10q10k10q10k.net

What changed in ST JOE Co's 10-K2024 vs 2025

vs

Paragraph-level year-over-year comparison of ST JOE Co's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+409 added430 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-26)

Top changes in ST JOE Co's 2025 10-K

409 paragraphs added · 430 removed · 348 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

39 edited+5 added7 removed17 unchanged
Biggest changeMarket for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities and Note 15. 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.
Biggest changeJoe 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.
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 expand our portfolio of income producing commercial properties, develop long-term, scalable residential communities and grow our hospitality offerings.
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.
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 The St.
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.
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 positive impact through outreach, recruitment, advocacy, philanthropy, pro bono service, and volunteerism.
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.
Joe’s 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.
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.
Item 1. Business As used throughout this Annual Report on 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.
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.
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.
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.
We have investments in unconsolidated JVs that own and operate two hotels, 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.
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.
Joint Ventures included in Item 15 of this Form 10-K for additional information. Additionally, we have determined that as of December 31, 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.
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.
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 Annual Report on Form 10-K (“Form 10-K”) or in any other report or document filed with the U.S. Securities and Exchange Commission (“SEC”) , unless expressly noted.
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.
Additionally, we are engaged in the operation of mitigation banks, which pursuant to mitigation plans approved by the applicable state and federal authorities, produce mitigation credits in Bay County, Florida and Walton County, Florida for the purpose of enabling developers to mitigate environmental impacts.
Additionally, we are engaged in the operation of mitigation banks, which pursuant to mitigation plans approved by the applicable state and federal 6 Table of Contents authorities, produce mitigation credits in Bay County, Florida and Walton County, Florida for the purpose of enabling developers to mitigate environmental impacts.
Our suite of benefits offered to all full-time employees include group health plans, which 5 Table of Contents include medical, dental, vision, life and disability benefits with Company sharing of premiums for certain coverages.
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.
Our employees also enjoy discounts at our Company-owned properties and amenities, as well as other exclusive discounts and special offers which may include access to preferred seating and tickets to top attractions, theme parks, shows, sporting events, movie tickets, hotels and more.
Our employees also enjoy discounts at our Company-owned properties and amenities, as well as other exclusive discounts and special 5 Table of Contents offers, which may include access to preferred seating and tickets to top attractions, theme parks, shows, sporting events, movie tickets, hotels and more.
We were recently 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 and integrity - values that continue to guide our culture.
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.
We are a diversified real estate development, asset management and operating company. As of December 31, 2024, we owned 167,000 acres of land in Northwest Florida, compared to 168,000 acres and 169,000 acres as of December 31, 2023 and 2022, respectively.
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.
Equity method investments are recorded initially at cost 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.
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.
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.
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.
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 develop and sell homesites across multiple communities, primarily to homebuilders and on a limited basis to retail customers.
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.
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.
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.
Commercial real estate sales tend to be non-recurring. Projects depend on uncertain demand. Extraordinary events such as hurricanes or public health emergencies may dramatically change demand and pricing for products and services. Competition St. Joe competes with local, regional and national real estate related companies, some of which may have greater financial, marketing, sales and other resources than us.
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.
Joe Company, we believe our employees are our greatest asset. We strive to attract, retain and develop the highest quality talent. As of February 24, 2025, we employed 863 full-time employees and 194 part-time and seasonal employees. Recruitment and Retention Success depends upon our ability to attract and retain skilled employees.
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.
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 Mexico. For additional information regarding our properties, see Item 2.
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”).
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.
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.
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. 6 Table of Contents The acreage we own is located in Northwest Florida and the majority is managed in our forestry operations under our commercial segment.
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.
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.
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.
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.
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.
New projects are planned for stand-alone profitably 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. We do not anticipate immediate benefits from investments.
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.
The Latitude Margaritaville Watersound JV did not meet the significant subsidiary test under Rule 1-02(w) of Regulation S-X as of December 31, 2022. 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 St.
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.
Therefore, there may be reporting periods in which we have no, or significantly less, revenue from residential or commercial real estate sales.
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 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.
We may choose to operate rather than lease 3 Table of Contents 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.
During the years ended December 31, 2024 and 2022, we repurchased 70,985 and 576,963 shares of our common stock for an aggregate purchase price of $3.4 million and $20.0 million, respectively, excluding the excise tax on stock repurchases in excess of issuances as a result of the Inflation Reduction Act of 2022 (the “IRA”).
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.
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, vacation rentals, marinas and other entertainment assets.
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.
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.
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.
We continue to maintain low fixed expenses, low corporate debt and high liquidity for sustainability in all environments. 3 Table of Contents We 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”).
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.
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.
We carry out prescribed burns annually, which helps restore natural ecosystems, improves wildlife habitats and reduces wildfire hazards.
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 when we and/or others can better deploy resources. Capital is invested to achieve risk-adjusted rates of return and support future business initiatives that create value.
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.
Through an unconsolidated joint venture (“JV”) homes are being constructed and sold in the Latitude Margaritaville Watersound community, an approximately 3,500-home active adult residential development. Our hospitality operations include the exclusive Watersound Club, which offers members access to golf courses, a beach club and other recreational amenities.
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.
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.
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.
These programs allow students participating in internship programs to expand their cultural experience outside of their home country through employment opportunities within the hospitality environment. In addition to competitive wages, we offer our employees and eligible family members a comprehensive and valuable benefits program.
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.
Removed
This represents an increase from 2023, when 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. In 2022, we paid quarterly cash dividends of $0.10 per share throughout the year.
Added
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.
Removed
During the year ended December 31, 2023, we did not repurchase shares of our common stock. As of December 31, 2024, we had a total authority of $76.7 million available under the program. In February 2025, the Board increased the total authorization under the Stock Repurchase Program to $100.0 million. See Item 5.
Added
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.
Removed
Management’s Discussion and Analysis of Financial Condition and Results of Operations , as well as Note 19. 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.
Added
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.
Removed
Joe’s 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.
Added
However, in the case of our unconsolidated JVs, the revenue generated by these entities is not included in our revenue.
Removed
We have consistently made enhancements in wages in order to attract talent to support our growth strategy and enhance the customer experience. At times, we rely on the J-1 and H-2B visa programs to bring workers to the United States (“U.S.”) to fill seasonal staffing needs of our hospitality operations and ensure that we have the appropriate workforce in place.
Added
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.
Removed
Diversity and Inclusion We strive to foster a diverse and inclusive environment where each of our team members are valued and respected while working to build a workplace, community and Company that reflects our core values.
Removed
As of February 24, 2025, approximately 32% of our workforce identify as racially diverse and approximately 47% of our workforce, including 50% of our executive management team, is comprised of female employees. 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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

