety Disclosures	21
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	22
Item 6. Reserved	24
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	54
Item 8. Financial Statements and Supplementary Data	54
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	54
Item 9A. Controls and Procedures	54
Item 9B. Other Information	56
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections	56
PART III
Item 10. Directors, Executive Officers and Corporate Governance	57
Item 11. Executive Compensation	57
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	57
Item 13. Certain Relationships and Related Transactions and Director Independence	57
Item 14. Principal Accounting Fees and Services	57
PART IV
Item 15. Exhibits, Financial Statement Schedules	58
SIGNATURES	60

Table of Contents

PART I

Item 1. Business

As used throughout this Annual Report on Form 10-K (“Form 10-K”), the terms “St. Joe,” the “Company,” “we,” “our,” or “us” include The St. Joe Company, its consolidated subsidiaries and consolidated joint ventures unless the context indicates otherwise.

Description

St. Joe was incorporated in the State of Florida in 1936. We are a diversified real estate development, asset management and operating company. As of December 31, 2025, we owned 165,000 acres of land in Northwest Florida, compared to 167,000 acres and 168,000 acres as of December 31, 2024 and 2023, respectively. A portion of our land is within the Bay-Walton Sector Plan (“Sector Plan”) that entitles or gives legal rights for us to originally develop over 170,000 residential dwelling units, over 22 million square feet of retail, commercial and industrial space and over 3,000 hotel rooms on lands within Florida’s Bay and Walton counties. We also have additional entitlements, or legal rights, to develop acreage outside of the Sector Plan. Approximately 87% of our real estate is located in Florida’s Bay, Gulf, and Walton counties. Approximately 90% of our real estate land holdings are located within fifteen miles of the Gulf of America, formerly known as the Gulf of Mexico (the “Gulf”). For additional information regarding our properties, see Item 2. Properties included in this Form 10-K.

Our operations span residential, hospitality, and commercial segments, offering a comprehensive range of real estate activities and lifestyle amenities. In our residential segment, we primarily develop and sell homesites across multiple communities, primarily to homebuilders and on a limited basis to retail customers. Through an unconsolidated joint venture (“JV”) homes are being constructed and sold in the Latitude Margaritaville Watersound community, an approximately 3,700-home active adult residential development. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information. Our hospitality operations include the exclusive Watersound Club, which offers members access to golf courses, a beach club and other recreational amenities. We own, or jointly own, and operate a portfolio of hotels across multiple brands, from luxury boutique properties to branded hotels. Our hospitality segment also includes food and beverage operations, retail outlets, gulf-front vacation rentals, marinas and other entertainment offerings. In our commercial segment we own, or jointly own, develop and lease property for a variety of uses, including multi-family, senior living, self-storage, mixed-use, medical, office, retail, industrial and various other uses. The commercial segment also sells developed and undeveloped land and manages our timber holdings, which includes growing and selling pulpwood, sawtimber and other products. In addition, we operate a real estate brokerage, title insurance agency and insurance agency business. We have investments in unconsolidated JVs that own and operate two hotels, a senior living community, a fuel station and convenience store, a multi-family management business and a golf cart sales and service facility. We continue to expand our portfolio while maintaining our focus on Northwest Florida’s sustained growth and development.

Strategy

St. Joe believes its long-term, owner-oriented capital and management allows us to optimize the value of Northwest Florida real estate by developing residential, hospitality, and commercial projects that meet growing market demand. Our core strategies are to develop long-term, scalable residential communities, grow our hospitality offerings and expand our portfolio of income producing commercial properties. This strategy is designed to provide opportunities to build recurring revenues and enterprise value for the foreseeable future. We may partner with or explore the sale of discrete assets, such as our sale of a senior living community in September 2025, in order to optimize resource allocation and maximize value. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.

Capital is invested to achieve risk-adjusted rates of return and support future business initiatives that create value. New projects are planned for stand-alone profitability and to benefit other enterprise activities. Investments, which include investments in JVs, are funded with cash proceeds from completed projects, existing cash, owned-land, partner capital and financing arrangements. Actual investments may vary from planned capital investments for various reasons. These investments are made with a long-term value creation perspective. We may choose to operate rather than lease

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assets, lease rather than sell assets, or sell improved rather than unimproved land that may delay revenue and profits. We continue to maintain low fixed expenses, low corporate debt and high liquidity for sustainability in all environments.

We may distribute cash in excess of expected operating needs to shareholders through cash dividends and common stock repurchases, as approved by the Board of Directors (the “Board”). Since reinitiating our dividend program in 2020, we have increased our quarterly dividends each year. In 2025, we paid quarterly cash dividends of $0.14 per share on our common stock in each of the first three quarters, and $0.16 per share in the fourth quarter. While we expect to continue to pay quarterly dividends, the declaration and payment of any future dividends will be at the discretion of our Board. In addition, our Board has approved a stock repurchase program (the “Stock Repurchase Program”), pursuant to which we may repurchase our common stock in open market purchases from time to time, in privately negotiated transactions or otherwise, pursuant to Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During 2025 and 2024, we repurchased 798,622 and 70,985 shares of our common stock outstanding for an aggregate repurchase price of $40.0 million and $3.4 million, respectively, excluding the excise tax on stock repurchases in excess of issuances. In February 2025, the Board increased the total authorization under the Stock Repurchase Program to $100.0 million. As of December 31, 2025, we had a total authority of $60.0 million available under the program. See Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities and Note 14. Stockholders’ Equity included in Item 15 of this Form 10-K.

Reportable Segments

St. Joe operations are reported in three segments: (1) residential, (2) hospitality and (3) commercial. For financial information about our reportable segments, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as Note 18. Segment Information included in Item 15 of this Form 10-K.

Investments in Joint Ventures

As part of our core business strategy, we have created a meaningful portion of our business through JVs. We enter into these arrangements for the purposes of developing real estate and other business activities, which we believe allows us to complement our growth strategy, leverage industry expertise and diversify our business.

These entities produce meaningful revenue. However, in the case of our unconsolidated JVs, the revenue generated by these entities is not included in our revenue. Instead, investments in JVs in which we are not the primary beneficiary, or a voting interest entity where we do not have a majority voting interest or control, but have significant influence are unconsolidated and accounted for by the equity method of accounting. Equity method investments are recorded initially at cost upon acquisition and adjusted subsequently to recognize the investor’s share of earnings, losses and changes in capital of the investee, which are included in investment in unconsolidated joint ventures in the accompanying consolidated balance sheets and equity in income from unconsolidated joint ventures in the accompanying consolidated statements of income. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.

Additionally, we have determined that as of December 31, 2025, 2024 and 2023, our unconsolidated JV, LMWS, LLC (the “Latitude Margaritaville Watersound JV”), has met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X. The separate financial statements of the Latitude Margaritaville Watersound JV, as required pursuant to Rule 3-09 of Regulation S-X, are filed as Exhibit 99.1 in Item 15 of this Form 10-K.

Seasonality and Market Variability

Our operations may be affected by seasonal fluctuations. The revenues and earnings from our business segments may vary significantly from period to period. Homebuilders tend to buy multiple homesites in sporadic transactions. In addition, homesite prices vary significantly by community, which further impacts period over period results. Therefore, there may be reporting periods in which we have no, or significantly less, revenue from residential or commercial real estate sales. We may also choose to operate rather than lease assets, lease rather than sell assets, or sell improved rather than unimproved land that may delay revenue and profits.

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Hospitality revenues are typically higher in the second and third quarters, and vary depending on the timing of holidays and school breaks. Commercial real estate sales tend to be non-recurring. Projects depend on uncertain demand. Extraordinary events such as hurricanes may dramatically change demand and pricing for products and services.

Competition

We compete with local, regional and national real estate related companies, some of which may have greater financial, marketing, sales and other resources than us. Competition may adversely affect our ability to attract tenants to lease our commercial, multi-family and senior living properties or to attract purchasers of our residential and commercial real estate. In addition to the strong competition we face in our residential and commercial segments, highly competitive companies participate in the hospitality business. Our ability to remain competitive and to attract new and repeat guests, customers and club members depends on our success in distinguishing the quality and value of our products and services from those offered by others. We compete based on location, price and amenities. The principal methods of competition are price and quality. Labor markets in the industries in which we operate are also competitive. We must attract, train and retain a large number of qualified employees while controlling related labor costs. We face significant competition for these employees from the industries in which we operate as well as from other industries. There can be no assurance we will be able to compete successfully against competitors or that competitive pressures will not have a material adverse effect on our business, results of operations, cash flows and financial condition.

Regulations

St. Joe operations are subject to federal, state and local government laws and regulations that affect every aspect of our business, including environmental and land use laws relating to, among other things, water, air, solid waste, hazardous substances, zoning, construction permits or entitlements, building codes and the requirements of the Federal Occupational Safety and Health Act and comparable state statutes relating to the health and safety of our employees. Although we believe that we are in material compliance with these requirements, there can be no assurance that we will not incur significant costs, civil and criminal penalties, and liabilities, including those relating to claims for damages to property or natural resources, resulting from our operations. We maintain environmental and safety compliance programs for our facilities and forestry land to monitor compliance with these laws and regulations. Enactment of new laws or regulations, or changes in existing laws or regulations or the interpretation and enforcement of these laws or regulations, might require significant expenditures.

Human Capital Management

At St. Joe, we believe our employees are our greatest asset. We strive to attract, retain and develop the highest quality talent. As of February 23, 2026, we employed 906 full-time employees and 225 part-time and seasonal employees.

Recruitment and Retention

Success depends upon our ability to attract and retain skilled employees. As such, we are committed to recruiting top talent and offer competitive benefits, wages and a rewarding work environment.

We have a demonstrated history of investing in our workforce by offering competitive salaries and wages, which we continuously evaluate based on the business environment and labor market. We have consistently made enhancements in wages in order to attract talent to support our growth strategy and enhance the customer experience.

In addition to competitive wages, we offer our employees and eligible family members a comprehensive and valuable benefits program. Our suite of benefits offered to all full-time employees include group health plans, which include medical, dental, vision, life and disability benefits with Company sharing of premiums for certain coverages. We also offer a 401(k) retirement savings plan with Company match, paid vacation and holidays, jury pay, bereavement leave, an employee referral bonus program, tuition reimbursement program and discounted gym memberships. From time to time, we provide team members with health care screenings and vaccinations on our properties. Our employees also enjoy discounts at our Company-owned properties and amenities, as well as other exclusive discounts and special

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offers, which may include access to preferred seating and tickets to top attractions, theme parks, shows, sporting events, movie tickets, hotels and more.

As well as being a tool for improving our human capital management strategies, we evaluate employee engagement and satisfaction annually. We focus on our employees’ opinions and collect data through various means, including surveys and focus groups. Our executive team reviews feedback from our employees and, based on the response, action plans are developed to focus on areas of opportunity throughout the course of the year. We are pleased to report that our most recent annual engagement results were favorable overall and have shown that our employees are proud to work for the Company.

This past year, we were again certified as a Great Place to Work®, a national program that recognizes employers who create an outstanding employee experience. Notably, 84% of survey respondents expressed favorable feedback regarding the Company and highlighted favorable ratings in key areas such as equity, collaboration, integrity and other values that continue to guide our culture. The results of focus groups and The Great Place to Work certification reflects our collective efforts to create an exceptional workplace whereby we continuously improve our human capital strategies and find ways to foster engagement and growth for our team members.

Health and Safety

The health and safety of our team members is a top priority. We are committed to providing a safe and injury-free workplace. We continually invest in programs designed to improve physical, mental and social well-being, and provide access to a variety of innovative, flexible and convenient health and wellness programs.

Community Engagement

We are actively engaged in and committed to supporting the communities we serve. Our community engagement efforts seek to bring our core values to life and make a difference in the places where we live and work. We maintain strong connections to these communities, creating a positive impact through outreach, recruitment, advocacy, philanthropy, pro bono service, and volunteerism. In addition, our developments positively impact the communities in which they are located, including by creating jobs in the Northwest Florida region and improving the overall quality of life in the area.

Sustainability

We are committed to the development of sustainable and efficient operations and business practices that enhance and protect our people, our communities and our planet. Our goal is to generate shareholder value while aligning our business practices to support the interests of our stakeholders and the communities we serve, including the sustainable development of Northwest Florida. Our process of defining sustainability priorities focuses on the simultaneous improvement of the environmental, social and financial position of the Company, and our strong leadership and governance practices that strive to integrate sustainability into our business strategy and corporate culture.

The acreage we own is located in Northwest Florida and the majority is managed in our forestry operations under our commercial segment. Many of Northwest Florida’s state parks, state forests and wildlife refuges were created in part with St. Joe land.

The guiding principles of our sustainable forest management practices include complying with laws and regulations, developing a long-term sustainable timber harvest plan, and understanding the economic and social impacts on the surrounding region. We take a holistic approach to managing our resources – timber, land, water, soil and wildlife – with the goal of sustainability. We are leading by example and protecting the best of Florida by working closely with environmental agencies, community leaders and leading environmental and conservation organizations. Our sustainable forest management practices take many forms, including eradication of invasive plant species, restoring wetlands, thinning forests, replanting trees and conducting prescribed burns. We carry out prescribed burns annually, which helps restore natural ecosystems, improves wildlife habitats and reduces wildfire hazards. Additionally, we are engaged in the operation of mitigation banks, which pursuant to mitigation plans approved by the applicable state and federal

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authorities, produce mitigation credits in Bay County, Florida and Walton County, Florida for the purpose of enabling developers to mitigate environmental impacts.

Additional information regarding our sustainability efforts is available in the Stewardship section of our website at https://www.joe.com/stewardship. The content of the Stewardship section of our website is not incorporated by reference into this Form 10-K or in any other report or document filed with the U.S. Securities and Exchange Commission (“SEC”), unless expressly noted.

Information

Our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q (“Form 10-Q”), Current Reports on Form 8-K (“Form 8-K”), and amendments to those reports may be viewed or downloaded electronically, free of charge, from our website at www.joe.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. In addition, you may review any materials we file with the SEC on the SEC’s website at www.sec.gov. Our recent press releases are also available to be viewed or downloaded electronically from the Investor Relations section of our website at www.joe.com. St. Joe will provide electronic copies of our SEC filings free of charge upon request. Any information posted on or linked from our website is not incorporated by reference into this Form 10-K.

