ST JOE Co
For the period ended Dec 31, 2023. Filed Feb 21, 2024.
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FY2023 · Filed Feb 21, 2024
JOE$72.91-3.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
| (a) | (1) Financial Statements |
The financial statements listed in the accompanying Index to Financial Statements and Financial Statement Schedules and Report of Independent Registered Public Accounting Firm are filed as part of this Form 10-K.
(2)* Financial Statement Schedules*
The financial statement schedules listed in the accompanying Index to Financial Statements and Financial Statement Schedules are filed as part of this Form 10-K.
The financial statements of LMWS, LLC JV required by Rule 3-09 of Regulation S-X are provided as Exhibit 99.1 to this report.
| (3) | Exhibits |
The exhibits listed on the accompanying Index to Exhibits are filed or incorporated by reference as part of this Form 10-K.
Index to Exhibits
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| ExhibitNumber | Description | |
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| 3.1 | | Restated and Amended Articles of Incorporation of the registrant, (incorporated by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010). |
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| 3.2 | | Amended and Restated Bylaws of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on November 15, 2022). |
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| 4.1 | | Indenture, dated April 10, 2014, between Northwest Florida Timber Finance, LLC and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014). |
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| 4.2 | | Form of 4.750% Senior Secured Note due 2029 (incorporated by reference to Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014). |
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| 4.3 | | Description of the Common Stock Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.3 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2019). |
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| 10.1† | | Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on February 13, 2009). |
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| 10.3† | | Form of Restricted Stock Award (Executive Officers) (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022). |
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| 10.4† | | Form of Restricted Stock Award (CEO) (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022). |
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| 10.5 | | Master Airport Access Agreement dated November 22, 2010 by and between the registrant and the Panama City-Bay County Airport and Industrial District (the “Airport District”) (including as attachments the Land Donation Agreement dated August 22, 2006, by and between the registrant and the Airport District, and the Special Warranty Deed dated November 29, 2007, granted by St. Joe Timberland Company of Delaware, LLC to the Airport District) (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on November 30, 2010). |
| | | |
| | | |
| ExhibitNumber | Description | |
| 10.6† | | 2015 Performance and Equity Incentive Plan (incorporated by reference to Exhibit 10.22a to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2015). |
| | | |
| 10.7 | | Investment Management Agreement dated August 23, 2019, by and between The St. Joe Company and Fairholme Capital Management, L.L.C. (incorporated by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019). |
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| 10.8 | | First Amendment to Investment Management Agreement dated February 23, 2021, by and between The St. Joe Company and Fairholme Capital Management, L.L.C. (incorporated by reference to Exhibit 10.6 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2020). |
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| 10.9† | | Employment Agreement, dated October 1, 2013, between Marek Bakun and The St. Joe Company (incorporated by reference to Exhibit 10.52 to the registrant’s Current Report on Form 8-K filed on October 3, 2013). |
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| 10.10 | | Form of Note Purchase Agreement (incorporated by reference to Exhibit 10.58 to the registrant’s Current Report on Form 8-K filed on April 9, 2014). |
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| 10.11 | | Separate Guaranty of Retained Liability Matters, dated October 19, 2015, among the St. Joe Company, Don M. Casto, III and Kensington Gardens Builders Corporation, in favor of Keybank National Association (incorporated by reference to Exhibit 10.60 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015). |
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| 21.1** | | Subsidiaries of The St. Joe Company. |
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| 23.1** | | Consent of Grant Thornton LLP, independent registered public accounting firm for the registrant. |
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| 23.2** | | Consent of independent auditors regarding opinion in exhibit 99.1. |
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| 31.1** | | Certification by Chief Executive Officer. |
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| 31.2** | | Certification by Chief Financial Officer. |
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| 32.1* | | Certification by Chief Executive Officer. |
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| 32.2* | | Certification by Chief Financial Officer. |
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| 97** | | Clawback Policy |
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| 99.1** | | Financial Statements of the LMWS, LLC joint venture as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021. |
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| 101** | | The following information from the registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statement of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements. |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
- Furnished herewith.
** Filed herewith.
† Management contract or compensatory plan or arrangement.
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