78 edited+6 added25 removed102 unchanged
Biggest changeReal estate development and construction, including homebuilding activities, entail risks that may adversely impact our results of operations, cash flows and financial condition, including: general market conditions; construction delays or cost overruns, which may increase project development costs; labor costs and shortages of skilled labor, particularly as a result of the recent low unemployment rate in the U.S. and Florida especially; 10 Table of Contents supply chain disruptions and material shortages; current or potentially new and rapidly evolving tariffs or quotas; 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; the discovery of hazardous or toxic substances, or other environmental, culturally-sensitive, or related issues; weather-related and geological interference, including hurricanes, landslides, earthquakes, floods, drought, wildfires and other events, which may result in delays or increased costs; an inability to obtain required governmental permits and authorizations; an inability to secure tenants necessary to support commercial, multi-family or senior living projects; compliance with building codes and other local regulations; unavailability of raw materials when needed, which may result in project delays, stoppages or interruptions, which may make the project less profitable; insufficient infrastructure capacity or availability (e.g., water, sewer and roads) to serve the needs of our projects; instability in the financial industry may reduce the availability of financing; and delay or inability to acquire property, rights of way or easements, which may result in delays or increased costs.
Biggest changeReal estate development and construction, including homebuilding activities, entail risks that may adversely impact our results of operations, cash flows and financial condition, including: general market conditions; construction delays or cost overruns, which may increase project development costs; labor costs and shortages of skilled labor; supply chain disruptions and material shortages; current or potentially new and rapidly evolving tariffs or quotas; 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; the discovery of hazardous or toxic substances, or other environmental, culturally-sensitive, or related issues; weather-related and geological interference, including hurricanes, landslides, earthquakes, floods, drought, wildfires and other events, which may result in delays or increased costs; an inability to obtain required governmental permits and authorizations; an inability to secure tenants necessary to support commercial, multi-family or senior living projects; compliance with building codes and other local regulations; unavailability of raw materials when needed, which may result in project delays, stoppages or interruptions, which may make the project less profitable; insufficient infrastructure capacity or availability (e.g., water, sewer and roads) to serve the needs of our projects; instability in the financial industry may reduce the availability of financing; and delay or inability to acquire property, rights of way or easements, which may result in delays or increased costs. 10 Table of Contents 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.
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 continue to 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. Climate Regulation .
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. Climate Regulation .
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, rail, pipeline, medical facilities and schools and to attract families and companies offering high-quality and high salary jobs.
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.
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. Income Tax .
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.
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 period-to-period due to variations in the mix of sales from different communities, as well as other variations in product mix.
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.
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 costs of homes to be built on homesites purchased from us. Homebuilder customers depend on retail purchasers who rely on mortgage financing.
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.
Our financing arrangements contain customary representations and warranties, as well as customary affirmative and negative covenants that restrict some of our activities. See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information.
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.
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 and commercial real estate and attract and retain experienced real estate sales, leasing and development personnel.
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.
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.
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.
For example, for the years ended December 31, 2024 and 2023, our equity in income from the unconsolidated Latitude Margaritaville Watersound JV accounted for over 20% of our pre-tax income.
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.
Alternatively, increases in consumer spending through e-commerce channels may significantly affect our tenants’ ability to generate sales in their stores, which could affect their ability to make payments to us.
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.
Given these fluctuations in product mix, 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.
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.
We may be subject to risks from changes in certain governmental policies. Mortgage Rates . The availability of mortgage financing is significantly influenced by governmental entities such as the Federal Housing Administration, Veteran’s Administration and Government National Mortgage Association and government-sponsored enterprises known as Fannie Mae and Freddie Mac.
We may be subject to risks from changes in certain governmental policies. 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.
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 12 Table of Contents financial condition.
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.
To offset negative insurance market trends, we may decide to self-insure additional risks. In the even that we decide to self-insure, if we experience a greater number of self-insured losses than we anticipate, our financial performance could be adversely affected.
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.
Increased seasonal wages or an inadequate workforce 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.
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.
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 financial assurances that the additional services will be provided as the project progresses.
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 14 Table of Contents financial assurances that the additional services will be provided as the project progresses.
Additionally, some of our property is in coastal areas that usually have a more restrictive 15 Table of Contents permitting burden or must address issues such as coastal high hazard, hurricane evacuation, floodplains and dune protection. Environmental Regulation . Current or past operations are subject to extensive and evolving federal, state and local environmental laws and other regulations.
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. Environmental Regulation . Current or past operations are subject to extensive and evolving federal, state and local environmental laws and other regulations.
New endeavors may involve new risks and uncertainties and 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 endeavors may involve new risks and uncertainties and 9 Table of Contents 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.
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 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.
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.
These changes, or changes in other environmental laws or their 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. Accounting Standards .
These changes, or changes in other environmental laws or their 15 Table of Contents 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. Accounting Standards .
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. 11 Table of Contents Our residential segment is highly dependent on homebuilders and is subject to the risk of homebuilder concentration.
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.
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 recruit and hire adequate personnel, and material increases in the cost of securing our workforce may be possible in the future.
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 16 Table of Contents recruit and hire adequate personnel, and material increases in the cost of securing our workforce may be possible in the future.
If we lose our ability to, or decide not to, self-insure these risks, our insurance cost 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 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 comparable or more favorable terms.
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 12 Table of Contents comparable or more favorable terms.
The occurrence of natural 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.
The occurrence of natural 13 Table of Contents 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.
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 targeted occupancy levels within expected timeframes as well as the risks generally associated with real estate development.
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 8 Table of Contents targeted occupancy levels within expected timeframes as well as the risks generally associated with real estate development.
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 or public health emergencies may dramatically change demand and pricing for products and services.
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.
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 6. Financial Instruments and Fair Value Measurements and Note 10.
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.
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, 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.
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.
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 18 Table of Contents target, and in some cases are designed not to be detected and, in fact, may not be detected.
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.
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, increases in delinquency and default rates, changes in prevailing interest rates and other economic factors.
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.
Item 1A. Risk Factors Forward-Looking Statements This annual report 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.
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.
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 9 Table of Contents interests or investments at a premium to the market price to continue ownership.
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.
We hold significant cash balances that are invested in a variety of short-term U.S. Treasury Bills 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.
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.
For example, the SEC recently adopted rules requiring 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.
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.
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 U.S., which in the past has produced a high percentage of customers for our products.
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.
While over the past couple 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.
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.
Potential impacts of climate change have begun to influence 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.
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.
In certain instances, these guarantees provide for the full payment and performance of the borrower. See Note 10. Debt, Net and Note 20. Commitments and 19 Table of Contents Contingencies included in Item 15 of this Form 10-K for additional information.
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.
There can be no assurance that our security efforts and measures 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.
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.
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, 2024, we had 20 different homebuilders within our residential communities.
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.
Mortgage financing issues, including lack of supply of mortgage loans, tightened lending requirements and increases in interest rates, may reduce demand for our products.
Mortgage financing issues, including lack of supply of mortgage loans, tightened lending requirements and elevated interest rates, may reduce demand for our products.
The following factors, among others, are common to the hospitality industry, and may reduce the revenues generated by our hotel properties, food and beverage operations, golf courses, beach clubs, marinas and other entertainment assets: 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 participation and is based on discretionary consumer spending; increased labor costs and shortages of skilled labor; inclement weather conditions; changes in desirability of geographic regions in which our properties are located; significant competition from other hospitality providers and lodging or entertainment alternatives; our relationships with and the performance of third-party managers; 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 natural or man-made disasters.
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: 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 11 Table of Contents participation and is based on discretionary consumer spending; increased labor costs and shortages of skilled labor; inclement weather conditions; cyclical downturns in the hospitality industry; changes in desirability of geographic regions in which our properties are located; significant competition from other hospitality providers and lodging or entertainment alternatives; our relationships with and the performance of third-party managers; 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 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.
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.
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.
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.
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. Our investments are supervised and directed by Fairholme Capital Management, L.L.C.
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.
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. Public health emergencies could adversely affect our business.
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.
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.
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 future revenues will also depend on individuals seeking retirement or 13 Table of Contents vacation homes in Northwest Florida.
Our future revenues will also depend on individuals seeking retirement or vacation homes in Northwest Florida.
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 of operations and investments.
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.
As of December 31, 2024, we had approximately $1,040.4 million of real estate investments, $66.5 million of investment in unconsolidated joint ventures and $59.1 million of property and equipment, net recorded on our books at depreciated cost basis subject to impairment testing.
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.
These terms are determined based on retaining an acceptable level of risk at a reasonable cost. 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.
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.
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 .
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 .
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, inflation, elevated interest rates, higher insurance costs, supply chain disruptions, financial institution disruptions and geopolitical conflicts, which impacted buyer sentiment.
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.
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 . 16 Table of Contents QOZ Program .
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.
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. For example, the SEC has issued final rules that would require expanded disclosures related to climate change.
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.
LEGAL, REGULATORY, AND LITIGATION RISK We are subject to various existing government regulations. 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 government. This process is often political, uncertain and may require significant exactions in order to secure approvals.
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.
In 2024, we paid 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, and we currently expect to continue to pay quarterly dividends.
In 2025, we paid cash dividends of $0.14 per share on our 18 Table of Contents 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.
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.
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.
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, to the extent artificial intelligence capabilities improve and are increasingly adopted, they may be used to identify vulnerabilities and craft increasingly sophisticated cybersecurity attacks.
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.
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 income producing properties and our other ventures to build recurring revenues and enhance enterprise value, while always maintaining sufficient enterprise liquidity.
Our business strategy consists of developing our residential real estate and expanding the scope of our hospitality assets and services, our commercial portfolio of 7 Table of Contents 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.
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.
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.
The risks described below are not the only risks facing us. Moreover, we operate in a very competitive and rapidly changing environment.
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.
We maintain insurance on our properties, including property, liability, fire, flood and extended coverage. However, 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.
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.
As of December 31, 2024, based on public filings, clients of FCM beneficially owned approximately 35.3% 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.
FCM and its client, The Fairholme Fund, a series of investments originating from Fairholme Funds, Inc., may be deemed affiliates of ours.
These factors may discourage, delay or prevent a 14 Table of Contents takeover attempt that shareholders might consider in their best interests or that might result in shareholders receiving a premium for their common stock.
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.
Accordingly, there can be no assurance that our dividends or stock repurchases will continue at the same levels, or at all. We may continue to experience significant volatility in the market price of our common stock .
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.
Our business strategy includes the development and leasing of multi-family and senior living properties, management of commercial properties and commercial assets for sale.
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.
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. Our leasing projects are subject to a variety of risks that could impact returns.
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.
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. 7 Table of Contents You should carefully consider the risks described below, together with all of the other information in this Form 10-K.
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.
In addition, companies across many industries are facing scrutiny from lawmakers, regulators, investors, customers, employees and other stakeholders related to their environmental, social, and governance (“ESG”) practices, including those related to the environment, climate, diversity and inclusion, human rights and governance transparency.
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. 17 Table of Contents 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.
Legal and regulatory requirements, as well as stakeholder expectations, on ESG 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 anti-ESG initiatives in the U.S. that may conflict with other regulatory requirements or various stakeholders’ expectations.
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.
Senior living properties in particular face challenges such as longer lease-up periods, specialized staffing requirements, and the need to establish and maintain a strong reputation in the local market. Additionally, development of leasing projects involves the risk associated with the significant time lag between commencement and completion of the project.
Additionally, development of leasing projects involves the risk associated with the significant time lag between commencement and completion of the project.
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.
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. Development and Land Use Requirements .
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.
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.
The ultimate extent to which a public health emergency could impact our business is highly uncertain and cannot be predicted with any degree of confidence. Risks RELATED to our existing ownership structure Our largest shareholder controls approximately 35.3% of our common stock, which may limit our minority shareholders’ ability to influence corporate matters.
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.
We have implemented various measures to manage the risk of a security breach or disruption.
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.
Removed
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.
Added
Strategic and Competitive Risks We may not be able to successfully implement our business strategy.