Item 1A. Risk Factors

Forward-Looking Statements

This Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These statements include, among other things, information about possible or assumed future results of the business and our financial condition, liquidity, results of operations, plans, strategies, prospects and objectives. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar expressions concerning matters that are not historical facts. The Company cautions that its forward-looking statements involve risks and uncertainties, and while we believe that our expectations for the future are reasonable in view of currently available information, you are cautioned not to place undue reliance on our forward-looking statements. All business decisions involve assessing known risks. However, some risks may be unknown with changing socio-economic, market conditions and interest rates. Estimates are used to assess, among other things, capital allocation decisions. Actual results or events may differ materially from estimates and those indicated in our forward-looking statements as a result of various important factors. Such factors include, but are not limited to, those discussed below.

Forward-looking statements are only as of the date they are made, and the Company undertakes no duty to update its forward-looking statements except as required by law. You are advised, however, to review any further disclosures we make on related subjects in our subsequent Form 10-Q, Form 8-K and other reports filed with the SEC.

You should carefully consider the risks described below, together with all of the other information in this Form 10-K. The risks described below are not the only risks facing us. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may affect our business. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also materially and adversely affect our business. If any of these risks actually occur, our business, financial condition, results of operations, cash flows, strategies and prospects may be materially adversely affected and could cause our actual results to differ materially from the results contemplated by the forward-looking statements in this report and in the other public statements we make.

Strategic and Competitive Risks

We may not be able to successfully implement our business strategy. Our business strategy consists of developing our residential real estate and expanding the scope of our hospitality assets and services, our commercial portfolio of

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income producing properties and our other ventures to build recurring revenues and enhance enterprise value, while maintaining sufficient enterprise liquidity. Our strategy also includes operating a portion of our business through JVs. Management may fail in assessing risks related to our strategy, profitably maintaining and growing operations and allocating capital. We may also face risks from unidentified issues not discovered in due diligence in our operations and investments. Management may fail in estimating and most efficiently allocating cash in excess of operational and strategic investment needs, including to shareholders by dividends and the repurchase of common stock.

Management may also fail to accurately forecast financial results, and, as a result, actual results may vary greatly from management estimates. As of December 31, 2025, we had approximately $1,004.9 million of real estate investments, $66.1 million of investment in unconsolidated joint ventures and $41.3 million of property and equipment, net recorded on our books at depreciated cost basis, subject to impairment testing. If market conditions were to deteriorate, our estimate of undiscounted future cash flows may fall below their carrying value and we may be required to take impairments, which would have an adverse effect on our results of operations and financial condition. Existing and planned operations utilize estimates of revenue, costs, profits, growth, and real estate market values.

We face significant competition across our business units. We compete with local, regional and national real estate leasing and development companies and homebuilders, some of which may have greater financial, marketing, sales and other resources than we do. Hospitality operations are subject to significant competition from other hospitality providers and lodging alternatives. Our ability to remain competitive and to attract new and repeat guests, customers and club members depends on our success in distinguishing the quality and value of our products and services from those offered by others. Competition from real estate leasing and development companies and homebuilders may adversely affect our ability to attract tenants and lease our commercial, multi-family and senior living properties, attract purchasers and sell residential homesites, homes and commercial real estate and attract and retain experienced real estate sales, leasing and development personnel. Labor markets in the industries in which we operate are also competitive, which have led to increased labor costs in recent years. We must attract, train and retain a large number of qualified employees while controlling related labor costs. In addition, we face competition for tenants from other retail shopping centers and commercial facilities, as well as for our multi-family and senior living communities. There can be no assurance we will be able to compete successfully against current or future competitors or that competitive pressures will not have a material adverse effect on our business, results of operations, cash flows and financial condition.

A decline in general economic conditions, particularly in our primary market locations, could lead to reduced consumer demand for our products and services. Demand for our products and services is sensitive to changes in economic conditions over which we have no control, including the level of employment, consumer confidence, consumer income, consumer discretionary spending, consumer preferences, inflation, the availability of financing, changes in fiscal monetary policy and interest rate levels. In addition, the real estate market is subject to downturns, and our business is especially sensitive to economic conditions in Northwest Florida, where our developments and assets are located, and, more broadly, the Southeast region of the United States (“U.S.”), which in the past has produced a high percentage of customers for our products. If market conditions experience volatility or worsen, tenant and other customers’ demand may materially decline. For example, over the past several years, we have faced macroeconomic headwinds caused by, among other things, overall consumer confidence, inflation, elevated interest rates, higher insurance costs for consumers and uncertainty over tariffs, all of which impacted buyer sentiment. While demand across our segments remained strong despite these challenges, if conditions worsen, such conditions could adversely impact our business and our ability to successfully execute our business strategy.

Additionally, we and the real estate industry in general may be adversely affected during periods of high inflation, primarily because of higher construction and operating costs. While the rate of inflation has moderated, it has remained persistent in the U.S. due, in part, to supply chain issues, elevated energy prices, labor shortages and trade policies, among other factors. As a result, we cannot predict whether such inflationary conditions will continue or the impact it will have on customer preferences and demand.

Our leasing projects are subject to a variety of risks that could impact returns. Our business strategy includes the development and leasing of multi-family properties, management of commercial properties and commercial assets for lease. These commercial developments may not be as successful as estimated due to leasing related risks, including the risk that we may not be able to lease new properties, obtain lease rates that are consistent with our projections or achieve

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targeted occupancy levels within expected timeframes as well as the risks generally associated with real estate development. Additionally, development of leasing projects involves the risk associated with the significant time lag between commencement and completion of the project. This time lag subjects us to greater risks relating to, among other things:

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fluctuations in the general economy;

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our ability to obtain construction or permanent financing on favorable commercial terms, if at all;

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our ability to achieve projected rental rates;

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the pace that we will be able to lease to new tenants;

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higher than estimated construction costs (including labor and material costs); and

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delays in the completion of projects because of, among other factors, inclement weather, labor disruptions, construction delays or delays in receiving zoning or other regulatory approvals, or man-made or natural disasters.

Failure to lease new properties or obtain lease rates that are consistent with our projections or significant time lags between commencement and completion of a commercial project may lead to lower than anticipated returns, which could adversely impact our ability to successfully execute our business strategy.

We face risks stemming from our strategic partnerships. We currently maintain, and in the future may seek additional strategic partnerships, including the formation of JVs, to develop real estate or to pursue other business activities, capitalize on the potential of our residential, hospitality and commercial opportunities and maximize the value of our assets. Certain of these JVs may be material to our business. For example, in the years ended December 31, 2025, 2024 and 2023, our equity in income from the unconsolidated Latitude Margaritaville Watersound JV accounted for over 20% of our pre-tax income. This concentration in a single JV means that any adverse changes affecting this project, whether from market conditions, issues with our joint venture partner, or project-specific challenges, could have a disproportionate impact on our overall financial performance, even if our other operations perform as expected.

Our partners may take actions contrary to our instructions or requests, or contrary to our policies or objectives. We may not have exclusive control over the development, financing, management and other aspects of the partnership, which may prevent us from taking actions that are in our best interest but opposed by our partner. Our partners may experience financial difficulties, become bankrupt or fail to fund their share of capital contributions, which may delay construction or development of property or increase our financial commitment to the partnership. Our partners may take actions that subject us to liabilities in excess of, or other than, those contemplated. We may disagree with our partners about decisions affecting the partnership, which may result in litigation or arbitration that increases our expenses, distracts our officers and directors and disrupts the day-to-day operations of the property or business, which may delay important decisions until the dispute is resolved. Actions by our partners may subject the JV to liabilities or have other adverse consequences, including if the market reputation of a partner deteriorates. If a JV agreement is terminated or dissolved, we may not continue to own or operate the interests or investments of the JV or may need to purchase such interests or investments at a premium to the market price to continue ownership. In addition, we may not have sufficient resources, experience and/or skills to manage our existing JVs or locate additional desirable partners.

Our real estate investments are generally illiquid. Real estate and timber holdings are relatively illiquid. It may be difficult for us to sell such assets if the need or desire arises, which may limit our ability to make rapid adjustments to the size and content of our property assets. Illiquid assets typically experience greater price volatility, as a ready market does not exist and therefore can be more difficult to value. In addition, validating third-party pricing for illiquid assets may be more subjective than more liquid assets. As a result, if we are required to liquidate all or a portion of our real estate or timber assets quickly, we may realize significantly less than the value at which we have previously recorded our assets. This impact may also be exacerbated in periods of general economic instability and capital markets volatility.

We may invest in new business endeavors or product lines, which are inherently risky and could disrupt our ongoing business and present risks not originally contemplated. In recent years, we have invested, and in the future may invest, in new business endeavors and product lines. New endeavors may involve new risks and uncertainties and

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may amplify existing risks, including additional competition, distraction of management from current operations, greater-than-expected liabilities and expenses, economic, political, legal and regulatory challenges associated with operating in new businesses or product lines, inadequate return on capital and potential impairment of tangible and intangible assets. New ventures are inherently risky and may not be successful. In addition, we may face difficulty integrating new businesses or product lines, assimilating new facilities and personnel and harmonizing diverse businesses and methods of operation. If any of our business endeavors are unsuccessful and we fail to realize the expected benefits of any new investment or product line or are unable to successfully integrate new businesses or product lines, our business, results of operations, cash flows and financial condition could be adversely affected.

We face risks associated with short-term U.S. Treasury Bills. We hold significant cash balances that are invested in a variety of short-term U.S. Treasury Bills, currently classified as cash equivalents, that are intended to preserve principal value and maintain a high degree of liquidity. We have exposure to credit risk associated with our short-term U.S. Treasury Bills and these instruments are subject to price fluctuations as a result of changes in the financial market’s assessment of issuer credit quality, changes in prevailing interest rates and other economic factors.

Additionally, we have historically been exposed, and in the future may again be exposed, to credit risk associated with investments – debt securities (“Securities”), which are also subject to such fluctuations. A downgrade of the U.S. government’s credit rating may also decrease the value of any future investments in Securities. The market value of such potential future investments will be subject to change from period-to-period, especially in light of the political landscape, financial institution disruptions and geopolitical conflicts, instabilities or tensions, which have caused market volatility. Our Securities have historically included, and in the future may again include, investments in U.S. Treasury Bills classified as investments – debt securities. Credit-related impairment losses can negatively affect earnings. Investments in Securities and funds are not insured against loss of principal. Under certain circumstances we may be required to redeem all or part of any future investment, which may result in a loss.

RISKS RELATED TO THE OPERATION OF OUR BUSINESS SEGMENTS

We are exposed to risks associated with commercial and residential real estate development and construction. Real estate development and construction, including homebuilding activities, entail risks that may adversely impact our results of operations, cash flows and financial condition, including:

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general market conditions;

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construction delays or cost overruns, which may increase project development costs;

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labor costs and shortages of skilled labor;

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supply chain disruptions and material shortages;

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current or potentially new and rapidly evolving tariffs or quotas;

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claims for construction defects after property has been developed, including claims by purchasers and property owners’ associations, and claims for construction defects arising from third-party contractors;

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the discovery of hazardous or toxic substances, or other environmental, culturally-sensitive, or related issues;

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weather-related and geological interference, including hurricanes, landslides, earthquakes, floods, drought, wildfires and other events, which may result in delays or increased costs;

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an inability to obtain required governmental permits and authorizations;

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an inability to secure tenants necessary to support commercial, multi-family or senior living projects;

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compliance with building codes and other local regulations;

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unavailability of raw materials when needed, which may result in project delays, stoppages or interruptions, which may make the project less profitable;

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insufficient infrastructure capacity or availability (e.g., water, sewer and roads) to serve the needs of our projects;

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instability in the financial industry may reduce the availability of financing; and

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delay or inability to acquire property, rights of way or easements, which may result in delays or increased costs.

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The construction and building industry, similar to many other industries, has experienced, and may continue to experience worldwide supply chain disruptions and cost increases due to a multitude of factors, including inflation, elevated interest rates, higher insurance costs for consumers, rapidly evolving trade and tariff policies and disputes, labor shortages and geopolitical conflicts, instabilities and tensions. Materials, parts and labor costs have increased in recent years, sometimes significantly and over a short period of time. In addition, material time delays or increases in construction costs resulting from the aforementioned factors may impact our ability to realize anticipated returns on such projects, impact the timing of revenue recognition, lead to cancellations and otherwise materially adversely affect our business, results of operations, cash flows and financial condition. Nonetheless, should we experience increased cancellations as a result of such macroeconomic factors, our business could be adversely impacted.

Further, with regard to our residential segment, revenues from homesite sales can fluctuate significantly from period to period due to variations in the mix of sales from different communities, as well as other variations in product mix. Given these fluctuations revenues from our residential segment may significantly vary from period to period.

In addition, real estate approvals may be subject to third-party responses. It is not uncommon for delays to occur, which affect the timing of transaction closings and may also impact the terms and conditions of the transaction. Delays related to regulatory approvals may be due to the applicable governmental entity not being open due to the government being shut down or staffed insufficiently due to the government’s budgetary issues. These timing issues may cause our operating results, particularly relating to the impact of our land sales, to vary significantly from quarter-to-quarter and year-to-year.

Mortgage financing issues, including lack of supply of mortgage loans, tightened lending requirements and elevated interest rates, may reduce demand for our products. Purchasers of our real estate products may obtain mortgage loans to finance a substantial portion of the purchase price or may need to obtain mortgage loans to finance the construction of homes to be built on homesites purchased from us. Homebuilder customers depend on retail purchasers who rely on mortgage financing. Elevated interest rates have increased the cost of owning a home in recent years and any future increases would further affect purchasing power, which may lower demand for residential real estate. In addition to residential real estate, increased interest rates and restrictions in the availability of credit may also negatively impact sales or development of our commercial properties or other land we offer for sale. While in recent years, elevated interest rates have negatively impacted buyers’ ability to obtain financing and the housing market generally, to date we have not experienced material declines in customer demand for our homesites. However, in the event financing challenges reduce demand from homebuilders to purchase homesites, then our sales, results of operations, cash flows and financial condition may be negatively affected.

