Geo Group Inc SEC Filings

The GEO Group, Inc. reported that it entered into a Second Amendment to its Credit Agreement with Citizens Bank and other lenders. The amendment removes the 3.00 to 1.00 total leverage ratio hurdle from one-half of the existing $150.0 million general carve-out in the agreement’s restricted payments covenant.

In practical terms, this change makes it easier for GEO to use part of that $150.0 million allowance for actions such as dividends, share repurchases, or other restricted payments without first meeting that specific leverage test, while the rest of the covenant structure under the credit agreement remains in place.

The GEO Group (GEO) reported stronger Q3 2025 results. Revenue rose to $682.3 million from $603.1 million a year ago. The quarter included a $232.4 million gain on asset divestitures and a $37.6 million contingent litigation reserve, leading to net income of $173.9 million versus $26.3 million last year. Diluted EPS was $1.24 (vs. $0.19).

For the first nine months, revenue reached $1.924 billion (vs. $1.816 billion) with net income of $222.5 million (vs. $16.4 million). Operating cash flow was $189.9 million, supported by $321.1 million of asset sale proceeds and $161.3 million of capital expenditures. Cash increased to $183.9 million and long‑term debt declined to $1.553 billion.

GEO repurchased 1,966,779 shares for $41.6 million in Q3 and later expanded its share repurchase authorization to $500 million. An amendment raised Revolver commitments to $450 million, extended maturity to 2030, and reduced SOFR‑based margins by 0.50%. Shares outstanding were 139,197,249 as of November 4, 2025.

The GEO Group (GEO) furnished third‑quarter 2025 results and updated guidance via a press release and announced a larger, longer share repurchase program. The Board approved increasing the authorization to $500 million and extended the program’s expiration to December 31, 2029.

Repurchases may be made at management’s discretion in the open market, by block purchase, through privately negotiated transactions, pursuant to a trading plan, or otherwise in compliance with Rule 10b‑18. The Board may extend, increase, decrease, suspend, or terminate the program at any time, and the authorization does not obligate the company to repurchase any amount. The Q3 2025 financial results and guidance update were provided in an accompanying press release furnished as an exhibit.

George C. Zoley, Executive Chairman and director of The GEO Group (GEO), reported a series of pre-arranged sales totaling 155,881 shares as part of estate planning. The Form 4 shows three blocks of 31,176 common shares sold on 09/08/2025, 09/09/2025, and 09/10/2025 at weighted average prices of $20.5076, $20.522, and $21.5207, respectively. The filing also reports disposition of 50,000 restricted shares. Following the reported trades, the beneficial ownership reported on the form declined to 3,850,904 shares after the 09/10/2025 transactions. The filer says these sales were pre-planned estate planning transactions covering a total of 155,881 shares contemplated since September 4, 2025.

George C. Zoley, Executive Chairman and Director of The GEO Group, Inc. (GEO), reported amendments to insider sales tied to pre-arranged estate planning. The filings show pre-planned transactions beginning September 4, 2025 that contemplate a total of 155,881 shares. Since September 4, 2025, 62,353 shares have been sold under that plan. The Form 4/A corrects an earlier report: sales on September 4, 2025 totaled 31,177 shares at a weighted average price of $21.051, and sales on September 5, 2025 totaled 31,176 shares at a weighted average price of $20.9974. The report lists beneficial ownership totals of 3,975,608 shares after the September 4 sale and 3,944,432 shares after the September 5 sale. The filing also records a disposition of 50,000 restricted shares. The amendment was signed by an attorney-in-fact on behalf of Mr. Zoley.

George C. Zoley, Executive Chairman of The GEO Group, reported a series of pre‑arranged, estate‑planning sales of company stock beginning 09/04/2025. He sold 31,177 shares on 09/04/2025 and 29,876 shares on 09/05/2025, and disposed of 50,000 restricted shares, totaling 61,053 shares sold to date out of an intended 155,881 shares under the plan. The weighted average sale prices reported were $21.051 (range $20.95–$21.13) and $20.995 (range $20.7868–$21.1882). Beneficial ownership after the reported transactions is shown as 3,975,608 shares following the 09/04 sales and 3,945,732 shares following the 09/05 sales.

The GEO Group, Inc. (GEO) submitted a Form 144 reporting a proposed sale of 155,881 common shares through Merrill Lynch on the NYSE with an aggregate market value of $3,268,824.57. The filer reports acquiring 55,881 shares on 03/03/2025 as equity compensation and 100,000 shares in August 2024 by open-market purchases (50,000 on 08/12/2024 and 50,000 on 08/13/2024). The filing lists prior sales by the same person during the past three months totaling 250,888 shares with gross proceeds shown for each trade between $213,236.53 and $552,404.37. The proposed block represents approximately 0.11% of the issuer's 141,534,615 outstanding shares.

The filing shows insider transactions by George C. Zoley, Executive Chairman and Director of The GEO Group, Inc. (GEO). The reporting person sold a total of 230,918 shares as part of pre-arranged estate planning that began August 18, 2025. Specific reported trades on August 28–29, 2025 include dispositions of 10,480 and 10,490 shares (and additional blocks), with weighted average sale prices reported around $20.56 to $20.81. After the August 29 sales, certain trust-held shares reached zero beneficial ownership for the reporting person. The filing states the trust shares are held for the reporting person’s children, the spouse is trustee, and the reporting person has no pecuniary interest or investment control over those trust shares. The form is signed by an attorney-in-fact on behalf of Mr. Zoley.