29 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

9 edited+1 added0 removed7 unchanged
Biggest changeWe also: assess baseline configuration standards to meet the intent and effectiveness for overall safety and security (both logically and physically) of critical system components; track asset inventory for relevant system components ; maintain network connection arrangement documents ; limit access rights to system components to authorized personnel, with end-users being granted access in accordance with stated access rights; deploy anti-virus solutions on applicable system components, which are enabled for automatic updates and configured for conducting periodic scans as necessary; provision and harden critical system resources; use internal and external vulnerability scanning procedures, along with network layer and anti-hacking tests; facilitate requests for validation of baseline configurations for purposes of regulatory compliance assessments and audits; provide cybersecurity training for employees; and perform Quarterly User Access Reviews (“UAR”).
Biggest changeWe also: assess baseline configuration standards to meet the intent and effectiveness for overall safety and security (both logically and physically) of critical system components; track asset inventory for relevant system components ; maintain network connection arrangement documents ; limit access rights to system components to authorized personnel, with end-users being granted access in accordance with stated access rights; 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; provision and harden critical system resources; use internal and external vulnerability scanning procedures, along with network layer and anti-hacking tests; facilitate requests for validation of baseline configurations for purposes of regulatory compliance assessments and audits; provide cybersecurity training for employees; perform Quarterly User Access Reviews (“UAR”); and 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 businesses 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.
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.
This integration ensures that cybersecurity considerations are an integral part of our decision-making processes. 20 Table of Contents 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.
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.
Like 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.
Like 19 Table of Contents 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.
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 Institution of Standard and Technology (“NIST”), and the System and Organization Control (“SOC”), all of which are integrated into our overall enterprise risk management program.
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.
Our management team reports to the Audit 21 Table of Contents 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.
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.
The Audit Committee is also responsible for overseeing our investigation of, and response to, any cybersecurity attacks or threats.
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.
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. 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.
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 .
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.
Our Board has ultimate oversight for risks relating to our data security plan.
Added
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.

Item 2. Properties

Properties — owned and leased real estate

10 edited+0 added1 removed2 unchanged
Biggest changeThese include the Watersound Origins, Watersound Origins West, Watersound Camp Creek, Breakfast Point East, Titus Park, Bayside at Ward Creek, Breakwater at Ward Creek, Salt Grass at Ward Creek, College Station, Park Place, Salt Creek at Mexico Beach, WindMark Beach, SouthWood, and other Northwest Florida communities.
Biggest changeThese include the Bayside at Ward Creek, 20 Table of Contents 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.
We anticipate a wide range of residential, commercial and hospitality 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.
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.
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 Mexico. Undeveloped land is managed as forestry land until designated for development.
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.
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, senior living, self-storage, retail, office, industrial and commercial property.
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.
In our hospitality segment, we own the Watersound Beach Club; Camp Creek golf course and amenities; Shark’s Tooth golf course and tennis center; Origins golf course; and The Third golf course, which opened in November 2024, as well as other club amenities that are situated in or near our residential 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.
In our residential segment, we develop communities into homesites for sale to homebuilders and on a limited basis to retail customers. As of December 31, 2024, we had completed homesites and homesites under development, engineering or in conceptual planning in twenty-one separate communities.
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.
In addition, with our JV partners we own Pier Park North, Pier Park Crossings, Pier Park Crossings Phase II, Watersound Origins Crossings, Mexico Beach Crossings and Watercrest Senior Living.
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.
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.
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 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 Embassy Suites by Hilton Panama City Beach Resort.
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.
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.
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.
Removed
Item 2. Properties St. Joe owns 167,000 acres in Northwest Florida.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

10 edited+0 added0 removed7 unchanged
Biggest changeThe following table provides information on our repurchase of common stock during the three months ended December 31, 2024: 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, 2024 $ $ November 1-30, 2024 December 1-31, 2024 70,985 47.38 70,985 76.7 Total 70,985 $ 70,985 $ 76.7 (b) 24 Table of Contents (a) Excludes excise tax and commissions paid to brokers.
Biggest changeThe 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 23 Table of Contents (a) Excludes excise tax.
The following performance graph compares our cumulative shareholder returns for the period from December 31, 2019 through December 31, 2024, assuming $100 was invested on December 31, 2019, 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 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 program has no expiration date. As of December 31, 2024, we had a total authority of $76.7 million available for purchase of shares of our common stock outstanding. In February 2025, the Board increased the total authorization under the Stock Repurchase Program to $100.0 million.
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.
The stock price performance shown below is not necessarily indicative of future price performance. 23 Table of Contents 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 The St.
The stock price performance shown below is not necessarily indicative of future price performance. 22 Table of Contents 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 The St.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities As of February 24, 2025, we had approximately 668 registered holders of record of our common stock.
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 NYSE under the symbol “JOE.” 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 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).
As part of the IRA, a 1% excise tax was imposed on stock repurchases in excess of issuances effective January 1, 2023. (b) Excludes the increased total authorization under the Stock Repurchase Program to $100.0 million, approved by the Board in February 2025. Item 6. Reserved
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
Joe Company $ 100 $ 214.58 $ 264.93 $ 198.53 $ 311.92 $ 235.06 S&P SmallCap 600 Index $ 100 $ 109.57 $ 137.26 $ 113.35 $ 129.09 $ 137.90 Custom Real Estate Peer Group $ 100 $ 74.18 $ 99.63 $ 80.98 $ 94.87 $ 92.58 Stock Repurchase Program Our Board has approved the Stock Repurchase Program pursuant to which we are authorized to repurchase shares of our common stock.
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.
During 2022, we paid quarterly cash dividends of $0.10 per share on our common stock throughout the year ($0.40 per share in the aggregate).
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).
Total return for the Custom Real Estate Peer Group uses an equal weighting for each of the stocks within the peer group.
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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