Our residential segment is highly dependent on homebuilders and is subject to the risk of homebuilder concentration. We are highly dependent on homebuilders to be the primary customers for our homesites and to provide construction services in our residential developments. As of December 31, 2025, we had 18 different homebuilders within our residential communities. The homebuilder customers that have already committed to purchase homesites from us may decide to reduce, delay or cancel their existing commitments to purchase homesites in our developments. From time to time, we have financed, and in the future may finance, real estate sales with mortgage note receivables. If these homebuilders fail to pay their debts to us or delay paying us, it would reduce our anticipated cash flows. Homebuilders also may not view our developments as desirable locations for homebuilding operations, or they may choose to purchase land from other sellers. We also rely on a concentrated number of homebuilders for a significant portion of our residential homesite sales. Any of these events may have an adverse effect on our business, results of operations, cash flows and financial condition.

Our hospitality segment is subject to various risks inherent to the hospitality industry. Although hospitality revenue has continued to grow in recent years, the following factors, among others, are common to the hospitality industry, and may reduce the revenues generated by hotel properties, food and beverage operations, golf courses, beach clubs, marinas and other entertainment offerings or the rate at which they are generated:

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reduced travel (including from airline disruptions, business reduction or elimination of typical travel in efforts to be conservative in uncertain financial times or adverse economic conditions), which we may be susceptible to given that the travel tourism on which our hospitality segment relies can entail a relatively high cost of

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participation and is based on discretionary consumer spending;

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increased labor costs and shortages of skilled labor;

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inclement weather conditions;

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cyclical downturns in the hospitality industry;

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changes in desirability of geographic regions in which our properties are located;

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significant competition from other hospitality providers and lodging or entertainment alternatives;

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our relationships with and the performance of third-party managers;

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increases in operating costs, including increases in the cost of property insurance, utilities and real estate and personal property taxes, due to inflation and other factors that may not be offset by increased prices; and

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natural or man-made disasters.

Any of these factors may increase our costs or limit or reduce the prices we are able to charge for our hospitality products or services, or otherwise affect our ability to maintain existing properties, develop new properties or add amenities to our existing properties.

Our insurance coverage on our properties may be inadequate or our insurance costs may increase and uninsured losses or losses in excess of our insurance coverage could adversely affect our business. We maintain insurance on our properties, including property, liability, fire, flood and extended coverage, but capacity constraints in the Florida insurance market may limit availability of desired coverages or materially increase costs. We do not insure our timber assets. Additionally, our insurance for hurricanes has limitations per named storm and is subject to deductibles. We use our discretion when determining amounts, coverage limits and deductibles for insurance. These terms are determined based on retaining an acceptable level of risk. This may result in insurance coverage that, in the event of a substantial loss, would not be sufficient to pay the full current market value or current replacement cost of our lost investment. Inflation, changes in building codes and ordinances, environmental considerations and other factors also may make it unfeasible to use insurance proceeds to replace a facility after it has been damaged or destroyed. Under such circumstances, we may not receive insurance proceeds or the insurance proceeds we receive may not fully cover business interruptions or losses and our earnings, liquidity, or capital resources may be adversely affected.

Homeowner property insurance companies doing business in Florida have reacted to previous hurricanes by increasing premiums, requiring higher deductibles, reducing limits, restricting coverage, imposing exclusions, refusing to insure certain property owners, and in some instances, ceasing insurance operations in the state. It is uncertain what effect these actions may have on future property insurance availability and rates in the state. The high costs of property insurance premiums in Florida may deter potential customers from purchasing a homesite in one of our developments or make Northwest Florida less attractive to new employers that can create high quality jobs needed to increase growth in the region, either of which may have a material adverse effect on our business, results of operations, cash flows and financial condition. Florida’s state-owned property insurance company, Citizens Property Insurance Corp., underwrites homeowner property insurance. If there were to be a catastrophic hurricane or series of hurricanes to hit Florida, the exposure of the state government to property insurance claims may place extreme stress on state finances.

Our insurance policies are generally renewed on an annual basis and, depending on factors such as market conditions, the premiums, terms, policy limits and/or deductibles can vary substantially. We can give no assurance that we will be able to maintain adequate insurance in the future at rates or on other terms we consider commercially reasonable.

To offset negative insurance market trends, we may decide to self-insure additional risks. In the event that we decide to self-insure additional risks, if we experience a greater number of self-insured losses than we anticipate, our financial performance could be adversely affected. If we lose our ability to, or decide not to, self-insure these additional risks, our insurance costs could materially increase and we may find it difficult to obtain adequate levels of insurance coverage.

Our commercial segment is subject to risks associated with the financial condition of our commercial tenants. If one or more of our tenants, particularly an anchor tenant, declares bankruptcy, defaults or voluntarily vacates from the leased premises, we may be unable to collect rent payments from such tenant, re-lease such space or to re-lease it on

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comparable or more favorable terms. Additionally, the loss or failure to renew of an anchor tenant may make it more difficult to lease the remainder of the affected properties, which may have a material adverse effect on our business, results of operations, cash flows and financial condition.

Alternatively, increases in consumer spending through e-commerce channels may significantly affect our tenants’ ability to generate sales, which could affect their ability to make payments to us. These economic and market conditions, combined with rising or sustained high levels of inflation and lack of labor availability, may also place a number of our key customers under financial stress, which may adversely affect our occupancy rates and our profitability, which, in turn, may have a material adverse effect on our business, results of operations, cash flows and financial condition.

Our financial results may vary significantly period over period. The revenues and earnings from our business segments may vary significantly from period to period. Homebuilders tend to buy multiple homesites in sporadic transactions. In addition, homesite prices vary significantly by community, which further impacts period over period results. Therefore, there may be reporting periods in which we have no, or significantly less, revenue from residential or commercial real estate sales. We may also choose to operate rather than lease assets, lease rather than sell assets, or sell improved rather than unimproved land that may delay revenue and profits.

Hospitality operations are affected by seasonal fluctuations. Hospitality revenues are typically higher in the second and third quarters, and vary depending on the timing of holidays and school breaks. Commercial real estate sales tend to be non-recurring. Projects depend on uncertain demand. Extraordinary events such as hurricanes may dramatically change demand and pricing for products and services.

We are subject to various geographic risks.

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Growth of Northwest Florida. We are focused on developing real estate and expanding operations in Northwest Florida. Our success will be dependent on continued strong migration and population expansion in Northwest Florida. The future economic growth of Northwest Florida will largely depend on the ability and willingness of state and local governments, in combination with the private sector, to plan and complete significant infrastructure improvements in the region, such as new or existing transportation hubs, roads, bridges, rail, pipeline, medical facilities and schools and to attract families and companies offering high-quality and high salary jobs. Our future revenues will also depend on individuals seeking retirement or vacation homes in Northwest Florida. Florida’s population growth may be negatively affected in the future by a variety of factors, including adverse economic conditions, changes in state income tax or federal immigration laws, the occurrence of natural or man-made disasters or the high cost of real estate, insurance and property taxes. If Northwest Florida experiences an extended period of slow growth, or even net out-migration, our business, results of operations, cash flows and financial condition will likely be materially adversely affected.

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Hurricanes. Florida is particularly susceptible to the occurrence of hurricanes. Depending on where any particular hurricane makes landfall, our developments in Northwest Florida may experience catastrophic damage. Such damage may materially delay sales or lessen demand for our residential or commercial real estate and lessen demand for our hospitality and leasing operations. If our corporate headquarters facility is damaged or destroyed, we may have difficulty performing certain corporate and operational functions. We maintain property and business interruption insurance, subject to certain deductibles.

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Climate Conditions. The occurrence of other natural disasters and climate conditions in Northwest Florida, such as tornadoes, floods, fires, unusually heavy or prolonged rain, droughts, extreme heat or cold, or other adverse weather events may have a material adverse effect on our ability to develop and sell properties or realize income from our projects. To the extent that such natural disasters and climate conditions occur, our projects could be damaged or destroyed, which may result in losses exceeding our insurance coverage. Natural disasters and climate conditions can also lead to increased competition for subcontracts, which can delay construction activities even after an event has concluded. In addition, our timber assets are subject to damage by fire, insect infestation, disease, prolonged drought, flooding, hurricane and natural disasters, which may adversely affect our timber inventory and forestry business. Furthermore, sea level rise due to climate change may have a material adverse effect on our coastal properties. The occurrence of natural

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disasters and the threat of adverse climate changes (or perceived threat from climate change) may also have a long-term negative effect on the attractiveness of Northwest Florida and on our ability to obtain flood or other hazard insurance coverage. Man-made disasters or disruptions, such as oil spills, acts of terrorism, power outages and communications failures may simultaneously disrupt our operations.

We are dependent on third-party service providers for certain services. We rely on various third parties to conduct the day-to-day operations of certain residential, hospitality, multi-family, senior living and other commercial properties. Failure of such third parties to adequately perform their contracted services may negatively impact our ability to retain customers. As a result, any such failure may negatively impact our results of operations, cash flows and financial condition.

Risks RELATED to our existing ownership structure

Our largest shareholder controls approximately 33.8% of our common stock, which may limit our minority shareholders’ ability to influence corporate matters. As of December 31, 2025, based on public filings, clients of Fairholme Capital Management, L.L.C. (“FCM”), an investment advisor registered with the SEC, beneficially owned approximately 33.8% of our common stock. FCM and its client, The Fairholme Fund, a series of investments originating from Fairholme Funds, Inc., may be deemed affiliates of ours. Fairholme Holdings, LLC (“Fairholme”), which wholly owns FCM, is in a position to influence the vote of most matters submitted to our shareholders, including any merger, consolidation or sale of all or substantially all of our assets, the nomination of individuals to our Board and any potential change in our control. These factors may discourage, delay or prevent a takeover attempt that shareholders might consider in their best interests or that might result in shareholders receiving a premium for their common stock. Additionally, our articles of incorporation and certain provisions of Florida law contain anti-takeover provisions that may make it more difficult to effect a change in our control.

Future sales of our common stock by Fairholme, or the perception in the public markets that these sales may occur, may depress our stock price.

LEGAL, REGULATORY, AND LITIGATION RISK

We are subject to various existing government regulations.

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Development and Land Use Requirements. Approval to develop real property entails an extensive entitlements process involving multiple and overlapping regulatory jurisdictions and often requiring discretionary action by local governments. This process is often political, uncertain and may require significant exactions in order to secure approvals. Real estate projects in Florida must generally comply with the provisions of the Community Planning Act and local land development regulations. Compliance with the State of Florida planning requirements and local land development regulations is usually lengthy and costly and can be expected to materially affect our real estate development activities. The Community Planning Act requires local governments to adopt comprehensive plans guiding and controlling future real property development in their respective jurisdictions and to evaluate, assess and keep those plans current. Included in all comprehensive plans is a future land use map, which sets forth allowable land use development rights. Some of our land has an “agricultural” or “silviculture” future land use designation and we may be required to seek an amendment to the future land use map to develop real estate projects. Approval of these comprehensive plan map amendments is highly discretionary.

All development orders and permits must be consistent with the comprehensive plan. Each plan must address such topics as future land use and capital improvements and make adequate provision for a multitude of public services including transportation, schools, solid waste disposal, sewerage, potable water supply, drainage, affordable housing, open space, parks and others. The local governments’ comprehensive plans must also establish “levels of service” with respect to certain specified public facilities, including roads, schools and services to residents. In many areas, infrastructure funding has not kept pace with growth, causing facilities to operate below established levels of service. Local governments are prohibited from issuing development orders or permits if the development will reduce the level of service for public facilities below the level of service established in the local government’s comprehensive plan, unless the developer either sufficiently improves the services up front to meet the required level of service or provides

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financial assurances that the additional services will be provided as the project progresses. In addition, local governments that fail to keep their plans current may be prohibited by law from amending their plans to allow for new development.

If any one or more of these factors were to occur, we may be unable to develop our real estate projects successfully or within the expected timeframes. Changes in the Community Planning Act or the interpretation thereof, new enforcement of these laws or the enactment of new laws regarding the development of real property may lead to a decline in our ability to develop and market our communities successfully and to generate positive cash flow from these operations in a timely manner, which may have a materially adverse effect on our ability to service our demand and negatively impact our business, results of operations, cash flows or financial condition.

Our properties are subject to federal, state and local environmental regulations and restrictions that may impose significant limitations on our development ability. In most cases, approval to develop requires multiple permits, which involve a long, uncertain and costly regulatory process. Our land holdings contain jurisdictional wetlands, some of which may be unsuitable for development or prohibited from development by applicable law. Development approval most often requires mitigation for impacts to wetlands that require land to be conserved at a disproportionate ratio versus the actual wetlands impacted and approved for development. Some of our property is undeveloped land located in areas where development may have to avoid, minimize or mitigate for impacts to the natural habitats of various protected wildlife or plant species. Additionally, some of our property is in coastal areas that usually have a more restrictive permitting burden or must address issues such as coastal high hazard, hurricane evacuation, floodplains and dune protection.

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Environmental Regulation. Current or past operations are subject to extensive and evolving federal, state and local environmental laws and other regulations. The provisions and enforcement of these environmental laws and regulations may become more stringent in the future, including as a result of attention from environmental advocacy groups. Violations of these laws and regulations can result in, among other things, civil penalties, remediation expenses, natural resource damages, personal injury damages, potential injunctions, cease and desist orders and criminal penalties. In addition, some of these environmental laws impose strict liability, which means that we may be held liable for any environmental damage on our property regardless of fault.

Past and present real property, particularly properties used in connection with our previous transportation and papermill operations, were involved in the storage, use or disposal of hazardous substances that may have contaminated and may in the future contaminate the environment. We may bear liability for this contamination and for the costs of cleaning up a site at which we have disposed of, or to which we have transported, hazardous substances. The presence of hazardous substances on a property may also adversely affect our ability to sell or develop the property or to borrow funds using the property as collateral.

We may be subject to risks from changes in certain governmental policies.

