GEO Group adjusts leverage test on $150M restricted payment basket

Rhea-AI Filing Summary

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.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

GEO GROUP INC false 0000923796 0000923796 2025-11-13 2025-11-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 13, 2025

THE GEO GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida		1-14260		65-0043078
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4955 Technology Way, Boca Raton, Florida		33431
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (561) 893-0101

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 Par Value		GEO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 1 Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On November 13, 2025, The GEO Group, Inc. (“GEO” or the “Company”) entered into that certain Second Amendment to Credit Agreement (the “Amendment”), by and among each of GEO and GEO Corrections Holdings, Inc., as the Borrowers, the guarantors named therein, Citizens Bank, N.A., as administrative agent, and the lenders party thereto. The Amendment effectively removes the 3.00 to 1.00 total leverage ratio hurdle from one-half of the $150.0 million general carve-out to the Credit Agreement’s restricted payments negative covenant. The foregoing summary is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto to this Current Report on Form 8-K (the “Form 8-K”) and incorporated by reference herein.

Section 2 Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Form 8-K is incorporated herein by reference.

Section 9 Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1*		Second Amendment to Credit Agreement, dated as of November 13, 2025, among The GEO Group, Inc. and GEO Corrections Holdings, Inc., as borrowers, Citizens Bank, N.A. as Administrative Agent, the other loan parties thereto and the other lender parties thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain exhibits and schedules have been omitted pursuant to Item 601 of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules or exhibits to the SEC upon request by the SEC; provided that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				THE GEO GROUP, INC.
November 18, 2025				By:		/s/ Mark J. Suchinski
Date						Mark J. Suchinski
						Senior Vice President and Chief Financial Officer
						(Principal Financial Officer)

FAQ

What did GEO Group (GEO) announce in this 8-K filing?

GEO Group announced it entered into a Second Amendment to its Credit Agreement, changing how a portion of its restricted payments covenant operates under that facility.

How does the Second Amendment affect GEO Group’s leverage ratio covenant?

The amendment removes the 3.00 to 1.00 total leverage ratio hurdle from one-half of the general carve-out to the Credit Agreement’s restricted payments negative covenant.

What is the size of the restricted payments carve-out mentioned by GEO Group?

The Credit Agreement includes a $150.0 million general carve-out to its restricted payments negative covenant, and the amendment changes the conditions applied to one-half of that amount.

Does the amendment mean GEO Group is raising new capital or changing total debt?

The disclosure describes a covenant change to the existing Credit Agreement. It focuses on the restricted payments provisions and does not state that new debt or equity is being issued.

Who are the parties to GEO Group’s Second Amendment to the Credit Agreement?

The parties include The GEO Group, Inc. and GEO Corrections Holdings, Inc. as borrowers, the guarantors named in the agreement, Citizens Bank, N.A. as administrative agent, and the lenders party to the credit facility.

When was GEO Group’s Second Amendment to the Credit Agreement executed?

The Second Amendment to the Credit Agreement is dated November 13, 2025.