198 edited+49 added49 removed57 unchanged
Biggest changeIncome Taxes included in Item 15 of this Form 10-K for additional information. 38 Table of Contents Segment Results Residential The table below sets forth the consolidated results of operations of our residential segment: Year Ended December 31, 2024 2023 2022 In millions Revenue: Real estate revenue Residential real estate revenue $ 107.2 $ 145.6 $ 85.1 Other revenue 9.6 10.1 7.7 Total real estate revenue 116.8 155.7 92.8 Leasing revenue 0.2 0.1 0.1 Total revenue 117.0 155.8 92.9 Expenses: Cost of real estate and other revenue 62.0 77.9 44.1 Cost of leasing revenue 0.1 Other operating expenses 4.7 4.5 3.9 Depreciation, depletion and amortization 0.2 0.2 0.2 Total expenses 67.0 82.6 48.2 Operating income 50.0 73.2 44.7 Other income (expense): Investment income, net 1.6 1.7 1.1 Interest expense (0.4) (0.4) (0.5) Gain on contributions to unconsolidated joint ventures 0.7 0.9 Equity in income from unconsolidated joint ventures 29.3 23.6 3.9 Other income (expense), net 0.2 0.2 (0.5) Total other income, net 30.7 25.8 4.9 Income before income taxes $ 80.7 $ 99.0 $ 49.6 The following tables set forth our consolidated residential real estate revenue and cost of revenue activity: Year Ended December 31, 2024 Units Cost of Gross Gross Sold Revenue 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.
Biggest changeIncome Taxes included in Item 15 of this Form 10-K for additional information. 37 Table of Contents 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.
We intend to continue to focus on our core business activity of real estate development, asset management and operations by expanding our portfolio of income producing commercial properties, developing long-term, scalable residential communities and growing our hospitality offerings.
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.
Our residential segment includes the Watersound Origins, Watersound Origins West, Watersound Camp Creek, Breakfast Point East, Titus Park, Bayside at Ward Creek, Breakwater at Ward Creek, Salt Grass at Ward Creek, College Station, Park Place, Salt Creek at Mexico Beach, and WindMark Beach communities, which are large scale, multi-phase communities with current development activity, sales activity or future phases.
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.
Some of the significant assumptions that are used to develop the undiscounted cash flows include: for investments in hotels, other rental units and vacation rental homes, use of average occupancy and room rates, revenue from food and beverage and other amenity operations, operating expenses and capital expenditures, and eventual disposition of such properties as hotels, private residence vacation units or condominiums, based on current prices for similar units appreciated to the expected sale date; for investments in commercial, multi-family, self-storage, senior living or retail property, use of future occupancy and rental rates, operating expenses and capital expenditures and the amount of proceeds to be realized upon eventual disposition of such property at a terminal capitalization rate; and for investments in club, marina and retail assets, use of revenue from membership dues, future golf rounds and greens fees, boat slip rentals and boat storage fees, merchandise and other hospitality operations, operating expenses and capital expenditures, and the amount of proceeds to be realized upon eventual disposition of such properties at a multiple of terminal year cash flows.
Some of the significant assumptions that are used to develop the undiscounted cash flows include: for investments in hotels, other rental units and vacation rental homes, use of average occupancy and room rates, revenue from food and beverage and other amenity operations, operating expenses and capital expenditures, and eventual disposition of such properties as hotels, private residence vacation units or condominiums, based on current prices for similar units appreciated to the expected sale date; for investments in commercial, multi-family, self-storage, or retail property, use of future occupancy and rental rates, operating expenses and capital expenditures and the amount of proceeds to be realized upon eventual disposition of such property at a terminal capitalization rate; and for investments in club, marina and retail assets, use of revenue from membership dues, future golf rounds and greens fees, boat slip rentals and boat storage fees, merchandise and other hospitality operations, operating expenses and capital expenditures, and the amount of proceeds to be realized upon eventual disposition of such properties at a multiple of terminal year cash flows.
In addition, the guarantee can become full recourse in the case of the failure of the guarantor to abide by or perform any of the covenants, warranties or other certain obligations to be performed on the part of such guarantor. See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information.
In addition, the guarantee can become full recourse in the case of the failure of the guarantor to abide by or perform any of the covenants, warranties or other certain obligations to be performed on the part of such guarantor. See Note 9. Debt, Net included in Item 15 of this Form 10-K for additional information.
Upon reaching a certain debt service coverage ratio for a minimum of twenty-four months, our liability as guarantor will be reduced to 75% of the outstanding principal amount for a twelve-month period. The debt service coverage ratio will be tested annually thereafter and will be reduced to 50% in year four and 25% in year five.
Upon reaching a certain debt service coverage ratio for a minimum of twenty-four months, our liability as guarantor can be reduced to 75% of the outstanding principal amount for a twelve-month period. The debt service coverage ratio will be tested annually thereafter and can be reduced to 50% in year four and 25% in year five.
The revenue, gross profit and margin for each period was impacted by the volume of sales within each of the communities, the difference in pricing among the communities and the difference in the cost of the homesite development. The number of homesites sold varied in each period due to the timing of homebuilder contractual closing obligations in our residential communities.
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.
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, management fees and other membership fees.
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.
This guidance will be effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance should be applied either prospectively for periods after the effective date or retrospectively to all prior periods presented.
This guidance will be effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance should be applied either prospectively for periods after the effective date or retrospectively to all prior periods presented.
Based on our investment return criteria for evaluating our projects under development or undeveloped land, management’s assumptions used in the projection of undiscounted cash flows include: the projected pace of sales of homesites based on estimated market conditions and our development plans; estimated pricing and projected price appreciation over time; the amount and trajectory of price appreciation over the estimated selling period; the length of the estimated development and selling periods, which can differ depending on the size of the development and the number of phases to be developed; the amount of remaining development costs, including the extent of infrastructure or amenities included in such development costs; holding costs to be incurred over the selling period; for bulk land sales of undeveloped and developed parcels, future pricing is based upon estimated developed homesite pricing less estimated development costs and estimated developer profit; for commercial, multi-family, self-storage and senior living development property, future pricing is based on sales of comparable property in similar markets; and whether liquidity is available to fund continued development.
Based on our investment return criteria for evaluating our projects under development or undeveloped land, management’s assumptions used in the projection of undiscounted cash flows include: the projected pace of sales of homesites based on estimated market conditions and our development plans; estimated pricing and projected price appreciation over time; the amount and trajectory of price appreciation over the estimated selling period; 51 Table of Contents the length of the estimated development and selling periods, which can differ depending on the size of the development and the number of phases to be developed; the amount of remaining development costs, including the extent of infrastructure or amenities included in such development costs; holding costs to be incurred over the selling period; for bulk land sales of undeveloped and developed parcels, future pricing is based upon estimated developed homesite pricing less estimated development costs and estimated developer profit; for commercial, multi-family, self-storage and senior living development property, future pricing is based on sales of comparable property in similar markets; and whether liquidity is available to fund continued development.
Watersound Beach Club located on Scenic Highway 30A with over one mile of Gulf of Mexico frontage, has two resort-style pools, two restaurants, three bars, kid’s room and a recreation area.
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.
Some of our JV assets and other assets incur interest and financing expenses related to the loans as described in Note 10. Debt, Net included in Item 15 of this Form 10-K.
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.
Indirect costs that clearly relate to a specific project under development, such as project administration, interest (up to total interest expense) and real estate taxes, may also be capitalized.
Indirect costs that clearly relate to a specific project under development, such as project administration, interest (up to total interest expense) and real estate property taxes, may also be capitalized.
If such assets were held for sale, the provision for loss would be recorded to the extent that the carrying value exceeds estimated fair value less costs to sell. Long-Lived Assets. Long-lived assets include our investments in land holdings, operating and development properties, property and equipment and investment in unconsolidated JV’s.
If such assets were held for sale, the provision for loss would be recorded to the extent that the carrying value exceeds estimated fair value, including costs to sell. Long-Lived Assets. Long-lived assets include our investments in land holdings, operating and development properties, property and equipment and investment in unconsolidated JV’s.
We seek to enhance the value of our owned real estate assets by developing residential, commercial and hospitality 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 of Mexico.
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.
Some of the events or changes in circumstances that are considered as indicators of potential impairment include: a prolonged decrease in the value to below cost or demand for the properties; a change in the expected use or development plans for the properties; 51 Table of Contents a material change in strategy that would affect the value of our properties; continuing operating or cash flow losses for an operating property; an accumulation of costs in excess of the projected costs for development or operating property; and any other adverse change that may affect the value of the property.
Some of the events or changes in circumstances that are considered as indicators of potential impairment include: a prolonged decrease in the value to below cost or demand for the properties; a change in the expected use or development plans for the properties; a material change in strategy that would affect the value of our properties; continuing operating or cash flow losses for an operating property; an accumulation of costs in excess of the projected costs for development or operating property; and any other adverse change that may affect the value of the property.
Joint Ventures included in Item 15 of this Form 10-K for additional information. Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 The following discussion sets forth details of the consolidated results of operations of our residential segment. Homesites.