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Mortgage Rates. The availability of mortgage financing is significantly influenced by governmental entities such as the Federal Housing Administration, Veterans Administration and Government National Mortgage Association and government-sponsored enterprises known as Fannie Mae and Freddie Mac. Mortgage rates may also be adversely impacted by elevated interest rates. If borrowing standards are tightened and/or the federal government were to reduce or eliminate these mortgage loan programs (including due to any failure of lawmakers to agree on a budget or appropriation legislation to fund relevant programs or operations) or if mortgage rates increase generally, it would likely make it more difficult for potential purchasers of our products, including our homebuilder customers to obtain acceptable financing, which may have a negative effect on demand in our communities.

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Climate Regulation. Potential impacts of climate change have previously influenced governmental authorities, consumer behavior patterns and the general business environment of the U.S., including, but not limited to, energy-efficiency measures, water use measures and land-use practices. The implementation of these policies may require us to invest additional capital in our properties or it may restrict the availability of land we are able to develop. These changes, or changes in other environmental laws or their

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interpretation thereof, new enforcement of laws, the identification of new facts or the failure of other parties to perform remediation at our current or former facilities may lead to new or greater liabilities that may materially adversely affect our business, results of operations, cash flows or financial condition.

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Accounting Standards. Uncertainties posed by various initiatives of accounting standard-setting by the Financial Accounting Standards Board (“FASB”) and the SEC, which create and interpret applicable accounting standards for U.S. companies, may change the financial accounting and reporting standards or their interpretation and application of these standards that govern the preparation of our financial statements. These changes and others may have a material impact on how we record and report our financial condition and results of operations. In some cases, we may be required to apply a new or revised standard retroactively, resulting in potentially material restatements of prior period financial statements.

Changes to U.S. tax laws may materially affect us. Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. In many cases, the application of existing, newly enacted or amended tax laws may be uncertain and subject to differing interpretations. Future changes in the tax laws, or in the interpretation or enforcement of existing tax laws, could increase our state and federal tax rates and subject our business to audits, inquiries and legal challenges from taxing authorities. As a result of changes in tax laws, we may incur additional costs, including taxes and penalties for historical periods, which may have a material and adverse effect on our business, results of operations, cash flows or financial condition.

We may be subject to periodic litigation and other regulatory proceedings. We may be involved in lawsuits and regulatory actions relating to business agreements, operations, assets, liabilities, or our position as a public company. An adverse outcome in any of these matters may adversely affect our financial condition, our results of operations or impose additional restrictions or limitations on us. In addition, regardless of the outcome of any litigation or regulatory proceedings, these proceedings may result in substantial costs and may require that we devote substantial resources to defend our Company.

Land use approval processes have become increasingly complex. Moreover, the statutes, regulations and ordinances governing the approval processes provide third parties the opportunity to challenge the proposed plans and approvals. As a result, the prospect of third-party challenges to planned real estate developments provides additional uncertainties in real estate development planning and entitlements. Third-party challenges in the form of litigation may result in denial of the right to develop, or would, by their nature, adversely affect the length of time and the cost required to obtain the necessary approvals. In addition, adverse decisions arising from any litigation would increase the costs and length of time to obtain ultimate approval of a project and may adversely affect the design, scope, plans and profitability of a project.

GENERAL RISKS

Risks associated with our human capital. Our ability to successfully implement our business strategy depends on our ability to attract and retain skilled employees. The labor markets in the industries in which we operate are competitive. We must attract, train and retain a large number of qualified employees while controlling related labor costs. Tighter labor markets may make it even more difficult for us to hire and retain qualified employees and control labor costs. Our ability to attract qualified employees and control labor costs is subject to numerous external factors, including prevailing wage rates, employee preferences, employment law and regulation, labor relations and immigration policy. Changes in immigration laws and policies could also affect labor market conditions, potentially increasing competition for workers and related labor costs. While we are committed to recruiting top talent by offering, among other things, competitive wages, a significant increase in competition or labor costs increasing from any of the aforementioned factors may have a material adverse impact on our business, results of operations, cash flows and financial condition.

Furthermore, our hospitality operations are highly dependent on a large seasonal workforce. We have historically relied on the J-1 and H-2B visa programs to bring workers to the U.S. to fill seasonal staffing needs and ensure that we have the appropriate workforce in place. Our ability to recruit and retain seasonal hospitality staff may be adversely affected by changes in immigration policy and administration of non-immigrant visa programs. If we are unable to obtain sufficient numbers of seasonal workers, through the J-1 and H-2B programs or otherwise, we may not be able to

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recruit and hire adequate personnel, and material increases in the cost of securing our workforce may be possible in the future. Increased seasonal wages, an inadequate workforce or increased related labor costs may have a material adverse effect on our business, results of operations, cash flows and financial condition.

Risks associated with cybersecurity. We are reliant on computers and digital technology, including certain technology systems from third-party vendors, which we use to operate our business, which are not under our control. We collect digital information on all aspects of operations. Hospitality related businesses, in particular, require the collection and retention of identifiable information of our customers, as such information is entered into, processed, summarized, and reported by the various information systems we use. All of these activities give rise to material cyber risks and potential costs and consequences that cannot be estimated or predicted, and which may not be fully insured by our cyber risk insurance policy. For example, the SEC requires the disclosure of cybersecurity incidents that we determine to be “material,” to be made within four business days of such determination, which can be complex, requiring a number of assumptions based on several factors. It is possible that the SEC may not agree with our determinations, which could result in fines, civil litigation or damage to our reputation.

The integrity and protection of our customer, employee and other company data, is critical to us. We make efforts to maintain the security and integrity of these networks and related systems. We have implemented various measures to manage the risk of a security breach or disruption that are based in part on the Payment Card Industry Data Security Standard, the National Institute of Standard and Technology, and the System and Organization Controls, all of which are integrated into our overall enterprise risk management program. There can be no assurance that our security efforts and measures, or those of our third-party vendors, with which we interact, will be effective or that attempted security breaches or disruptions, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to emails, persons inside our organization or persons with access to systems, energy blackouts, natural disasters, terrorism, war, and other significant disruptions of our networks and related systems, or disruptions would not be successful or damaging. Further, the risk of a security breach or disruption, particularly through cyber attacks or cyber intrusion, including by computer hackers, foreign governments or state-sponsored actors, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. In particular, there has been a spike in cybersecurity attacks as businesses have increased reliance on virtual environments and communications systems, which have been subject to increasing third-party vulnerabilities and security risks. Additionally, the emergence of artificial intelligence has provided additional tools for those who perpetrate these attacks, including through social engineering, the development of customized malware, and an enhanced ability to evade detection. Attachments crafted with artificial intelligence tools could directly attack information systems with greater speed and/or efficiency than a human threat actor or create more effective phishing emails. Vulnerabilities may also be introduced from the use of artificial intelligence by us, our customers, suppliers and other business partners and third-party providers. Use of artificial intelligence by our employees, whether authorized or unauthorized, increases the risk that our intellectual property and other proprietary information will be unintentionally disclosed.

Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we and our service providers may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us and our service providers to entirely mitigate this risk. Our failure to maintain the security of the data, including via the penetration of our network security and the misappropriation of confidential and personal information, may result in business disruption, increase in costs, damage to our reputation, material legal claims, fines, penalties, regulatory proceedings and other severe financial and business implications.

We are subject to risks related to corporate social responsibility and reputation. Our reputation and brands are important to our business. Our reputation and brands affect our ability to attract and retain consumers, financing, and secure development opportunities. There are numerous ways our reputation or brands could be damaged. These include, among others, product safety or quality issues, negative media coverage or scrutiny from political figures or interest groups. Customers are also using social media to provide feedback and information about our Company and products and services in a manner that can be quickly and broadly disseminated. To the extent a customer has a negative experience with, or view of, our Company and shares it over social media, it may adversely impact our brand and reputation.

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In addition, companies across many industries have faced scrutiny from lawmakers, regulators, investors, customers, employees and other stakeholders related to their sustainability practices, including those related to the environment, climate, human rights and governance transparency. Various jurisdictions are developing climate-related laws or regulations that could cause us to incur additional direct costs for compliance, as well as indirect costs resulting from our customers, suppliers, or additional compliance costs that are passed on to us. Additionally, investor advocacy groups, including sustainability-focused investor advocacy groups, certain institutional investors, investment funds and other influential investors have also been focused on sustainability practices. Legal and regulatory requirements, as well as stakeholder expectations, on sustainability practices and disclosures are subject to change, can be unpredictable, and may be difficult and expensive for us to comply with. Further, there is an increasing number of initiatives in the U.S. that may conflict with other regulatory requirements or various stakeholders’ expectations. We may from time to time also change our approach to sustainability matters due to a broader change in strategy, reduced relevance of such initiatives or changing market conditions. If we fail, or are perceived to be failing, to meet evolving legal and regulatory requirements or the expectations of our stakeholders, we may be subject to enforcement actions, required to pay fines, investors may sell their stock, we may suffer from reputational damage and our business or financial condition could be adversely affected.

The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements, or misrepresentations. While management will continue to review the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives at all times. Deficiencies, including any material weakness, in our internal control over financial reporting, which may occur in the future, may result in misstatements of our results of operations, restatements of our financial statements, a decline in our stock price, or otherwise materially adversely affect our business, reputation, results of operations, financial condition, or liquidity.

Our financing arrangements contain restrictions and limitations. Our financing arrangements contain customary representations and warranties, as well as customary affirmative and negative covenants that restrict some of our activities. See Note 9. Debt, Net included in Item 15 of this Form 10-K for additional information. Our ability to comply with the covenants and restrictions contained in our financing arrangements may be affected by economic, financial and industry conditions beyond our control, including credit or capital market disruptions. The breach of any of these covenants or restrictions could result in a default that would permit the applicable lenders to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. In any such case, we may be unable to repay the amounts due under such financing arrangements, which could have a material adverse effect on our results of operations, cash flows and financial condition.

We may provide a guarantee of the debt in connection with our JVs. In certain instances, these guarantees provide for the full payment and performance of the borrower. See Note 9. Debt, Net and Note 19. Commitments and Contingencies included in Item 15 of this Form 10-K for additional information. If we were to become obligated to perform on any of these guarantees, our results of operations, cash flows and financial condition may be adversely affected.

We utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on certain loans and refinance outstanding debt prior to or in connection with its maturity. We may enter into interest rate swap instruments to limit our exposure to changes in variable interest rates. While our hedging strategy is designed to minimize the impact of increases in interest rates applicable to some of our variable rate debt, there can be no guarantee that our hedging strategy will be effective, and we may experience credit-related losses in some circumstances. See Note 5. Financial Instruments and Fair Value Measurements and Note 9. Debt, Net included in Item 15 of this Form 10-K for additional information. In addition, we typically refinance our outstanding debt prior to or in connection with its maturity. If we are unable to refinance our debt on favorable terms, our interest expense may increase. A refinancing of our debt could also require us to comply with more onerous covenants and further restrict our business operations. Any of these circumstances could adversely impact our financial position and results of operations.

We cannot assure you that we will not make changes to our existing capital allocation plan, including whether we will continue to pay dividends at the current rate or at all. In 2025, we paid cash dividends of $0.14 per share on our

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common stock in each of the first three quarters, and $0.16 per share in the fourth quarter, and we currently expect to continue to pay quarterly dividends. We also repurchased approximately 1.4% of our outstanding shares during 2025, for an aggregate repurchase price of $40.0 million. As of December 31, 2025, we had the authority to repurchase additional shares up to our remaining authorization limit of $60.0 million. The declaration and payment of any future dividends and future decisions with respect to share purchases will be at the discretion of our Board after taking into account various factors, including without limitation, our financial condition, earnings, capital requirements of our business, and potential growth opportunities, the terms of any credit agreements or indentures to which we may be party at the time, legal requirements, industry practice, market conditions and other factors that our Board deems relevant. Our decisions regarding the allocation of capital among dividends, stock repurchases, development projects, and other uses may not satisfy market expectations or produce the long-term returns we anticipate. Changes in our capital allocation strategy, could adversely affect our stock price and our relationships with investors. Accordingly, there can be no assurance that our dividends or stock repurchases will continue at the same levels, or at all.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

We maintain a data security plan designed to provide a documented and formalized information security policy to detect, identify, classify and mitigate cybersecurity and other data security threats. This cybersecurity program is based in part on, and its effectiveness is measured using, the Payment Card Industry Data Security Standard (“PCI DSS”), the National Institute of Standard and Technology (“NIST”), and the System and Organization Controls (“SOC”), all of which are integrated into our overall enterprise risk management program. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes.

In furtherance of detecting, identifying, classifying and mitigating cybersecurity and other data security threats including such threats associated with our use of any third-party vendors. We also:

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assess baseline configuration standards to meet the intent and effectiveness for overall safety and security (both logically and physically) of critical system components;

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track asset inventory for relevant system components;

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maintain network connection arrangement documents;

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limit access rights to system components to authorized personnel, with end-users being granted access in accordance with stated access rights;

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deploy anti-virus and managed detection and response (“MDR”) solutions on applicable system components, which are enabled for automatic updates and configured for conducting proactive scans;

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provision and harden critical system resources;

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use internal and external vulnerability scanning procedures, along with network layer and anti-hacking tests;

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facilitate requests for validation of baseline configurations for purposes of regulatory compliance assessments and audits;

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provide cybersecurity training for employees;

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perform Quarterly User Access Reviews (“UAR”); and

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have established an Artificial Intelligence (“AI”) and Generative AI usage policy to establish guidelines for the acceptable and responsible use of AI and Generative AI tools by employees, contractors, and authorized third parties.

Conducting our business involves the collection, storage, use, disclosure, processing, transfer, and other handling of a wide variety of information, including personally identifiable information, for various purposes in our businesses. Like

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other comparable-sized companies that process a wide variety of information, our information technology systems, networks and infrastructure and technology have been, and may in the future be, vulnerable to cybersecurity attacks and other data security threats. As of the date of this Form 10-K, we do not believe any risks from cybersecurity threats have materially affected or are reasonably likely to materially affect us, including our results of operations or financial condition. However, cybersecurity attacks are constantly evolving, may be difficult to detect quickly, and often are not recognized until after they have been launched against a target. For example, the emergence of AI has provided additional tools for those who perpetrate these attacks, including through social engineering, the development of customized malware, and an enhanced ability to evade detection. Despite our security measures, there can be no assurance that we, or the third-party vendors, with which we interact, will not experience a cybersecurity incident in the future that will materially affect us. For more information about these and other cybersecurity risks faced by us, see Part 1. Item 1A. Risk Factors.

