ST JOE Co Fair Value Disclosure
5. Financial Instruments and Fair Value Measurements
Fair Value Measurements
The financial instruments measured at fair value on a recurring basis are as follows:
December 31, 2025 | ||||||||||||
| | | | Total Fair | ||||||||
Level 1 | Level 2 | Level 3 | Value | |||||||||
Cash equivalents: |
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Money market funds | $ | 5,108 | $ | — | $ | — | $ | 5,108 | ||||
U.S. Treasury Bills | 58,896 | — | — | 58,896 | ||||||||
$ | 64,004 | $ | — | $ | — | $ | 64,004 | |||||
December 31, 2024 | ||||||||||||
| | | | Total Fair | ||||||||
Level 1 | Level 2 | Level 3 | Value | |||||||||
Cash equivalents: |
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Money market funds | $ | 2,408 | $ | — | $ | — | $ | 2,408 | ||||
U.S. Treasury Bills | 58,971 | — | — | 58,971 | ||||||||
$ | 61,379 | $ | — | $ | — | $ | 61,379 | |||||
Money market funds and U.S. Treasury Bills are measured based on quoted market prices in an active market and categorized within Level 1 of the fair value hierarchy. Money market funds and short-term U.S. Treasury Bills with a maturity date of 90 days or less from the date of purchase are classified as cash equivalents in the Company’s consolidated balance sheets.
Assets and liabilities measured at fair value on a recurring basis related to interest rate swap agreements designated as cash flow hedges are as follows:
Fixed | Notional | Fair | Location in | ||||||||||||||||
Effective | Maturity | Interest | Amount as of | Derivative Asset Fair Value | Value | Consolidated | |||||||||||||
Description | Date | Date | Rate | December 31, 2025 | December 31, 2025 | December 31, 2024 | Level | Balance Sheets | |||||||||||
In Millions | In Thousands | ||||||||||||||||||
Pier Park Resort Hotel JV Loan (a) | December 2022 | April 2027 | 3.2% | $ | 39.8 | $ | 1,127 | $ | 2,560 | 2 | |||||||||
Pier Park TPS JV Loan (b) | January 2021 | January 2026 | 5.2% | $ | 12.8 | $ | 7 | $ | 108 | 2 | |||||||||
| (a) | See Note 9. Debt, Net for additional information. |
| (b) | Interest rate swap was entered into by the Pier Park TPS JV, which is unconsolidated and accounted for using the equity method. The derivative asset has been recorded at the Company’s proportionate share of its estimated fair value. The Company’s proportionate share of the gain or loss on the derivative instrument is reported as a component of other comprehensive loss and reclassified into equity in income from unconsolidated joint ventures in the period during which the hedged transaction affects earnings. See Note 4. Joint Ventures and Note 19. Commitments and Contingencies for additional information. |
The following is a summary of the effect of derivative instruments on the Company’s consolidated statements of income and consolidated statements of comprehensive income:
| Year Ended December 31, | |||||||||
| 2025 | 2024 | 2023 | |||||||
Amount of net (loss) gain recognized in other comprehensive loss |
| $ | (153) | $ | 1,090 | $ | 330 | |||
Amount of net gain reclassified into interest expense |
| $ | (1,272) | $ | (1,689) | $ | (1,605) | |||
Amount of net gain reclassified into equity in income from unconsolidated joint ventures | $ | (110) | $ | (177) | $ | (162) | ||||
As of December 31, 2025, based on current value, the Company expects to reclassify $0.9 million of derivative instruments from accumulated other comprehensive income to earnings during the next twelve months. See Note 13. Accumulated Other Comprehensive Income for additional information.
Investment in Unconsolidated Joint Ventures
The fair value of the Company’s investment in unconsolidated joint ventures is determined primarily using a discounted cash flow model to value the underlying net assets or cash flows of the respective JV. The fair value of investment in unconsolidated joint ventures required to be assessed for impairment is determined using Level 3 inputs in the fair value hierarchy. No impairment for unconsolidated JVs was recorded during 2025, 2024 or 2023. See Note 4. Joint Ventures for additional information.
Long-lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The fair value of long-lived assets required to be assessed for impairment is determined using Level 3 inputs in the fair value hierarchy. During 2025, 2024 and 2023 the Company did not record any impairment charges related to long-lived assets.
Fair Value of Financial Instruments
The carrying value of the Company’s cash and cash equivalents, restricted cash, receivables, other assets, accounts payable and other liabilities approximate fair value due to the short-term nature of these instruments.
The Company uses the following methods and assumptions in estimating fair value for financial instruments:
| ● | The fair value of the investments held by SPE - time deposit is based on the present value of future cash flows at the current market rate. |
| ● | The fair value of the investments held by SPE - U.S. Treasury Bills are measured based on quoted market prices in an active market. |
| ● | The fair value of debt is based on discounted future expected cash flows based on current market rates for financial instruments with similar risks, terms and maturities. |
| ● | The fair value of the Senior Notes held by SPE is based on the present value of future cash flows at the current market rate. |
The carrying amount and estimated fair value, measured on a nonrecurring basis, of the Company’s financial instruments were as follows:
December 31, 2025 | December 31, 2024 | |||||||||||||||
| Carrying | | Estimated | | | Carrying | | Estimated | | |||||||
value | Fair value | Level | value | Fair value | Level | |||||||||||
Investments held by SPEs: |
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Time deposit | $ | 200,000 | $ | 200,000 |
| 3 | $ | 200,000 | $ | 200,000 |
| 3 | ||||
U.S. Treasury Bills | $ | 2,442 | $ | 2,434 |
| 1 | $ | 3,143 | $ | 3,078 |
| 1 | ||||
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Senior Notes held by SPE | $ | 178,821 | $ | 183,033 |
| 3 | $ | 178,484 | $ | 178,473 |
| 3 | ||||
Debt | ||||||||||||||||
Fixed-rate debt | $ | 280,089 | $ | 239,992 | 2 | $ | 258,135 | $ | 206,775 | 2 | ||||||
Variable-rate debt | 115,919 | 115,919 | 2 | 184,581 | 184,581 | 2 | ||||||||||
Total debt | $ | 396,008 | $ | 355,911 | $ | 442,716 | $ | 391,356 | ||||||||
Investments and Senior Notes Held by Special Purpose Entities
In connection with a real estate sale in 2014, the Company received consideration including a $200.0 million fifteen-year installment note (the “Timber Note”) issued by Panama City Timber Finance Company, LLC. The Company contributed the Timber Note and assigned its rights as a beneficiary under a letter of credit to Northwest Florida Timber Finance, LLC. Northwest Florida Timber Finance, LLC monetized the Timber Note by issuing $180.0 million aggregate principal amount of its 4.8% Senior Secured Notes due in 2029 at an issue price of 98.5% of face value to third-party investors. The investments held by Panama City Timber Finance Company, LLC as of December 31, 2025, consist of a $200.0 million time deposit that, subsequent to April 2, 2014, pays interest at 4.0% and matures in March 2029, U.S. Treasuries of $2.4 million and cash of $0.4 million. The Senior Notes held by Northwest Florida Timber Finance, LLC as of December 31, 2025, consist of $178.8 million, net of the $1.2 million discount and debt issuance costs. Panama City Timber Finance Company, LLC and Northwest Florida Timber Finance, LLC are VIEs, which the Company consolidates as the primary beneficiary of each entity.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 24, 2021 | |
| 2019 | Feb 26, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Mar 2, 2017 | |
| 2015 | Mar 3, 2016 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.