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.
Joint Ventures included in Item 15 of this Form 10-K for additional information. 39 Table of Contents 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 sale 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.
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.
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, 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.
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.
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. Timber Revenue and Gross Profit .
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. 33 Table of Contents Timber Revenue and Gross Profit .
During 2024, net cash used in investing activities was $50.4 million, which included capital expenditures for operating property and property and equipment of $49.9 million and capital contributions to unconsolidated joint ventures of $1.7 million, partially offset by proceeds from insurance claims of $0.2 million, capital distributions from unconsolidated joint ventures of $0.2 million and maturities of assets held by special purpose entities of $0.8 million.
During 2024, net cash used in investing activities was $50.4 million, which included capital expenditures for operating property and property and equipment of $49.9 million, primarily for our commercial and hospitality segments, and capital contributions to unconsolidated joint ventures of $1.7 million, partially offset by maturities of assets held by special purpose entities of $0.8 million, proceeds from insurance claims of $0.2 million and capital distributions from unconsolidated joint ventures of $0.2 million.
Interest expense primarily consists of interest incurred on our portion of the total outstanding CDD debt. See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information.
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.
The interest rate swap matures in April 2027 and fixed the variable rate on the notional amount of related debt, initially at $42.0 million, amortizing to $38.7 million at swap maturity, to a rate of 3.2%. See Note 6. Financial Instruments and Fair Value Measurements and Note 10.
The interest rate swap matures in April 2027 and fixed the variable rate on the notional amount of related debt, initially at $42.0 million, amortizing to $38.7 million at swap maturity, to a rate of 3.2%. See Note 5. Financial Instruments and Fair Value Measurements and Note 9.
Realization of our deferred tax assets is dependent upon us generating sufficient taxable income in future years in the appropriate tax jurisdictions to obtain a benefit from the reversal of deductible temporary differences and from loss carryforwards. As of December 31, 2024 and 2023, we had $9.1 million and $11.0 million, respectively, of federal net operating loss carryforwards (“NOLs”).
Realization of our deferred tax assets is dependent upon us generating sufficient taxable income in future years in the appropriate tax jurisdictions to obtain a benefit from the reversal of deductible temporary differences and from loss carryforwards. As of December 31, 2025 and 2024, we had $9.5 million and $9.1 million, respectively, of federal net operating loss carryforwards (“NOLs”).
Debt, Net included in Item 15 of this Form 10-K for additional information. In 2019, a wholly-owned subsidiary of ours entered into a $5.5 million loan, which is guaranteed by us (the “Beckrich Building III Loan”). As of both December 31, 2024 and 2023, $5.0 million was outstanding on the Beckrich Building III Loan.
Debt, Net included in Item 15 of this Form 10-K for additional information . In 2019, a wholly-owned subsidiary of ours entered into a $5.5 million loan, which is guaranteed by us (the “Beckrich Building III Loan”). As of December 31, 2025 and 2024, $1.1 million and $5.0 million, respectively, was outstanding on the Beckrich Building III Loan.
(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, 2024, we had twenty different homebuilders within our residential communities.
(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, 2024 and 2023, we were required to provide surety bonds that guarantee completion and maintenance of certain infrastructure in certain development projects and mitigation banks, as well as other financial guarantees of $53.1 million and $40.0 million, respectively, as well as standby letters of credit in the amount of $0.7 million and $0.2 million, respectively, which may potentially result in a liability to us if certain obligations are not met.
As of December 31, 2025 and 2024, we were required to provide surety bonds that guarantee completion and maintenance of certain infrastructure in certain development projects and mitigation banks, as well as other financial guarantees of $14.7 million and $53.1 million, respectively, as well as standby letters of credit in the amount of $0.4 million and $0.7 million, respectively, which may potentially result in a liability to us if certain obligations are not met.
As of December 31, 2024 and 2023, $50.9 million and $51.9 million, respectively, was outstanding on the Pier Park Resort Hotel JV Loan. The loan matures in April 2027 and bears interest at a rate of SOFR plus 2.1%. The loan is secured by the real property and certain other Security Interests.
As of December 31, 2025 and 2024, $49.8 million and $50.9 million, respectively, was outstanding on the Pier Park Resort Hotel JV Loan. The loan matures in April 2027 and bears interest at a rate of SOFR plus 2.1%. The loan is secured by the real property and certain other Security Interests.
In connection with the loan, as guarantors, we and our JV partner entered into a guarantee based on each partner’s ownership interest in favor of the lender, to guarantee the payment and performance of the borrower. As guarantor, our liability under the loan will be released upon reaching and maintaining certain debt service coverage for twelve months.
In connection with the loan, as guarantors, we and our JV partner entered into a guarantee based on each partner’s ownership interest in favor of the lender, to guarantee the payment and performance of the borrower. As guarantor, our liability under the loan can be released upon reaching and maintaining certain debt service coverage.
We are currently evaluating the impact that the adoption of this guidance will have on our financial condition, results of operations, cash flows and related disclosures.
We are currently evaluating the impact that the adoption of this guidance will have on our financial condition, results of operations, cash flows and related disclosures. 53 Table of Contents
Homesites substantially completed and ready for sale are measured at the lower of carrying value or fair value less costs to sell. Management identifies homesites as being substantially completed and ready for sale when the properties 52 Table of Contents are being actively marketed with intent to sell such properties in the near term and under current market conditions.
Homesites substantially completed and ready for sale are measured at the lower of carrying value or fair value, including costs to sell. Management identifies homesites as being substantially completed and ready for sale when the properties are being actively marketed with intent to sell such properties in the near term and under current market conditions.
Stockholders’ Equity included in Item 15 of this Form 10-K for additional information regarding the Stock Repurchase Program and treasury stock retirement during 2024. As part of a certain sale of forestry land in 2014, we generated significant tax gains.
Stockholders’ Equity included in Item 15 of this Form 10-K for additional information regarding the Stock Repurchase Program and treasury stock retirement during 2025. 48 Table of Contents As part of a certain sale of forestry land in 2014, we generated significant tax gains.
The loan bears interest at a rate of SOFR plus 1.8% and matures in August 2029. The loan is secured by the real property and certain other Security Interests. See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information.
The loan bears interest at a rate of SOFR plus 1.8% and matures in August 2029. The loan is secured by the real property and certain other Security Interests. See Note 9. Debt, Net included in Item 15 of this Form 10-K for additional information. In January 2026, the loan was paid in full.
As of December 31, 2024, we had a total of $37.7 million primarily in construction and development related contractual obligations. Capital expenditures and contractual obligations exclude amounts related to unconsolidated JVs. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.
As of December 31, 2025, we had a total of $32.1 million primarily in construction and development related contractual obligations. Capital expenditures and contractual obligations exclude amounts related to unconsolidated JVs. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.
Joint Ventures included in Item 15 of this Form 10-K for additional information. Year Ended December 31, 2024 2023 2022 In millions Latitude Margaritaville Watersound JV (a) $ 29.3 $ 23.6 $ 3.9 Sea Sound JV (b) 21.7 Watersound Fountains Independent Living JV (c) (4.4) (0.7) (0.2) Pier Park TPS JV (0.5) (0.4) Pier Park RI JV (d) (0.9) Busy Bee JV (e) 0.1 0.5 Electric Cart Watersound JV (f) (0.1) 0.1 Watersound Management JV 0.1 0.1 0.1 Total equity in income from unconsolidated joint ventures $ 23.6 $ 22.7 $ 26.0 (a) During 2024, 2023 and 2022, the Latitude Margaritaville Watersound JV completed 659, 641 and 316 home sale transactions, respectively.
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.
Pier Park TPS, LLC, (the “Pier Park TPS JV”) is unconsolidated and is accounted for under the equity method of accounting, which is included within our commercial segment. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information. (j) The hotel, which opened in April 2024, is operated by our JV partner.
(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.
The following table sets forth the relative contribution of these reportable segments to our consolidated operating revenue: Year Ended December 31, 2024 2023 2022 Segment Operating Revenue Residential 29.1 % 40.0 % 36.8 % Hospitality 50.3 % 39.7 % 38.6 % Commercial 19.5 % 19.1 % 23.5 % Other 1.1 % 1.2 % 1.1 % Consolidated operating revenue 100.0 % 100.0 % 100.0 % For more information regarding our reportable segments, see Note 19.
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.
See Note 6. Financial Instruments and Fair Value Measurements and Note 13. Income Taxes included in Item 15 of this Form 10-K for additional information.
See Note 5. Financial Instruments and Fair Value Measurements and Note 12. Income Taxes included in Item 15 of this Form 10-K for additional information.
(b) Includes homes sold by the Latitude Margaritaville Watersound JV, which is unconsolidated and is accounted for under the equity method of accounting. See Note 4.
(b) Includes homes sold by the Latitude Margaritaville Watersound JV, which is unconsolidated and is accounted for using the equity method. See Note 4.
(b) Includes homes sold by the Latitude Margaritaville Watersound JV, which is unconsolidated and is accounted for under the equity method of accounting. See Note 4.
(b) Includes homes sold by the Latitude Margaritaville Watersound JV, which is unconsolidated and is accounted for using the equity method. See Note 4.
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 (i) Walton County, FL 11,570 100 % 11,570 100 % 11,570 100 % Watersound Gatehouse (c) Walton County, FL 10,271 87 % 10,271 100 % 10,271 100 % Other (j) Bay, Gulf and Walton Counties, FL 37,590 100 % 34,224 100 % 34,224 100 % 1,182,094 95 % 1,082,017 95 % 1,033,730 95 % * Net Rentable 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.
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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations , included in our Form 10‑K for the year ended December 31, 2023 filed with the SEC on February 21, 2024. 33 Table of Contents Real Estate Revenue and Gross Profit The following table sets forth a comparison of our total consolidated real estate revenue and gross profit: 2024 % (a) 2023 % (a) 2022 % (a) Dollars in millions Revenue: Residential real estate revenue $ 116.8 81.6 % $ 155.7 83.7 % $ 92.8 80.1 % Commercial and forestry real estate revenue 18.0 12.6 % 21.3 11.5 % 13.7 11.8 % Timber revenue 4.2 2.9 % 4.9 2.6 % 6.7 5.8 % Other revenue 4.2 2.9 % 4.1 2.2 % 2.7 2.3 % Real estate revenue $ 143.2 100.0 % $ 186.0 100.0 % $ 115.9 100.0 % Gross profit: Residential real estate $ 54.8 46.9 % $ 77.8 50.0 % $ 48.7 52.5 % Commercial and forestry real estate 13.1 72.8 % 14.7 69.0 % 9.7 70.8 % Timber 3.4 81.0 % 4.1 83.7 % 5.9 88.1 % Other 1.6 38.1 % 1.4 34.1 % 0.8 29.6 % Gross profit $ 72.9 50.9 % $ 98.0 52.7 % $ 65.1 56.2 % (a) Calculated percentage of total real estate revenue and the respective gross margin percentage.