Our Board has ultimate oversight for risks relating to our data security plan. In addition, the Board has delegated primary responsibility to the Audit Committee for assessing and managing data privacy and cybersecurity risks, reviewing data security and cybersecurity policies and processes with respect to data privacy and cybersecurity risk assessment and management, reviewing steps management has taken to monitor and control such risks, and regular inquires with our management team, internal auditors and independent auditors in connection therewith. The Audit Committee also considers the evolution of different cybersecurity threats, including through AI. The Audit Committee is also responsible for overseeing our investigation of, and response to, any cybersecurity attacks or threats.

We also have a dedicated team of employees overseeing our data security plan and initiatives, led by our Vice President of Information Systems (who has over thirty years’ experience working in cyber and information security related roles with mid-size as well as large companies), that works directly in consultation with internal and external advisors in connection with these efforts. We engage such external advisors to assist with the evaluation of our technology, security, critical risk areas and related controls to improve our ability to identify and detect, protect against, and recover from, cybersecurity incidents and other evolving threats and to appropriately benchmark against industry practices.

We have developed a procedure by which the Board and management are informed about and monitor the prevention, detection, mitigation and remediation of cybersecurity incidents. Our Incident Response Team, comprised of representatives of different departments within the Company, including the Vice President of Information Systems, works to identify cybersecurity-related incidents, and reports such incidents, along with any pertinent recommendations to update cybersecurity policies and procedures, to our management team. Our management team reports to the Audit Committee, on a quarterly basis and more frequently as needed on such matters. The Audit Committee and management also provide an annual report to the Board on pertinent cybersecurity matters.

Item 2. Properties

We own 165,000 acres in Northwest Florida. A portion of our land is within the Sector Plan that entitles or gives legal rights for us to originally develop over 170,000 residential dwelling units, over 22 million square feet of retail, commercial and industrial space and over 3,000 hotel rooms on lands within Florida’s Bay and Walton counties. We also have additional entitlements, or legal rights, to develop acreage outside of the Sector Plan. Approximately 87% of our real estate is located in Florida’s Bay, Gulf, and Walton counties. Approximately 90% of our real estate land holdings are located within fifteen miles of the Gulf. Undeveloped land is managed as forestry land until designated for development. We anticipate a wide range of residential, hospitality and commercial uses on these land holdings. We have operating assets and projects under development in our residential, hospitality, and commercial segments. For more information on our real estate assets and related encumbrances, see “Item 1. Business” and “Schedule III (Consolidated) - Real Estate and Accumulated Depreciation” included in Item 15 of this Form 10-K for further information. In addition to the properties we own, we have investments in unconsolidated JVs that own properties such as the Latitude Margaritaville Watersound JV that includes the Latitude Margaritaville Watersound community.

In our residential segment, we primarily develop communities into homesites for sale to homebuilders and on a limited basis to retail customers. As of December 31, 2025, we had homesites completed and under development, engineering or in conceptual planning in twenty-two separate communities. These include the Bayside at Ward Creek,

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Breakfast Point East, Breakwater at Ward Creek, College Station, East Lake Creek, East Lake Powell, Lake Powell, Park Place, Pigeon Creek, Salt Creek at Mexico Beach, Salt Grass at Ward Creek, SouthWood, Teachee, Titus Park, Watersound Camp Creek, Watersound Origins, Watersound Origins West, West Bay Creek, West Laird, WindMark Beach and other Northwest Florida communities.

In our hospitality segment, we own the Watersound Beach Club; Camp Creek golf course and amenities; Shark’s Tooth golf course and tennis center; The Third golf course; and Origins golf course, as well as other club amenities that are situated in or near our residential communities. We own the WaterColor Inn, The Pearl Hotel, Camp Creek Inn, Hilton Garden Inn Panama City Airport, Homewood Suites by Hilton Panama City Beach, Home2 Suites by Hilton Santa Rosa Beach, and the Watersound Inn, along with nearby retail and commercial space. With our JV partners, we own The Lodge 30A and the Embassy Suites by Hilton Panama City Beach Resort. We own additional properties in Panama City Beach, Florida that we operate as rental property. We own two marinas. We also own Hotel Indigo Panama City Marina and Harrison’s Kitchen & Bar, both on leased land in downtown Panama City.

In our commercial segment, we own, or jointly own, the properties used in our operations and have properties under construction that will be used in our operations, which include multi-family, self-storage, retail, office, industrial and commercial property. These commercial properties are located in Beckrich Office Park, where we are headquartered, North Bay Landing, WindMark Beach, VentureCrossings, Watersound Town Center, Watersound West Bay Center, Florida State University (“FSU”)/Tallahassee Memorial Hospital (“TMH”) Medical Campus and other Northwest Florida locations. In addition, with our JV partners we own Pier Park North, Pier Park Crossings, Pier Park Crossings Phase II, Watersound Origins Crossings and Mexico Beach Crossings.

Item 3. Legal Proceedings

For information regarding legal proceedings, see Note 19. Commitments and Contingencies included in Item 15 of this Form 10-K for additional information.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

As of February 23, 2026, we had approximately 569 registered holders of record of our common stock. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “JOE.”

In 2025, we paid quarterly cash dividends of $0.14 per share on our common stock in each of the first three quarters, and $0.16 per share in the fourth quarter ($0.58 per share in the aggregate). In 2024, we paid quarterly cash dividends of $0.12 per share on our common stock in the first and second quarters, and $0.14 per share on our common stock in the third and fourth quarters ($0.52 per share in the aggregate). In 2023, we paid quarterly cash dividends of $0.10 per share on our common stock in the first and second quarters, and $0.12 per share on our common stock in the third and fourth quarters ($0.44 per share in the aggregate). While we expect to continue to pay quarterly dividends, the declaration and payment of any future dividends will be at the discretion of our Board after taking into account various factors, including without limitation, our financial condition, earnings, capital requirements of our business, the terms of any credit agreements or indentures, to which we may be a party to at the time, legal requirements, industry practice, and other factors that our Board deems relevant. Past payments of dividends should not be construed as a guarantee of payment or declaration of future dividends in the same amount or at all. See Part I. Item 1A. Risk Factors – General Risks – We cannot assure you that we will not make changes to our existing capital allocation plan, including whether we will continue to pay dividends at the current rate or at all.

The following performance graph compares our cumulative shareholder returns for the period from December 31, 2020 through December 31, 2025, assuming $100 was invested on December 31, 2020, in our common stock, in the S&P SmallCap 600 Index, and a custom real estate peer group (the “Custom Real Estate Peer Group”). The Custom Real Estate Peer Group is composed of Alexander & Baldwin Inc. (ALEX), CTO Realty Growth, Inc. (CTO), Five Point Holdings, LLC (FPH), Howard Hughes Holdings, Inc. (HHH), Maui Land & Pineapple Company, Inc. (MLP), Stratus Properties Inc. (STRS) and Tejon Ranch Co. (TRC). Total returns shown assume that dividends are reinvested. Total return for the Custom Real Estate Peer Group is weighted based on the issuers’ respective market capitalization at the beginning of each period for which a return is indicated. The stock price performance shown below is not necessarily indicative of future price performance.

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		12/31/2020			12/31/2021			12/31/2022			12/31/2023			12/31/2024			12/31/2025
The St. Joe Company		$	100		$	123.45		$	92.49		$	145.33		$	109.52		$	146.41
S&P SmallCap 600 Index		$	100		$	126.82		$	106.40		$	123.48		$	134.22		$	142.30
Custom Real Estate Peer Group		$	100		$	131.99		$	99.97		$	111.69		$	110.08		$	117.89

Stock Repurchase Program

Our Board has approved the Stock Repurchase Program, pursuant to which we are authorized to repurchase shares of our common stock. The program has no expiration date. In February 2025, the Board increased the total authorization under the Stock Repurchase Program to $100.0 million. As of December 31, 2025, we had a total authority of $60.0 million available for repurchase of shares of our common stock outstanding. We may repurchase our common stock in open market purchases from time to time, in privately negotiated transactions or otherwise, pursuant to Rule 10b-18 under the Exchange Act. The timing and amount of any additional stock to be repurchased will depend upon a variety of factors. Repurchases may be commenced or suspended at any time or from time to time without prior notice. The program will continue until otherwise modified or terminated by our Board at any time in its sole discretion.

The following table provides information on our repurchase of common stock during the three months ended December 31, 2025:


							Total Number of Shares		Maximum Dollar Value of
							Purchased as Part of		Stock that May Yet Be
		Total Number of		Average Price			Publicly Announced		Purchased Under the
Period		Shares Purchased		Paid per Share^(a)			Plans or Programs		Plans or Programs
									In Millions
October 1-31, 2025		78,300		$	48.55		78,300		$	71.3
November 1-30, 2025		23,573			59.40		23,573			69.9
December 1-31, 2025		161,650			61.31		161,650			60.0
Total		263,523		$	57.35		263,523		$	60.0

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(a)	Excludes excise tax. As part of the Inflation Reduction Act of 2022 (the “IRA”), a 1% excise tax was imposed on stock repurchases in excess of issuances effective January 1, 2023.

Item 6. Reserved

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying audited consolidated financial statements and the related notes included in this Form 10-K. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements are forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including the risks and uncertainties described in “Risk Factors” in this Form 10-K. Our actual results may differ materially from those contained in or implied by any forward-looking statements. We assume no obligation to revise or publicly release any revision to any forward-looking statements contained in this Form 10-K, unless required by law.

Business Overview

St. Joe is a diversified real estate development, asset management and operating company with all of its real estate assets and operations in Northwest Florida. We intend to use existing assets for residential, hospitality and commercial ventures. We have significant residential and commercial land-use entitlements. We actively seek higher and better uses for our real estate assets through a range of development activities. As part of our core business strategy, we have created a meaningful portion of our business through JVs. We enter into these arrangements for the purposes of developing real estate and other business activities, which we believe allows us to complement our growth strategy, leverage industry expertise and diversify our business. We may partner with or explore the sale of discrete assets, such as our sale of a senior living community property in September 2025, in order to optimize resource allocation and maximize value. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information. We seek to continue to enhance the value of our owned real estate assets by developing residential, hospitality and commercial projects to meet market demand. Approximately 87% of our real estate is located in Florida’s Bay, Gulf, and Walton counties. Approximately 90% of our real estate land holdings are located within fifteen miles of the Gulf.

We believe our present capital structure, liquidity and land provide us with years of opportunities to increase recurring revenue and long-term value for our shareholders. We intend to continue to focus on our core business activity of real estate development, asset management and operations by developing long-term, scalable residential communities, growing our hospitality offerings and expanding our portfolio of income producing commercial properties. We continue to develop a broad range of asset types that we believe will provide acceptable rates of return, grow recurring revenues and support future business. Capital commitments will be funded with cash proceeds from completed projects, existing cash, owned-land, partner capital and financing arrangements. These investments are made with a long-term value creation perspective. Timing of projects may be subject to delays caused by factors beyond our control. We may also choose to operate rather than lease assets, lease rather than sell assets, or sell improved rather than unimproved land that may delay revenue and profits.

Our real estate investment strategy focuses on projects that meet long-term risk-adjusted return criteria. Our practice is to only incur such expenditures when our analysis indicates that a project will generate a return equal to or greater than the threshold return over its life.

Highlights for the year ended December 31, 2025 compared to the year ended December 31, 2024 include:

●

Net income attributable to the Company increased by 55.8% to $115.6 million, or $2.00 per share, during 2025, from $74.2 million, or $1.27 per share, in 2024.

●

Total revenue in 2025 increased by 27.4%, to $513.2 million from $402.7 million in 2024. Real estate revenue increased by 63.5% to $234.2 million during 2025. Hospitality revenue increased by 8.1% to a record of $215.4 million during 2025. Leasing revenue increased by 5.5% to a record of $63.6 million during 2025.

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●

In 2025, we funded $108.1 million in capital expenditures, paid $33.6 million in cash dividends, repurchased $40.0 million of our common stock and repaid a net amount of $46.6 million of debt.

●

Cash and cash equivalents balance increased by $40.8 million to $129.6 million as of December 31, 2025, as compared to $88.8 as of December 31, 2024.

Market Conditions

While macroeconomic factors such as uncertainty over tariffs, inflation, elevated interest rates and higher insurance costs for consumers and overall consumer confidence, among other things, continued to produce economic headwinds and impacted buyer sentiment in many parts of the country, our segments continued to generate positive financial results throughout 2025. We believe this is primarily due to the continued growth of Northwest Florida as a result of net migration, which we attribute to the region’s high quality of life, natural beauty and outstanding amenities.

While elevated interest rates, market conditions in their home states and higher insurance costs have negatively impacted or delayed the ability of some buyers to obtain financing or sell their existing home in their home state, the impact has been partially offset by the net migration into our markets and the number of cash buyers. Market conditions have also not caused an increase in cancellation rates as homebuilders have continued to perform on their contractual obligations with us.

Given our diverse portfolio of residential holdings, the mix of sales and pricing from different communities may impact revenue and margins period over period, as discussed in more detail below. Further discussion of the potential impacts on our business from the current macroeconomic environment are included in Part I. Item 1A. Risk Factors.

Reportable Segments

We conduct primarily all of our business in the following three reportable segments: 1) residential, 2) hospitality and 3) commercial.

The following table sets forth the relative contribution of these reportable segments to our consolidated operating revenue:


		Year Ended December 31,
		2025		2024		2023
Segment Operating Revenue
Residential		32.2	%	29.1	%	40.0	%
Hospitality		43.0	%	50.3	%	39.7	%
Commercial		23.2	%	19.5	%	19.1	%
Other		1.6	%	1.1	%	1.2	%
Consolidated operating revenue		100.0	%	100.0	%	100.0	%

For more information regarding our reportable segments, see Note 18. Segment Information included in Item 15 of this Form 10-K for additional information.

Residential Segment

Our residential segment typically plans and develops residential communities of various sizes across a wide range of price points and sells homesites to homebuilders or retail consumers. Our residential segment also evaluates opportunities to enter into JV agreements for specific communities such as Latitude Margaritaville Watersound.

