圣乔 2024年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscalyear endedDecember31,2024☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934 The St. Joe Company Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.YES☐NO☑ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities ExchangeAct of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90days.YES☑NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was requiredto submit such files).YESþNO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and“emerging growth company” in Rule12b-2 of the Exchange Act. Largeacceleratedfiler☑Non-accelerated filer☐ Acceleratedfiler☐Smallerreportingcompany☐Emerging Growth Company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☑If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).YES☐NO☑ The aggregate market value of the registrant’s Common Stock held by non-affiliates based on the closing price on June30, 2024, wasapproximately $2.0billion. Portions of the Registrant’s definitive proxy statement for its 2025 Annual Meeting of Shareholders, which proxy statement will be filed nolater than 120days after the close of the Registrant’s fiscalyear ended December31,2024, are hereby incorporated by reference in PartIII of thisAnnual Report on Form10-K. THE ST. JOE COMPANYINDEX PARTIItem1. Business3Item1A. Risk Factors7Item1B. Unresolved Staff Comments20Item 1C. Cybersecurity20Item2. Properties22Item3. Legal Proceedings22Item4. Mine Safety Disclosures22PARTIIItem5. Market for the Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities23Item6. Reserved25Item7. Management’s Discussion and Analysis of Financial Condition and Results ofOperations25Item7A. Quantitative and Qualitative Disclosures about Market Risk54Item8. Financial Statements and Supplementary Data55Item9. Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure55Item9A. Controls and Procedures55Item9B. Other Information57Item9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections57PARTIIIItem10. Directors, Executive Officers and Corporate Governance58Item11. Executive Compensation58Item12. Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters58Item13. Certain Relationships and Related Transactions and Director Independence58Item14. Principal Accounting Fees and Services58PARTIVItem15. Exhibits, Financial Statement Schedules59SIGNATURES61 PARTI Item1.Business As used throughout this Annual Report on Form10-K, the terms “St. Joe,” the “Company,” “we,”“our,” or “us” include The St. Joe Company, its consolidated subsidiaries and consolidated jointventures unless the context indicates otherwise. Description St. Joe was incorporated in the State of Florida in 1936. We are a diversified real estatedevelopment, asset management and operating company. As of December 31, 2024, we owned167,000 acres of land in Northwest Florida, compared to 168,000 acres and 169,000 acres as ofDecember 31, 2023 and 2022, respectively. A portion of our land is within The Bay-Walton Sec