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. 32 Table of Contents 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.
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 $5.7 million during 2024, compared to 2023.
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.
As of December 31, 2024, our consolidated entities had 1,235 multi-family and senior living units completed, of which 1,064 were leased (excludes 148 senior living units related to the unconsolidated Watersound Fountains Independent Living JV), compared to 1,235 multi-family and senior living units completed, of which 999 were leased as of December 31, 2023.
As of December 31, 2025 and 2024, our consolidated entities had 1,104 and 1,235, respectively, multi-family and senior living units completed, of which 988 and 1,064, respectively, were leased (excludes 148 senior living units related to the unconsolidated Watersound Fountains Independent Living JV).
See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information. In 2021, 30A Greenway Hotel, LLC (“The Lodge 30A JV”) entered into a $15.0 million loan (the “Lodge 30A JV Loan”). As of December 31, 2024 and 2023, $14.1 million and $14.7 million, respectively, was outstanding on the Lodge 30A JV Loan.
Debt, Net included in Item 15 of this Form 10-K for additional information. 46 Table of Contents In 2021, 30A Greenway Hotel, LLC (“The Lodge 30A JV”) entered into a $15.0 million loan (the “Lodge 30A JV Loan”). As of December 31, 2025 and 2024, $13.6 million and $14.1 million, respectively, was outstanding on the Lodge 30A JV Loan.
During the year ended December 31, 2024, we repurchased 70,985 shares of our common stock outstanding at an average purchase price of $47.38, per share, for an aggregate purchase price of $3.4 million, excluding the excise tax on stock repurchases in excess of issuances as a result of the IRA.
During 2024, we repurchased 70,985 shares of our common stock outstanding at an average repurchase price of $47.38, per share, for an aggregate repurchase price of $3.4 million, excluding the excise tax on stock repurchases in excess of issuances as a result of the IRA. See Item 5.
We receive a monthly fee related to the guarantee from our JV partner based on the JV partner’s ownership percentage. See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information. In 2021, a wholly-owned subsidiary of ours entered into a $26.8 million loan, which is guaranteed by us (the “North Bay Landing Loan”).
We receive a monthly fee related to the guarantee from our JV partner based on the JV partner’s ownership percentage. See Note 9. Debt, Net included in Item 15 of this Form 10-K for additional information. In 2021, a wholly-owned subsidiary of ours entered into a loan, as amended (the “North Bay Landing Loan”).
In 2021, a wholly-owned subsidiary of ours entered into a $12.0 million loan, which is guaranteed by us (the “Watersound Town Center Grocery Loan”). As of December 31, 2024 and 2023, $8.1 million and $10.5 million, 47 Table of Contents respectively, was outstanding on the Watersound Town Center Grocery Loan.
In 2021, a wholly-owned subsidiary of ours entered into a $12.0 million loan, which is guaranteed by us (the “Watersound Town Center Grocery Loan”). As of December 31, 2025 and 2024, $4.7 million and $8.1 million, respectively, was outstanding on the Watersound Town Center Grocery Loan.
The $129.4 million in capital expenditures included $121.8 million for new operating assets or for residential development and $7.6 million for sustaining capital on existing operating properties. We anticipate that future capital commitments will be funded through cash generated from operations, cash and cash equivalents on hand and new financing arrangements.
The $108.1 million in capital expenditures included $103.8 million for development or for new operating assets and $4.3 million for sustaining capital on existing operating properties. We anticipate that future capital commitments will be funded through cash generated from operations, cash and cash equivalents on hand and new financing arrangements.
Adjustments for non-cash items primarily include depreciation, depletion and amortization, equity in income from unconsolidated joint ventures, deferred income tax and cost of real estate sold. Net cash provided by operations was $108.0 million in 2024, as compared to $103.8 million in 2023. During 2024 net income was $72.4 million, compared to $74.1 million in 2023.
Adjustments for non-cash items primarily include depreciation, depletion and amortization, equity in income from unconsolidated joint ventures, deferred income tax and cost of real estate sold. Net cash provided by operations was $190.7 million in 2025, as compared to $108.0 million in 2024. During 2025 net income was $115.9 million, compared to $72.4 million in 2024.
Net cash used in financing activities during 2024 included capital distributions to non-controlling interest of $1.0 million, repurchase of common stock of $3.4 million, dividends paid of $30.3 million, principal payments for debt of $18.2 million, principal payments for finance leases of $0.2 million and debt issuance costs of $0.1 million, partially offset by borrowings on debt of $1.1 million.
Net cash used in financing activities during 2024 included dividends paid of $0.52 per share on our common stock $30.3 million, principal payments for debt of $18.2 million, repurchase of 70,985 shares of our common stock outstanding of $3.4 million, including excise tax, capital distributions to non-controlling interest of $1.0 million, principal payments for finance leases of $0.2 million and debt issuance costs of $0.1 million, partially offset by borrowings on debt of $1.1 million.
We are in the process of extending the maturity date of the current loan to February 2030. In 2020, Pier Park Resort Hotel, LLC (the “Pier Park Resort Hotel JV”) entered into a loan with an initial amount of $52.5 million up to a maximum of $60.0 million through additional earn-out requests (the “Pier Park Resort Hotel JV Loan”).
In 2020, Pier Park Resort Hotel, LLC (the “Pier Park Resort Hotel JV”) entered into a loan with an initial amount of $52.5 million up to a maximum of $60.0 million through additional earn-out requests (the “Pier Park Resort Hotel JV Loan”).
The hospitality segment generates revenue from membership sales, golf courses, lodging at our hotels, short-term vacation rentals, management of The Pearl Hotel (prior to acquisition in December 2022), food and beverage operations, merchandise sales, marina operations (including boat slip rentals, boat storage fees and fuel sales), flight services, other resort and entertainment activities and beach clubs, which includes food and beverage operations of the WaterColor Beach Club.
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.
As of December 31, 2024, we had 1,074 residential homesites under contract, which are expected to result in revenue of approximately $102.0 million, plus residuals, at closing of the homesites over the next several years.
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.
Equity in (loss) income from unconsolidated joint ventures includes our proportionate share of earnings or losses of unconsolidated JVs accounted for by the equity method. Equity in loss from unconsolidated joint ventures was $5.7 million during 2024, as compared to $0.9 million in 2023.
Equity in loss from unconsolidated joint ventures includes our proportionate share of earnings or losses of unconsolidated JVs accounted for using the equity method. Equity in loss from unconsolidated joint ventures was $6.6 million during 2025, as compared to $5.7 million in 2024.
The loan bears interest at SOFR plus 2.1%, with a floor of 2.3%, and matures in August 2031. The loan is secured by the real property and certain other Security Interests.
The loan matures in December 2047 and bears interest at a rate of SOFR plus 2.1%, with a floor of 2.6%. The loan is secured by the real property and certain other Security Interests.
The federal NOLs are specific to our QOF entity and do not expire. As of December 31, 2024 and 2023, we had state net NOLs of $4.0 million and $12.9 million, respectively. The majority of these state NOLs are available to offset future taxable income through 2044 and will begin expiring in 2040.
The federal NOLs are specific to our qualified opportunity funds (“QOF”) entity and do not expire. As of December 31, 2025 and 2024, we had state net NOLs of $5.8 million and $4.0 million, respectively. The majority of these state NOLs are available to offset future taxable income through 2044 and will begin expiring in 2040.
(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. Includes net rentable square feet of 6,752 within our residential segment.
(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.
Our hotel portfolio by property is as follows: Hotel Location Rooms (a) Camp Creek Inn (b) Walton County, FL 75 WaterColor Inn (c) Walton County, FL 67 The Pearl Hotel (d) Walton County, FL 55 Watersound Inn Walton County, FL 11 The Lodge 30A (e) (f) Walton County, FL 85 Home2 Suites by Hilton Santa Rosa Beach (b) Walton County, FL 107 Embassy Suites by Hilton Panama City Beach Resort (f) (g) Bay County, FL 255 Hilton Garden Inn Panama City Airport Bay County, FL 143 Homewood Suites by Hilton Panama City Beach (h) Bay County, FL 131 Hotel Indigo Panama City Marina (b) Bay County, FL 124 TownePlace Suites by Marriott Panama City Beach Pier Park (i) Bay County, FL 124 Residence Inn Panama City Beach Pier Park (j) Bay County, FL 121 Total rooms 1,298 29 Table of Contents (a) Includes hotels currently in operation.
We also operate the WaterColor Beach Club, which includes food and beverage operations and other hospitality related activities, such as beach chair rentals. 28 Table of Contents 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.
Leasing Revenue and Gross Profit Year Ended December 31, 2024 2023 2022 Dollars in millions Leasing revenue $ 60.3 $ 50.8 $ 39.2 Gross profit $ 31.5 $ 25.0 $ 21.6 Gross margin 52.2 % 49.2 % 55.1 % Leasing revenue increased $9.5 million, or 18.7%, to $60.3 million during 2024, as compared to $50.8 million in 2023.
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.
Total outstanding CDD debt related to our land holdings was $9.6 million as of December 31, 2024, which is comprised of $7.8 million at the SouthWood community, $1.7 million at the existing Pier Park retail center and less than $0.1 million at the Wild Heron residential community.
Total outstanding CDD debt related to our land holdings was $9.0 million as of December 31, 2025, which is comprised of $7.4 million at the SouthWood community, $1.5 million at the existing Pier Park retail center and less than $0.1 million at the Wild Heron residential community. We pay interest on this total outstanding CDD debt.
Other (expense) income, net for 2024, primarily includes net loss on disposal of assets. 42 Table of Contents Commercial The table below sets forth the consolidated results of operations of our commercial segment: Year Ended December 31, 2024 2023 2022 In millions Revenue: Leasing revenue Commercial leasing revenue $ 25.3 $ 21.5 $ 19.6 Multi-family leasing revenue 23.3 19.4 14.2 Senior living leasing revenue 7.8 7.3 4.7 Total leasing revenue 56.4 48.2 38.5 Real estate revenue Commercial and forestry real estate revenue 18.0 21.3 13.7 Timber revenue 4.2 4.9 6.7 Total real estate revenue 22.2 26.2 20.4 Hospitality revenue 0.5 Total revenue 78.6 74.4 59.4 Expenses: Cost of leasing revenue 25.9 22.9 16.4 Cost of real estate revenue 5.7 7.4 4.8 Cost of hospitality revenue 0.6 Other operating expenses 3.8 4.3 4.2 Depreciation, depletion and amortization 18.8 16.1 13.0 Total expenses 54.2 50.7 39.0 Operating income 24.4 23.7 20.4 Other (expense) income: Interest expense (12.5) (11.7) (7.3) Gain on contributions to unconsolidated joint ventures 1.8 Equity in (loss) income from unconsolidated joint ventures (5.7) (0.9) 22.1 Other (expense) income, net (0.6) 0.1 (0.7) Total other (expense) income, net (18.8) (12.5) 15.9 Income before income taxes $ 5.6 $ 11.2 $ 36.3 The following table sets forth details of our commercial segment consolidated revenue and gross profit (deficit): Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 Gross Gross Gross Gross Profit Gross Revenue Profit Margin Revenue Profit Margin Revenue (Deficit) Margin Dollars in millions Leasing Commercial leasing $ 25.3 $ 16.7 66.0 % $ 21.5 $ 13.2 61.4 % $ 19.6 $ 12.7 64.8 % Multi-family leasing 23.3 11.5 49.4 % 19.4 10.3 53.1 % 14.2 8.8 62.0 % Senior living leasing 7.8 2.3 29.5 % 7.3 1.8 24.7 % 4.7 0.6 12.8 % Total leasing 56.4 30.5 54.1 % 48.2 25.3 52.5 % 38.5 22.1 57.4 % Real estate Commercial and forestry real estate 18.0 13.1 72.8 % 21.3 14.7 69.0 % 13.7 9.7 70.8 % Timber 4.2 3.4 81.0 % 4.9 4.1 83.7 % 6.7 5.9 88.1 % Total real estate 22.2 16.5 74.3 % 26.2 18.8 71.8 % 20.4 15.6 76.5 % Hospitality N/A % N/A % 0.5 (0.1) (20.0) % Total $ 78.6 $ 47.0 59.8 % $ 74.4 $ 44.1 59.3 % $ 59.4 $ 37.6 63.3 % 43 Table of Contents Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following discussion sets forth details of the consolidated results of operations of our commercial segment.