The residential segment generates revenue from sales of homesites, homes and other residential land and certain homesite residuals from homebuilder sales that provide us a percentage of the sale price of the completed home if the home price exceeds a negotiated threshold. Revenue is recognized at the point in time when a sale is closed and title and control has been transferred to the buyer. The residential segment also generates revenue from the sale of tap and impact fee credits, marketing fees and other fees on certain transactions. Certain homesite residuals and other revenue related to

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homebuilder homesite sales are recognized in revenue at the point in time of the closing of the sale. The residential segment incurs cost from direct costs (e.g., development and construction costs), selling costs and other indirect costs. Cost of real estate revenue excludes depreciation, depletion and amortization expense.

Our residential segment includes the Bayside at Ward Creek, Breakfast Point East, Breakwater at Ward Creek, College Station, Park Place, Salt Creek at Mexico Beach, Salt Grass at Ward Creek, Titus Park, Watersound Camp Creek, Watersound Origins, Watersound Origins West and WindMark Beach communities, which are large scale, multi-phase communities with current development activity, sales activity or future phases. Homesites in these communities are developed based on market demand and sold primarily to homebuilders and on a limited basis to retail customers.

The East Lake Creek, East Lake Powell, Lake Powell, Pigeon Creek, Teachee, West Bay Creek and West Laird communities have phases of homesites in preliminary planning or permitting. Homesites in these communities will be developed based on market demand.

The SummerCamp Beach community has homesites available for sale and along with the RiverCamps and SouthWood communities, have additional lands for future development.

The Latitude Margaritaville Watersound community is a planned 55+ active adult residential community in Bay County, Florida. The community is located near the Intracoastal Waterway with convenient access to the Northwest Florida Beaches International Airport. The community is being developed through our unconsolidated Latitude Margaritaville Watersound JV with our partner Minto Communities USA, a homebuilder and community developer, and is estimated to include approximately 3,700 residential homes, which are being developed in smaller increments of discrete neighborhoods. As of December 31, 2025, the unconsolidated Latitude Margaritaville Watersound JV has completed 2,190 home sale transactions of the total estimated 3,700 homes planned in the community and had 149 homes under contract, which are expected to result in a sales value to the JV of approximately $88.8 million at closing of the homes. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.

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The residential homesite pipeline by community/project are as follows:


		Residential Homesite Pipeline^(a)
		Platted or		Additional
		Under	Engineering	Entitlements with
Community/Project	Location	Development	or Permitting	Concept Plan	Total
Breakfast Point East^(b)	Bay County, FL	86	85	142	313
College Station	Bay County, FL	59	—	209	268
East Lake Creek^(b)	Bay County, FL	—	4	196	200
East Lake Powell^(c)	Bay County, FL	—	—	360	360
Lake Powell^(d)	Bay County, FL	—	327	1,025	1,352
Latitude Margaritaville Watersound ^{(d) (e)}	Bay County, FL	908	627	—	1,535
Salt Creek at Mexico Beach^(b)	Bay County, FL	—	147	180	327
Park Place	Bay County, FL	173	—	—	173
Pigeon Creek^(d)	Bay County, FL	—	—	3,330	3,330
RiverCamps^(c)	Bay County, FL	—	—	149	149
SouthWood^(f)	Leon County, FL	—	—	920	920
SummerCamp Beach^(b)	Franklin County, FL	15	—	260	275
Teachee^(d)	Bay County, FL	—	106	1,644	1,750
Titus Park	Bay County, FL	65	125	439	629
Bayside at Ward Creek^(d)	Bay County, FL	156	178	—	334
Breakwater at Ward Creek^(d)	Bay County, FL	—	95	—	95
Salt Grass at Ward Creek^(d)	Bay County, FL	137	307	—	444
Watersound Camp Creek^(f)	Walton County, FL	18	—	—	18
Watersound Origins^(f)	Walton County, FL	68	—	—	68
Watersound Origins West^(d)	Walton County, FL	104	276	2,841	3,221
West Bay Creek^(d)	Bay County, FL	—	—	5,250	5,250
West Laird^(d)	Bay County, FL	—	1,068	1,117	2,185
WindMark Beach^(f)	Gulf County, FL	224	155	329	708
Total Homesites		2,013	3,500	18,391	23,904

(a)	The number of homesites are preliminary and are subject to change. Includes homesites platted or currently in concept planning, engineering, permitting or development. We have significant additional entitlements for future residential homesites on our land holdings.

(b)	Planned Unit Development (“PUD”).

(c)	Development Agreement (“DA”).

(d)	Detailed Specific Area Plan (“DSAP”).

(e)	The unconsolidated Latitude Margaritaville Watersound JV builds and sells homes in this community.

(f)	Development of Regional Impact (“DRI”).

In addition to the communities listed above, we have a number of other residential project concepts in various stages of planning and evaluation.

As of December 31, 2025, we had eighteen different homebuilders within our residential communities. As of December 31, 2025, we had 1,992 residential homesites under contract, which are expected to result in revenue of approximately $143.5 million, plus residuals, at closing of the homesites over the next several years. By comparison, as of December 31, 2024, we had 1,074 residential homesites under contract, which were expected to result in revenue of approximately $102.0 million, plus residuals. The change in homesites under contract is due to homesite transactions during 2025, new contracts, including a long-term contract totaling approximately 650 undeveloped homesites within the SouthWood community, and the amount of remaining homesites in current phases of the residential communities. Homesite prices vary significantly by community and often sell in concentrated transactions that may impact period over period results. As of December 31, 2025, in addition to the 1,992 homesites under contract in other residential communities, our unconsolidated Latitude Margaritaville Watersound JV had 149 homes under contract, which together with the 1,992 homesites are expected to result in a sales value of approximately $232.3 million at closing of the homesites and homes.

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Hospitality Segment

Our hospitality segment features a private membership club (the “Watersound Club”), hotel operations, food and beverage operations, golf courses, beach clubs, retail outlets, gulf-front vacation rentals, marinas and other entertainment offerings. The hospitality segment generates revenue from membership sales, golf courses, lodging at our hotels, short-term vacation rentals, food and beverage operations, merchandise sales, marina operations (including boat slip rentals, boat storage fees and fuel sales), other resort and entertainment activities and beach clubs, which includes food and beverage operations of the WaterColor Beach Club. Hospitality revenue is generally recognized at the point in time services are provided and represent a single performance obligation with a fixed transaction price. Hospitality revenue recognized over time includes non-refundable club membership initiation fees, club membership dues and other membership fees. The hospitality segment incurs costs from the services and goods provided, personnel costs, maintenance of the facilities and holding costs of the assets. From time to time, we may explore the sale of certain hospitality properties, the development of new hospitality properties, as well as new entertainment and management opportunities. Our hospitality segment may also generate revenue from the sale of operating properties. Real estate sales in our hospitality segment incur costs of revenue directly associated with the land, development, construction and selling costs. Cost of hospitality revenue and cost of real estate revenue exclude depreciation, depletion and amortization expense. Some of our JV assets and other assets incur interest and financing expenses related to the loans as described in Note 9. Debt, Net included in Item 15 of this Form 10-K.

Watersound Club provides club members access to our member facilities, which include the Watersound Beach Club, Camp Creek golf course and amenities, Shark’s Tooth golf course and tennis center and The Third golf course, which opened in November 2024. In addition, in June 2024, we opened The Sporting Preserve, a 12-stand sporting clays course. Watersound Club offers different types of club memberships, each with different access rights and associated fee structures. Watersound Club is focused on creating an outstanding membership experience combined with the luxurious aspects of a destination resort. Watersound Beach Club located on Scenic Highway 30A with over one mile of Gulf frontage, has two resort-style pools, two restaurants, three bars, kid’s room and a recreation area. Camp Creek includes an 18-hole golf course, a full club house, health and wellness center, three restaurants, a tennis and pickle ball center, a resort-style pool complex with separate adult pool, a golf teaching academy, pro shop and multi-sport fields. Shark’s Tooth includes an 18-hole golf course, tennis center, a full club house, a pro shop, as well as two food and beverage outlets. The Third includes an 18-hole golf course. Guests of some of our hotels also have access to certain Watersound Club amenities.

Watersound Origins amenities include a resort-style pool, fitness center, pickle ball courts and tennis courts located in the community. Access to these amenities is reserved to Watersound Origins, Watersound Origins West and Watersound Villas on the Fairway members consisting of the communities’ residents. In addition, an executive golf course located in the community is available to residents and for public play.

We own and operate the award-winning WaterColor Inn (which includes the Fish Out of Water restaurant) and The Pearl Hotel (which includes the Havana Beach Bar & Grill restaurant); the Camp Creek Inn, the Hilton Garden Inn Panama City Airport, the Homewood Suites by Hilton Panama City Beach, the Hotel Indigo Panama City Marina, the Home2 Suites by Hilton Santa Rosa Beach, the Watersound Inn and two gulf-front vacation rental houses. With our JV partners, we own and operate The Lodge 30A and the Embassy Suites by Hilton Panama City Beach Resort. We also operate the WaterColor Beach Club, which includes food and beverage operations and other hospitality related activities, such as beach chair rentals.

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Our hotel portfolio by property is as follows:


Hotel	Location	Rooms^(a)
Camp Creek Inn^(b)	Walton County, FL	75
WaterColor Inn	Walton County, FL	67
The Pearl Hotel	Walton County, FL	55
Watersound Inn	Walton County, FL	11
The Lodge 30A ^{(c) (d)}	Walton County, FL	85
Home2 Suites by Hilton Santa Rosa Beach ^(b)	Walton County, FL	107
Embassy Suites by Hilton Panama City Beach Resort^{(d) (e)}	Bay County, FL	255
Hilton Garden Inn Panama City Airport	Bay County, FL	143
Homewood Suites by Hilton Panama City Beach	Bay County, FL	131
Hotel Indigo Panama City Marina^(b)	Bay County, FL	124
TownePlace Suites by Marriott Panama City Beach Pier Park^(f)	Bay County, FL	124
Residence Inn Panama City Beach Pier Park^(g)	Bay County, FL	121
Total rooms		1,298

(a)	Includes hotels currently in operation. We have significant additional entitlements for future hotel projects on our land holdings.

(b)	The hotel opened in June 2023.

(c)	The hotel opened in February 2023.

(d)	Property is related to a consolidated JV. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.

(e)	The hotel opened in April 2023.

(f)	The hotel is operated by our JV partner. Pier Park TPS, LLC, (the “Pier Park TPS JV”) is unconsolidated and is accounted for using the equity method, which is included within our commercial segment. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.

(g)

The hotel, which opened in April 2024, is operated by our JV partner. Pier Park RI, LLC, (the “Pier Park RI JV”) is unconsolidated and is accounted for using the equity method, which is included within our commercial segment. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.

We own and operate two marinas, the Point South Marina Bay Point in Bay County, Florida and Point South Marina Port St. Joe in Gulf County, Florida. We are planning new marinas along the Intracoastal Waterway.

We also own and operate retail stores, two standalone restaurants and other entertainment assets.

In addition to the properties listed above, we have a number of hospitality projects in various stages of planning.

Commercial Segment

Our commercial segment includes leasing of commercial property, multi-family, self-storage and other assets, as well as senior living prior to the sale of the SJWCSL, LLC’s (“Watercrest JV”) senior living community property in September 2025. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information. The commercial segment also oversees the planning, development, entitlement, management and sale of our commercial and forestry land holdings for a variety of uses, including a broad range of retail, office, hotel, senior living, multi-family, self-storage and industrial properties. We believe the diversity of our commercial segment complements the growth of our residential and hospitality segments. We provide development opportunities for national, regional and local retailers and other strategic partners in Northwest Florida. We own and manage retail shopping centers and develop commercial parcels. We are currently developing the Watersound Town Center in Walton County, Florida and Watersound West Bay Center in Bay County, Florida. These lifestyle centers are complementary to the Watersound Origins, Watersound Origins West and Latitude Margaritaville Watersound residential communities. In conjunction with FSU and TMH, we are in the process of developing an 87-acre medical campus in Panama City Beach, Florida, the first building of which opened in July 2024. We have large land holdings near the Pier Park retail center, adjacent to the Northwest Florida Beaches International Airport, near or within business districts in the region and along major roadways. We lease land for various other uses. The commercial segment manages our timber holdings in Northwest Florida, which includes growing and selling pulpwood, sawtimber and other products.

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The commercial segment generates leasing revenue and incurs leasing expenses primarily from maintenance and management of our properties, personnel costs and asset holding costs. Our commercial segment generates revenue from the sale of developed and undeveloped land, timber holdings or land with limited development and/or entitlements and the sale of commercial operating properties. Real estate sales in our commercial segment incur costs of revenue directly associated with the land, development, construction, timber and selling costs. Our commercial segment generates timber revenue primarily from open market sales of timber on site without the associated delivery costs. Cost of leasing revenue and cost of real estate revenue exclude depreciation, depletion and amortization expense. Some of our JV assets and other assets incur interest and financing expenses related to loans as described in Note 9. Debt, Net included in Item 15 of this Form 10-K.

Total units and percentage leased for multi-family and senior living communities by location are as follows:


			December 31, 2025				December 31, 2024				December 31, 2023
					Percentage				Percentage				Percentage
					Leased				Leased				Leased
		Units	Units	Units	of Units		Units	Units	of Units		Units	Units	of Units
	Location	Planned^(a)	Completed	Leased	Completed		Completed	Leased	Completed		Completed	Leased	Completed
Multi-family
Pier Park Crossings^(b)	Bay County, FL	240	240	229	95	%	240	216	90	%	240	226	94	%
Pier Park Crossings Phase II ^(b)	Bay County, FL	120	120	109	91	%	120	111	93	%	120	118	98	%
Watersound Origins Crossings^(b)	Walton County, FL	217	217	198	91	%	217	202	93	%	217	193	89	%
North Bay Landing ^(c)	Bay County, FL	240	240	218	91	%	240	220	92	%	240	222	93	%
Mexico Beach Crossings^(b) ^(d)	Bay County, FL	216	216	202	94	%	216	151	70	%	216	76	35	%
Watersound Villas on the Fairway ^(e)	Walton County, FL	40	40	10	25	%	64	44	69	%	64	46	72	%
WindMark Beach^(f)	Gulf County, FL	31	31	22	71	%	31	17	55	%	31	12	39	%
Total multi-family units^(g)		1,104	1,104	988	89	%	1,128	961	85	%	1,128	893	79%	%

Senior living communities
Watercrest^{(b) (h)}	Walton County, FL	N/A	N/A	N/A	N/A	%	107	103	96	%	107	106	99	%
Watersound Fountains⁽ⁱ⁾	Walton County, FL	148	148	69	47	%	148	39	26	%	—	—	N/A	%
Total senior living units		148	148	69	47	%	255	142	56	%	107	106	99	%
Total units		1,252	1,252	1,057	84	%	1,383	1,103	80	%	1,235	999	81	%

(a)	We have additional multi-family communities in various stages of planning.

