[8-K] GEO GROUP INC Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Equity capital markets analyst

GEO expanded buyback to $500M through Dec 31, 2029; terms are discretionary.

GEO increased its share repurchase authorization to $500,000,000 and extended the program to December 31, 2029. Repurchases can occur via open market, block trades, privately negotiated deals, or trading plans, consistent with Rule 10b‑18.

Execution depends on market conditions, regulatory requirements, the company’s existing obligations including its Credit Agreement, and other corporate liquidity priorities. The Board can modify or terminate the program, and there is no obligation to purchase shares.

The company also furnished Q3 2025 results and an updated outlook via a press release exhibit. Actual repurchase activity and any financial effects will depend on subsequent decisions and disclosures.

GEO GROUP INC false 0000923796 0000923796 2025-11-06 2025-11-06

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 6, 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 Instruction 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 2 Financial Information

Item 2.02. Results of Operations and Financial Condition.

On November 6, 2025, The GEO Group, Inc. (“GEO” or the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2025 and updating its financial guidance for the fourth quarter and full year ending December 31, 2025.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 8 Other Events

Item 8.01. Other Events.

On November 6, 2025, GEO announced that its Board of Directors had approved on November 4, 2025 an increase to the share repurchase authorization under its share repurchase program to $500 million of its common stock and an extension of the expiration date of the share repurchase program to December 31, 2029. Repurchases of GEO’s outstanding common stock will be made in accordance with applicable securities laws and may be made at the discretion of GEO’s senior management from time to time in the open market, by block purchase, through privately negotiated transactions, pursuant to a trading plan, or otherwise in compliance with Rule 10b-18 under the Exchange Act. The authorization for the share repurchase program may be extended, increased, decreased, suspended or terminated by GEO’s Board of Directors in its discretion at any time. Repurchases of the Company’s common stock (and the timing thereof) will depend upon market conditions, regulatory requirements, the Company’s existing obligations, including its Credit Agreement, other corporate liquidity requirements and priorities and other factors as may be considered in the Company’s sole discretion. The authorization for the share repurchase program does not obligate GEO to purchase any particular amount of the Company’s common stock.

Section 9 Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release, dated November 6, 2025, announcing GEO’s financial results for the third quarter ended September 30, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 6, 2025				By:		/s/ Mark J. Suchinski
Date						Mark J. Suchinski
						Senior Vice President and Chief Financial Officer
						(Principal Financial Officer)

2