Other income (expense), net during 2024 primarily includes net loss on disposal of assets. 42 Table of Contents Commercial The table below sets forth the consolidated results of operations of our commercial segment: Year Ended December 31, 2025 2024 2023 In millions Revenue: Leasing revenue Commercial leasing revenue $ 29.6 $ 25.3 $ 21.5 Multi-family leasing revenue 23.3 23.3 19.4 Senior living leasing revenue 6.2 7.8 7.3 Total leasing revenue 59.1 56.4 48.2 Real estate revenue Commercial and forestry real estate revenue 55.7 18.0 21.3 Timber revenue 4.2 4.2 4.9 Total real estate revenue 59.9 22.2 26.2 Total revenue 119.0 78.6 74.4 Expenses: Cost of leasing revenue (a) 25.4 25.9 22.9 Cost of real estate revenue (a) 24.8 5.7 7.4 Other operating expenses (a) 4.6 3.8 4.3 Depreciation, depletion and amortization 18.4 18.8 16.1 Total expenses 73.2 54.2 50.7 Operating income 45.8 24.4 23.7 Other (expense) income: Interest expense (10.8) (12.5) (11.7) Equity in loss from unconsolidated joint ventures (6.6) (5.7) (0.9) Other (expense) income, net (1.1) (0.6) 0.1 Total other expense, net (18.5) (18.8) (12.5) Income before income taxes $ 27.3 $ 5.6 $ 11.2 (a) Excluding depreciation, depletion and amortization, shown separately above. The following table sets forth details of our commercial segment consolidated revenue and gross profit: Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Gross Gross Gross Gross Gross Gross Revenue Profit Margin Revenue Profit Margin Revenue Profit Margin Dollars in millions Leasing Commercial leasing $ 29.6 $ 20.1 67.9 % $ 25.3 $ 16.7 66.0 % $ 21.5 $ 13.2 61.4 % Multi-family leasing 23.3 11.6 49.8 % 23.3 11.5 49.4 % 19.4 10.3 53.1 % Senior living leasing 6.2 2.0 32.3 % 7.8 2.3 29.5 % 7.3 1.8 24.7 % Total leasing 59.1 33.7 57.0 % 56.4 30.5 54.1 % 48.2 25.3 52.5 % Real estate Commercial and forestry real estate 55.7 31.7 56.9 % 18.0 13.1 72.8 % 21.3 14.7 69.0 % Timber 4.2 3.4 81.0 % 4.2 3.4 81.0 % 4.9 4.1 83.7 % Total real estate 59.9 35.1 58.6 % 22.2 16.5 74.3 % 26.2 18.8 71.8 % Total $ 119.0 $ 68.8 57.8 % $ 78.6 $ 47.0 59.8 % $ 74.4 $ 44.1 59.3 % 43 Table of Contents Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The following discussion sets forth details of the consolidated results of operations of our commercial segment.
Certain homesite residuals and other revenue related to 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.
Certain homesite residuals and other revenue related to 25 Table of Contents 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.
As of December 31, 2024 and 2023, we had various loans outstanding totaling $442.7 million and $459.2 million, respectively, with maturities from March 2025 through March 2064.
As of December 31, 2025 and 2024, we had various loans outstanding totaling $396.0 million and $442.7 million, respectively, with maturities from April 2027 through March 2064.
An additional sales showroom located in the Watersound Town Center opened in June 2024. Other (Expense) Income, Net Other (expense) income, net primarily includes income from our retained interest investments, gain on insurance recoveries and other income and expense items as detailed in the table below: 37 Table of Contents Year Ended December 31, 2024 2023 2022 In millions Accretion income from retained interest investments $ $ 2.6 $ 1.7 Gain on insurance recoveries 9.8 Miscellaneous (expense) income, net (0.7) 0.6 1.5 Other (expense) income, net $ (0.7) $ 3.2 $ 13.0 Other (expense) income, net decreased $3.9 million to other expense, net of $0.7 million during 2024, as compared to other income, net of $3.2 million in 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: 36 Table of Contents 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.
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. We do not anticipate immediate benefits from investments.
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.
Pier Park RI, LLC, (the “Pier Park RI JV”) is unconsolidated and is accounted for under the equity method of accounting, which is included within our commercial segment. See Note 4. Joint Ventures included in Item 15 of this Form 10-K for additional information.
(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.
The loan bears interest at a rate of 2.7% and matures in May 2057. The loan includes a prepayment premium due to the lender of 1% - 8% for any principal that is prepaid through May 2032. The loan is secured by the real property and certain other Security Interests. See Note 10.
The loan bears interest at a rate of 3.1% and matures in June 2060. The loan includes a prepayment premium due to the lender of 2% - 7% for any additional principal that is prepaid through August 2031. The loan is secured by the real property and certain other Security Interests. See Note 9.
Joint Ventures included in Item 15 of this Form 10-K for additional information.
Income Taxes included in Item 15 of this Form 10-K for additional information.
Debt, Net included in Item 15 of this Form 10-K for additional information. In 2020, a wholly-owned subsidiary of ours entered into a $15.3 million loan, which is guaranteed by us (the “Airport Hotel Loan”). As of December 31, 2024 and 2023, $11.7 million and $13.0 million, respectively, was outstanding on the Airport Hotel Loan.
Debt, Net included in Item 15 of this Form 10-K for additional information. In 2020, a wholly-owned subsidiary of ours entered into a $16.8 million loan, which is guaranteed by us (the “Breakfast Point Hotel Loan”). As of December 31, 2025 and 2024, $15.0 million and $15.5 million, respectively, was outstanding on the Breakfast Point Hotel Loan.
As of December 31, 2024, the unconsolidated Latitude Margaritaville Watersound JV has completed 1,663 home sale transactions of the total estimated 3,500 homes planned in the community and had 367 homes under contract, which are expected to result in a sales value of approximately $226.9 million at closing of the homes. See Note 4.
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.
The cash deposit accounts and offsetting liability balances for escrow deposits in connection with our title insurance agencies for real estate transactions were $6.4 million and $10.0 million as of December 31, 2024 and 2023, respectively.
The cash deposit accounts and offsetting liability balances for escrow deposits in connection with our title insurance agencies for real estate transactions were $8.0 million and $6.4 million as of December 31, 2025 and 2024, respectively. These escrow funds are not available for regular operations.
The loan includes a prepayment premium due to the lender of 1% of the outstanding principal balance for any additional principal that is prepaid through November 2027. The loan is secured by the real property and certain other Security Interests. See Note 10. Debt, Net included in Item 15 of this Form 10-K for additional information.
The loan includes a prepayment premium due to the lender of 1% of the outstanding principal balance for any additional principal that is prepaid through November 2027. The loan is secured by the real property and certain other Security Interests. See Note 9.
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.
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.
These escrow funds are not available for regular operations. 49 Table of Contents Summary of Cash Flows A summary of our cash flows from operating, investing and financing activities are as follows: Year Ended December 31, 2024 2023 2022 In millions Net cash provided by operating activities $ 108.0 $ 103.8 $ 48.2 Net cash used in investing activities (50.4) (99.1) (189.8) Net cash (used in) provided by financing activities (52.1) 40.8 112.5 Net increase (decrease) in cash, cash equivalents and restricted cash 5.5 45.5 (29.1) Cash, cash equivalents and restricted cash at beginning of the year 90.8 45.3 74.4 Cash, cash equivalents and restricted cash at end of the year $ 96.3 $ 90.8 $ 45.3 Cash Flows from Operating Activities Net cash flows provided by operating activities includes net income, adjustments for non-cash items, distribution of earnings from unconsolidated joint ventures, changes in operating assets and liabilities and expenditures related to assets ultimately planned to be sold, including developed and undeveloped land.
Summary of Cash Flows A summary of our cash flows from operating, investing and financing activities are as follows: Year Ended December 31, 2025 2024 2023 In millions Net cash provided by operating activities $ 190.7 $ 108.0 $ 103.8 Net cash used in investing activities (26.2) (50.4) (99.1) Net cash (used in) provided by financing activities (124.3) (52.1) 40.8 Net increase in cash, cash equivalents and restricted cash 40.2 5.5 45.5 Cash, cash equivalents and restricted cash at beginning of the year 96.3 90.8 45.3 Cash, cash equivalents and restricted cash at end of the year $ 136.5 $ 96.3 $ 90.8 Cash Flows from Operating Activities Net cash provided by operating activities includes net income, adjustments for non-cash items, distribution of earnings from unconsolidated joint ventures, changes in operating assets and liabilities and expenditures related to assets ultimately planned to be sold.
As of December 31, 2024 and 2023, $34.2 million and $34.7 million, respectively, was outstanding on the PPC JV Loan. The loan bears interest at a rate of 3.1% and matures in June 2060. The loan includes a prepayment premium due to the lender of 2% - 8% for any additional principal that is prepaid through August 2031.
As of December 31, 2025 and 2024, $21.4 million and $21.8 million, respectively, was outstanding on the PPC II JV Loan. The loan bears interest at a rate of 2.7% and matures in May 2057. The loan includes a prepayment premium due to the lender of 1% - 7% for any principal that is prepaid through May 2032.
The increase in net cash provided by operating activities was primarily due to the changes in depreciation, depletion and amortization, distribution of earnings from unconsolidated joint ventures, deferred income tax and other assets, partially offset by the changes in cost of real estate sold, deferred revenue and accounts payable and other liabilities during the year.
The increase in net cash provided by operating activities was primarily due to the changes in net income, distribution of earnings from unconsolidated joint ventures, cost of real estate sold, deferred revenue and accounts payable and other liabilities, partially offset by the changes in equity in income from unconsolidated joint ventures, deferred income tax, expenditures for an acquisition of real estate to be sold, (gain) loss on disposal of property and equipment and other assets during the year.
Commercial and Forestry Real Estate Revenue and Gross Profit. 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%).
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%).
Hospitality Revenue and Gross Profit Year Ended December 31, 2024 2023 2022 Dollars in millions Hospitality revenue $ 199.2 $ 152.4 $ 97.2 Gross profit $ 62.8 $ 30.2 $ 19.7 Gross margin 31.5 % 19.8 % 20.3 % Hospitality revenue increased $46.8 million, or 30.7% to $199.2 million during 2024, as compared to $152.4 million in 2023.
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.
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 and Watersound Origins West members consisting of the communities’ residents. In addition, an executive golf course located in the community is available to residents and for public play.
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.