(b)	Property is related to a consolidated JV. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.

(c)	Construction was completed in the second quarter of 2023.

(d)	Construction was completed in the fourth quarter of 2023.

(e)	Construction was completed in the first quarter of 2023. In January 2025, the community was platted as individual units, which created the ability to sell them individually. We are no longer entering into new leases. During 2025, we sold 24 townhomes, included within our residential segment.

(f)	Renovation of 19 units for long-term rental use was completed in the second half of 2023.

(g)

All multi-family communities are managed by our unconsolidated JV, Watersound Management, LLC (the “Watersound Management JV”). The Watersound Management JV is unconsolidated and is accounted for using the equity method. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.

(h)	In September 2025, the Watercrest JV sold its senior living community property to a third party and ceased operating activities. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.

(i)

The community opened in March 2024. The senior living community is operated by our JV partner. WOSL, LLC, (the “Watersound Fountains Independent Living JV”) is unconsolidated and is accounted for using the equity method. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.

Our leasing portfolio consists of approximately 1,174,000 square feet of leasable space for mixed-use, retail, industrial, office, self-storage and medical uses. Through separate unconsolidated JVs, other commercial properties that are operated by our JV partners include a 124-room TownePlace Suites by Marriott (Pier Park TPS JV), a 121-room

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Residence Inn (Pier Park RI JV), a Busy Bee branded fuel station and convenience store, which includes a Starbucks, (SJBB, LLC, the “Busy Bee JV”) and a golf cart sales and service facility (SJECC, LLC, the “Electric Cart Watersound JV”), all located in Bay County, Florida.

The total net leasable square feet and percentage leased of leasing properties are as follows:


		December 31, 2025			December 31, 2024			December 31, 2023
		Net			Net			Net
		Leasable			Leasable			Leasable
		Square	Percentage		Square	Percentage		Square	Percentage
	Location	Feet*	Leased		Feet*	Leased		Feet*	Leased
Pier Park North^(a)	Bay County, FL	320,310	100	%	320,310	100	%	320,310	100	%
VentureCrossings	Bay County, FL	303,605	100	%	303,605	100	%	303,605	98	%
Watersound Town Center^{(b) (c)}	Walton County, FL	149,210	98	%	155,962	86	%	137,921	83	%
Beckrich Office Park^{(c) (d)}	Bay County, FL	80,675	87	%	78,322	90	%	78,322	93	%
FSU/TMH Medical Campus^(e)	Bay County, FL	78,670	100	%	78,670	100	%	—	N/A	%
Watersound Self-Storage	Walton County, FL	67,694	93	%	67,694	90	%	67,694	92	%
WindMark Beach Town Center^{(c) (f)}	Gulf County, FL	44,748	57	%	44,748	71	%	44,748	71	%
Cedar Grove Commerce Park	Bay County, FL	19,389	100	%	19,389	100	%	19,389	100	%
WaterColor Town Center^{(c) (g)}	Walton County, FL	17,560	96	%	22,199	75	%	22,199	100	%
Port St. Joe Commercial	Gulf County, FL	16,964	100	%	16,964	100	%	16,964	100	%
Beach Commerce Park^(c)	Bay County, FL	14,800	100	%	14,800	100	%	14,800	100	%
South Walton Commerce Park	Walton County, FL	11,570	100	%	11,570	100	%	11,570	100	%
Watersound Gatehouse^(c)	Walton County, FL	10,271	87	%	10,271	87	%	10,271	100	%
Other^(h)	Bay, Gulf and Walton Counties, FL	38,574	100	%	37,590	100	%	34,224	100	%
		1,174,040	96	%	1,182,094	95	%	1,082,017	95	%

*	Net Leasable Square Feet is designated as the current square feet available for lease as specified in the applicable lease agreements plus management’s estimate of space available for lease based on construction drawings.

(a)	Property is related to a consolidated JV. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.

(b)

An additional building was completed in the second quarter of 2024 and construction of additional leasing space was completed in 2023. As of December 31, 2025, we occupied 6,752 square feet for our real estate brokerage, title insurance agency and insurance agency businesses, which is excluded from net leasable square feet. Included in net leasable square feet as of December 31, 2025, 2024 and 2023, is 1,200 square feet leased to an unconsolidated JV. Included in net leasable square feet as of December 31, 2024, is 6,752 square feet within our residential segment. Included in net leasable square feet as of December 31, 2024 and 2023, is 2,137 square feet leased to a consolidated JV.

(c)	In addition to net leasable square feet, there is also space that we occupy or that serves as common area.

(d)

We occupied approximately 22,556 square feet as of December 31, 2025 and 24,000 square feet as of each December 31, 2024 and 2023 as our headquarters, which is excluded from net leasable square feet. Included in net leasable square feet as of December 31, 2024 and 2023, is 1,500 square feet leased to a consolidated JV.

(e)	A medical office building was completed in the third quarter of 2024.

(f)	Included in net leasable square feet as of December 31, 2025 is 5,658 square feet and 13,808 square feet as of each December 31, 2024 and 2023, of unfinished space.

(g)	As of December 31, 2025, we occupied 4,639 square feet for our real estate brokerage business, which is excluded from net leasable square feet. As of December 31, 2024, a portion of vacant space was being held as a future office for our new real estate brokerage business.

(h)	Includes various other properties, each with less than 10,000 net leasable square feet.

We have commercial projects under development and construction as detailed in the table below. In addition to these properties, we have other commercial buildings and sites in various stages of planning and development.

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		December 31, 2025
	Location	Completed Square Feet	Square Feet Under Construction	Additional Planned Square Feet	Total Square Feet*
Watersound Town Center^(a)	Walton County, FL	155,962	12,925	231,113	400,000
Watersound West Bay Center	Bay County, FL	3,366	81,628	415,006	500,000
FSU/TMH Medical Campus	Bay County, FL	78,670	—	241,330	320,000
		237,998	94,553	887,449	1,220,000

*	Total square feet are based on current estimates and are subject to change.

(a)	We occupy 6,752 square feet of the completed space for our real estate brokerage, title insurance agency and insurance agency businesses.

Results of Operations

Consolidated Results

The following table sets forth a comparison of the results of our operations:



	Year Ended December 31,
	2025		2024		2023

	In millions
Revenue:
Real estate revenue	$	234.2	$	143.2	$	186.0
Hospitality revenue		215.4		199.2		152.4
Leasing revenue		63.6		60.3		50.8
Total revenue		513.2		402.7		389.2
Expenses:
Cost of real estate revenue^(a)		115.3		70.3		88.0
Cost of hospitality revenue^(a)		148.5		136.4		122.2
Cost of leasing revenue^(a)		28.4		28.8		25.8
Corporate and other operating expenses^(a)		27.3		25.2		23.8
Depreciation, depletion and amortization		47.5		46.4		38.7
Total expenses		367.0		307.1		298.5
Operating income		146.2		95.6		90.7
Other income (expense):
Investment income, net		13.2		13.5		13.3
Interest expense		(30.5)		(33.6)		(30.6)
Equity in income from unconsolidated joint ventures		25.6		23.6		22.7
Other income (expense), net		0.6		(0.7)		3.9
Total other income, net		8.9		2.8		9.3
Income before income taxes		155.1		98.4		100.0
Income tax expense		(39.2)		(26.0)		(26.0)
Net income	$	115.9	$	72.4	$	74.0

(a)	Excluding depreciation, depletion and amortization, shown separately above.

Results of operations in this Form 10-K generally discusses 2025 and 2024 items and comparisons. For a detailed discussion of results of operations and comparisons for 2024 and 2023, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Form 10‑K for the year ended December 31, 2024 filed with the SEC on February 26, 2025.

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Real Estate Revenue and Gross Profit

The following table sets forth a comparison of our total consolidated real estate revenue and gross profit:



	2025		% ^(a)		2024		% ^(a)		2023		% ^(a)

	Dollars in millions
Revenue:
Residential real estate revenue	$	165.0	70.4	%	$	116.8	81.6	%	$	155.7	83.7	%
Commercial and forestry real estate revenue		57.1	24.4	%		18.0	12.6	%		21.3	11.5	%
Timber revenue		4.2	1.8	%		4.2	2.9	%		4.9	2.6	%
Other revenue		7.9	3.4	%		4.2	2.9	%		4.1	2.2	%
Real estate revenue	$	234.2	100.0	%	$	143.2	100.0	%	$	186.0	100.0	%

Gross profit:
Residential real estate	$	81.5	49.4	%	$	54.8	46.9	%	$	77.8	50.0	%
Commercial and forestry real estate		32.3	56.6	%		13.1	72.8	%		14.7	69.0	%
Timber		3.4	81.0	%		3.4	81.0	%		4.1	83.7	%
Other		1.7	21.5	%		1.6	38.1	%		1.4	34.1	%
Gross profit	$	118.9	50.8	%	$	72.9	50.9	%	$	98.0	52.7	%

(a)	Calculated percentage of total real estate revenue and the respective gross margin percentage.

Residential Real Estate Revenue and Gross Profit. During 2025, residential real estate revenue increased $48.2 million, or 41.3%, to $165.0 million, as compared to $116.8 million in 2024. During 2025, residential real estate gross profit increased $26.7 million, to $81.5 million (or gross margin of 49.4%), as compared to $54.8 million, (or gross margin of 46.9%) in 2024. During 2025, we sold 911 homesites, 25 homes and had an unimproved residential land sale of $0.9 million, compared to 912 homesites and no homes or unimproved residential land sales during 2024. During 2025 and 2024 the average base revenue, excluding homesite residuals, per homesite sold was approximately $137,000 and $108,000, respectively, due to the mix of sales from different communities. Homesite sales during 2024 also include the sale of 82 entitled but undeveloped homesites sold within the SouthWood community, compared to none in the current period. The revenue, gross profit and margin for each period was impacted by the difference in pricing among the communities, the difference in the cost of the development and the volume of sales within each of the communities. The number of homesites sold varied in each period due to the timing of homebuilder contractual closing obligations in our residential communities.

Commercial and Forestry Real Estate Revenue and Gross Profit. During 2025, we had sixteen commercial, hospitality and forestry real estate sales totaling approximately 351 acres for $57.1 million, resulting in a gross profit of $32.3 million (or gross margin of 56.6%). The commercial, hospitality and forestry real estate sales during 2025, included the sale of the Watercrest JV’s senior living community property for $41.0 million, resulting in a gross margin of approximately 47.2% and a commercial property used in hospitality operations for $1.4 million resulting in a gross margin of approximately 42.9%. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information. During 2024, we had eleven commercial and forestry real estate sales totaling approximately 634 acres for $18.0 million, resulting in a gross profit of $13.1 million (or gross margin of 72.8%).

Revenue from commercial and forestry real estate can vary significantly from period-to-period depending on the proximity to developed areas and mix of real estate sold in each period, with varying compositions of retail, office, industrial, timber and other commercial uses. Our gross margin can vary significantly from period-to-period depending on the characteristics of the property sold. Sales of forestry land typically have a lower cost basis than residential and commercial real estate sales. In addition, our cost basis in residential and commercial real estate can vary depending on the amount of development or other costs incurred on the property.

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Timber Revenue and Gross Profit. Timber revenue was $4.2 million during each of 2025 and 2024. There were 246,000 tons of wood products sold at an average price per ton of $16.02 during 2025, as compared to 256,000 tons of wood products sold at an average price per ton of $14.56, during 2024. Timber gross margin was 81.0% during both 2025 and 2024.

Other Revenue. Other revenue primarily consists of our real estate brokerage, title insurance agency and insurance agency business revenue and mitigation bank credit sales. Other revenue increased $3.7 million during 2025, compared to 2024, primarily due to our real estate brokerage business, which began operations in the second quarter of 2025.

Hospitality Revenue and Gross Profit


	Year Ended December 31,
	2025			2024			2023

	Dollars in millions
Hospitality revenue	$	215.4		$	199.2		$	152.4
Gross profit	$	66.9		$	62.8		$	30.2
Gross margin		31.1	%		31.5	%		19.8	%

Hospitality revenue increased $16.2 million, or 8.1% to $215.4 million during 2025, as compared to $199.2 million in 2024. The increase in hospitality revenue was primarily related to the increase in membership dues and membership ancillary spend, as well as The Third golf course, which opened in November 2024 and the renovated Shark’s Tooth clubhouse, which reopened in February 2025. The increase in revenue was also related to an increase in hotel operations. As of December 31, 2025, Watersound Club had 3,594 members, compared with 3,476 members as of December 31, 2024, a net increase of 118 members. As of both December 31, 2025 and 2024, we had 1,053 operational hotel rooms (excluding 245 hotel rooms related to unconsolidated JVs). Hospitality gross margin was 31.1% during 2025, compared to 31.5% during 2024. The decrease in gross margin was primarily due to ongoing operating costs for The Third golf course and reopening and ongoing operating costs of the Shark’s Tooth clubhouse during the current period.

Leasing Revenue and Gross Profit


	Year Ended December 31,
	2025			2024			2023

	Dollars in millions
Leasing revenue	$	63.6		$	60.3		$	50.8
Gross profit	$	35.2		$	31.5		$	25.0
Gross margin		55.3	%		52.2	%		49.2	%

Leasing revenue increased $3.3 million, or 5.5%, to $63.6 million during 2025, as compared to $60.3 million in 2024. The increase was primarily due to additional commercial property, multi-family and marina leases, partially offset by a decrease related to the Watercrest JV’s senior living community property, which was sold and ceased operating activities, and the sale of 24 townhomes in the Watersound Villas on the Fairway community in the current period. Leasing gross margin increased to 55.3% during 2025, as compared to 52.2% during 2024. The increase in leasing gross margin was primarily due to additional leases in the current period and the sale of the Watercrest JV’s senior living community property in September 2025, which operated with lower margins.