216 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added0 removed6 unchanged
Biggest changeAs of December 31, 2024, we had variable-rate debt outstanding totaling $184.6 million, of which $40.7 million was swapped to a fixed interest rate. As of December 31, 2024, the weighted average interest rate on our variable rate loans, excluding the swapped portion, based on SOFR was 6.5%.
Biggest changeAs of December 31, 2025, we had variable-rate debt outstanding totaling $115.9 million, of which $39.8 million was swapped to a fixed interest rate. As of December 31, 2025, the weighted average interest rate on our variable rate loans, excluding the swapped portion, based on SOFR was 5.9%.
We have historically been exposed, and in the future may again be exposed, to credit risk associated with Securities and these instruments are subject to price fluctuations as a result of changes in the financial market’s assessment of 54 Table of Contents issuer credit quality, increases in delinquency and default rates, changes in prevailing interest rates and other economic factors.
We have historically been exposed, and in the future may again be exposed, to credit risk associated with Securities and these instruments are subject to price fluctuations as a result of changes in the financial market’s assessment of issuer credit quality, increases in delinquency and default rates, changes in prevailing interest rates and other economic factors.
A hypothetical 100 basis point increase in interest rates would result in a decrease of less than $0.1 million in the market value of these investments as of December 31, 2024.
A hypothetical 100 basis point increase in interest rates would result in a decrease of less than $0.1 million in the market value of these investments as of December 31, 2025.
Based on the outstanding balance of these loans as of December 31, 2024, a hypothetical 100 basis point increase in the applicable rate would result in an increase to our annual interest expense of $1.4 million. See Note 6. Financial Instruments and Fair Value Measurements and Note 10.
Based on the outstanding balance of these loans as of December 31, 2025, a hypothetical 100 basis point increase in the applicable rate would result in an increase to our annual interest expense of $0.8 million. See Note 5. Financial Instruments and Fair Value Measurements and Note 9.

Other JOE 10-K year-over-year comparisons