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Corporate and Other Operating Expenses


	Year Ended December 31,
	2025		2024		2023

	In millions
Employee costs	$	13.1	$	12.7	$	10.4
Property taxes and insurance		6.3		5.5		6.4
Professional fees		3.9		3.6		4.0
Marketing and owner association costs		1.3		1.0		1.0
Occupancy, repairs and maintenance		0.7		0.6		0.4
Other miscellaneous		2.0		1.8		1.6
Total corporate and other operating expenses^(a)	$	27.3	$	25.2	$	23.8

(a)	Excluding depreciation, depletion and amortization.

Corporate and other operating expenses increased $2.1 million, or 8.3%, to $27.3 million during 2025, as compared to $25.2 million in 2024. The increase was due to increased operating costs, primarily related to employee costs, property taxes, licenses, professional fees, marketing and owner association costs.

Depreciation, Depletion and Amortization

Depreciation, depletion and amortization expense increased $1.1 million during 2025, as compared to 2024, primarily due to new hospitality and commercial assets placed in service, partially offset by assets sold in the current period. Depreciation is a non-cash, generally accepted accounting principles (“GAAP”) expense, which is amortized over an asset’s useful life, while maintenance and repair expenses are period costs and expensed as incurred. See Note 2. Significant Accounting Policies included in Item 15 of this Form 10-K for additional information.

Investment Income, Net

Investment income, net primarily includes (i) interest, dividends and accretion income accrued or received on our cash, cash equivalents and other investments, (ii) interest income earned on the time deposit held by a special purpose entity and (iii) interest earned on notes receivable, the Company’s unimproved land contribution to the unconsolidated Latitude Margaritaville Watersound JV as home sales are transacted in the community and other receivables as detailed in the table below:


	Year Ended December 31,
	2025		2024		2023

	In millions
Interest, dividend and accretion income	$	3.7	$	3.8	$	3.6
Interest income from investments in special purpose entities		8.0		8.0		8.0
Interest earned on notes receivable and other interest		1.5		1.7		1.7
Total investment income, net	$	13.2	$	13.5	$	13.3

Investment income, net decreased $0.3 million during 2025, as compared to 2024, primarily due to less interest earned on the unimproved land contribution to our unconsolidated Latitude Margaritaville Watersound JV related to the decreased volume of home sales transacted in the community during the current period. The decrease was also due to lower yields on our cash, cash equivalents and other investments, partially offset by higher balances of cash, cash equivalents and other investments in the current period. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.

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Interest Expense

Interest expense primarily includes interest incurred on project financing, the Senior Notes issued by Northwest Florida Timber Finance, LLC (“Senior Notes”), Community Development District (“CDD”) debt and finance leases, as well as amortization of debt discount and premium and debt issuance costs as detailed in the table below:


	Year Ended December 31,
	2025		2024		2023

	In millions
Interest incurred for project financing and other interest expense	$	21.6	$	24.7	$	21.8
Interest expense and amortization of discount and issuance costs for Senior Notes issued by special purpose entity		8.9		8.9		8.8
Total interest expense	$	30.5	$	33.6	$	30.6

Interest expense decreased $3.1 million, or 9.2%, to $30.5 million in 2025, as compared to $33.6 million in 2024. The decrease in interest expense is due to repayment of project financing and a decrease in interest rates from the prior period. See Note 9. Debt, Net and Note 17. Other Income, Net included in Item 15 of this Form 10-K for additional information regarding project financing.

Equity in Income from Unconsolidated Joint Ventures

Equity in income (loss) from unconsolidated joint ventures includes our proportionate share of earnings or losses of unconsolidated JVs accounted for using the equity method as detailed in the table below. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.


	Year Ended December 31,
	2025		2024		2023

	In millions
Latitude Margaritaville Watersound JV^(a)	$	32.2	$	29.3	$	23.6
Watersound Fountains Independent Living JV^(b)		(4.1)		(4.4)		(0.7)
Pier Park TPS JV		(0.3)		(0.5)		(0.4)
Pier Park RI JV^(c)		(2.1)		(0.9)		—
Busy Bee JV^(d)		(0.1)		0.1		—
Electric Cart Watersound JV^(e)		(0.1)		(0.1)		0.1
Watersound Management JV		0.1		0.1		0.1
Total equity in income from unconsolidated joint ventures	$	25.6	$	23.6	$	22.7

(a)

During 2025, 2024 and 2023, the Latitude Margaritaville Watersound JV completed 527, 659 and 641 home sale transactions, respectively. The year ended December 31, 2025, includes intra-entity profit elimination of $0.5 million related to the sale of additional land to the JV, a pro-rata portion of which will be recognized as each home on the land is sold by the JV. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.

(b)	The community opened in March 2024 and is currently under lease-up.

(c)	The hotel opened in April 2024 and activity in the current period includes start-up, depreciation and interest expenses for the project.

(d)	Includes changes in the fair value of derivatives related to interest rate swaps entered into by the Busy Bee JV.

(e)	The permanent sales and service facility located in the Watersound West Bay Center opened in October 2023. An additional sales showroom located in the Watersound Town Center opened in June 2024.

Other Income (Expense), Net

Other income (expense), net primarily includes accretion income from our retained interest investments, gain on contributions to unconsolidated joint ventures, gain (loss) on disposition of assets and other income and expense items as detailed in the table below:

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	Year Ended December 31,
	2025		2024		2023

	In millions
Accretion income from retained interest investments	$	—	$	—	$	2.6
Gain on contributions to unconsolidated joint ventures		—		—		0.7
Gain (loss) on disposition of assets		2.5		(0.6)		(0.5)
Miscellaneous (expense) income, net		(1.9)		(0.1)		1.1
Other income (expense), net	$	0.6	$	(0.7)	$	3.9

Other income (expense), net increased $1.3 million to other income, net of $0.6 million during 2025, as compared to other expense, net of $0.7 million in 2024.

Accretion income from retained interest investments includes accretion of investment income over the life of the retained interest using the effective yield method, prior to optional prepayment, in full, of the installment notes in August 2023.

Gain on contributions to unconsolidated joint ventures includes gain on additional infrastructure improvements contributed to our unconsolidated Latitude Margaritaville Watersound JV. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.

Gain on disposition of assets during 2025 primarily includes a gain on the sale of our Pilatus PC-12 NG aircraft (“N850J”) previously used in hospitality operations. Loss on disposition of assets during 2024 primarily includes loss on disposal of hospitality assets.

Miscellaneous (expense) income, net during 2025, primarily includes expense of $1.2 million for design costs for certain residential, hospitality and commercial assets that we are no longer pursuing. Miscellaneous (expense) income, net during 2025 also includes loss on early extinguishment of debt related to the payoff of the Watercrest JV Loan, as well as fees related to other loans. See Note 9. Debt, Net and Note 17. Other Income, Net included in Item 15 of this Form 10-K for additional information.

Income Tax Expense

Income tax expense was $39.2 million in 2025, as compared to $26.0 million during 2024. Our effective tax rate was 25.3% in 2025, as compared to 26.4% in 2024.

Our effective rate for 2025 and 2024, differed from the federal statutory rate of 21.0% primarily due to state income taxes, nontaxable or nondeductible and other differences. See Note 12. Income Taxes included in Item 15 of this Form 10-K for additional information.

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Segment Results

Residential

The table below sets forth the consolidated results of operations of our residential segment:


	Year Ended December 31,
	2025		2024		2023

	In millions
Revenue:
Real estate revenue
Residential real estate revenue	$	155.0	$	107.2	$	145.6
Other revenue		10.0		9.6		10.1
Total real estate revenue		165.0		116.8		155.7
Leasing revenue		0.1		0.2		0.1
Total revenue		165.1		117.0		155.8
Expenses:
Cost of real estate and other revenue^(a)		83.5		62.0		77.9
Cost of leasing revenue^(a)		—		0.1		—
Other operating expenses ^(a)		4.7		4.7		4.5
Depreciation, depletion and amortization		0.2		0.2		0.2
Total expenses		88.4		67.0		82.6
Operating income		76.7		50.0		73.2
Other income (expense):
Investment income, net		1.4		1.6		1.7
Interest expense		(0.3)		(0.4)		(0.4)
Equity in income from unconsolidated joint ventures		32.2		29.3		23.6
Other (expense) income, net		(0.2)		0.2		0.9
Total other income, net		33.1		30.7		25.8
Income before income taxes	$	109.8	$	80.7	$	99.0

(a)	Excluding depreciation, depletion and amortization, shown separately above.

The following tables set forth our consolidated residential real estate revenue and cost of revenue activity:


	Year Ended December 31, 2025
	Units			Cost of		Gross		Gross
	Sold	Revenue		Revenue		Profit		Margin

	Dollars in millions
Consolidated
Homesites	911	$	139.9	$	69.3	$	70.6	50.5	%
Homes	25		14.2		9.0		5.2	36.6	%
Land sales	N/A		0.9		—		0.9	100.0	%
Total consolidated	936	$	155.0	$	78.3	$	76.7	49.5	%

Unconsolidated
Homes^(a)	527
Total consolidated and unconsolidated	1,463

(a)	Includes homes sold by the Latitude Margaritaville Watersound JV, which is unconsolidated and is accounted for using the equity method. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.

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Year Ended December 31, 2024

Units

Cost of

Gross

Sold

Revenue

Profit

Margin

Dollars in millions

Consolidated

Homesites^(a)

912

107.2

56.8

50.4

47.0

Total consolidated

912

107.2

56.8

50.4

47.0

Unconsolidated

Homes^(b)

659

Total consolidated and unconsolidated

1,571

(a)	Includes 82 entitled but undeveloped homesites sold within the SouthWood community.

(b)	Includes homes sold by the Latitude Margaritaville Watersound JV, which is unconsolidated and is accounted for using the equity method. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.


	Year Ended December 31, 2023
	Units			Cost of		Gross		Gross
	Sold	Revenue		Revenue		Profit		Margin

	Dollars in millions
Consolidated
Homesites^(a)	1,063	$	145.0	$	73.5	$	71.5	49.3	%
Land sales	N/A		0.6		0.1		0.5	83.3	%
Total consolidated	1,063	$	145.6	$	73.6	$	72.0	49.5	%
Unconsolidated
Homes^(b)	641
Total consolidated and unconsolidated	1,704

(a)	Includes 100 entitled but undeveloped homesites sold within the SouthWood community.

(b)	Includes homes sold by the Latitude Margaritaville Watersound JV, which is unconsolidated and is accounted for using the equity method. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.

Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

The following discussion sets forth details of the consolidated results of operations of our residential segment.

Homesites. Revenue from homesite sales increased $32.7 million, or 30.5%, during 2025, as compared to 2024, primarily due to the mix and number of homesites sold per community and the timing of homebuilder contractual closing obligations in our residential communities. During 2025 and 2024, the average base revenue, excluding homesite residuals, per homesite sold was approximately $137,000 and $108,000, respectively, due to the mix of sales from different communities. Homesite sales during 2024 also include the sale of 82 entitled but undeveloped homesites sold within the SouthWood community, compared to none in the current period. Revenue includes estimated homesite residuals of $10.9 million and $3.6 million, during 2025 and 2024, respectively. The increase in estimated homesite residuals was due to the mix and number of homesites sold in specific communities during the current period. Homesite gross margin increased to 50.5% during 2025, as compared to 47.0% during 2024, primarily due to the cost, mix and number of homesites sold from different communities during each period. Gross margin may vary each period depending on the location of homesite sales.

Homes. During 2025, we sold 24 completed townhomes within our Watersound Villas on the Fairway community and a home within our Watersound Origins community for a total of $14.2 million, resulting in a gross margin of 36.6%. During 2024, we did not have any home sales.

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Land sales. During 2025, we had an unimproved residential land sale for $0.9 million, with de minimis cost of revenue. During 2024, we did not have any unimproved residential land sales.

Other revenue includes tap and impact fee credits sold, marketing fees and other fees. Other revenue includes estimated fees related to homebuilder homesite sales of $2.8 million and $2.5 million during 2025 and 2024, respectively.

Leasing revenue includes long-term leases of residential assets.

Other operating expenses include salaries and benefits, property taxes, marketing, professional fees, project administration, owner association and CDD assessments and other administrative expenses.

Investment income, net consists of interest earned on our unimproved land contribution to our unconsolidated Latitude Margaritaville Watersound JV as home sales are transacted in the community. Investment income, net decreased $0.2 million during 2025, as compared to 2024, due to fewer home sales transacted in the community during the current period. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information. Interest expense primarily consists of interest incurred on our portion of the total outstanding CDD debt. See Note 9. Debt, Net included in Item 15 of this Form 10-K for additional information.

Equity in income from unconsolidated joint ventures includes our proportionate share of earnings or losses of an unconsolidated JV accounted for by the equity method. Equity in income from unconsolidated joint ventures increased $2.9 million during 2025, compared to 2024. The increase was primarily due to higher average sales price and margin per home sold, partially offset by the decreased volume of home sale transactions. The year ended December 31, 2025, also includes $0.5 million of intra-entity profit elimination related to the sale of additional land to our unconsolidated Latitude Margaritaville Watersound JV, a pro-rata portion of which will be recognized as each home on the land is sold by the JV. The Latitude Margaritaville Watersound JV completed 527 home sale transactions during 2025, compared to 659 home sale transactions during 2024. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.

Other (expense) income, net in 2025 primarily includes expense of $0.6 million for design costs for certain residential assets that we are no longer pursuing.

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Hospitality

The table below sets forth the consolidated results of operations of our hospitality segment:


	Year Ended December 31,
	2025		2024		2023

	In millions
Revenue:
Hospitality revenue	$	215.4	$	199.2	$	152.4
Leasing revenue		3.9		3.5		2.1
Real estate revenue		1.4		—		—
Total revenue		220.7		202.7		154.5
Expenses:
Cost of hospitality revenue^(a)		148.5		136.4		122.2
Cost of leasing revenue^(a)		2.6		2.5		2.6
Cost of real estate revenue^(a)

ST JOE Co 10-K