[8-K] The GEO Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Fusion Fuel Green PLC (Nasdaq: HTOO) reports that, on 5 Aug 2025, the Nasdaq Hearings Advisor confirmed the company has regained compliance with Nasdaq Listing Rules 5620(a) (annual meeting requirement) and 5550(a)(2) (minimum $1.00 bid price). The decision removes the immediate risk of delisting and restores the company’s full listing status on the Nasdaq Capital Market. A press release detailing the ruling was furnished as Exhibit 99.1.

No financial results, guidance, or transactional updates were included in this Form 6-K. Management cautions that forward-looking statements remain subject to the risk factors outlined in the May 9 2025 Form 20-F.

Positive

• Nasdaq compliance regained, eliminating immediate delisting threat and preserving trading liquidity and investor access.

Negative

• None.

Insights

Equity Analyst

TL;DR: Nasdaq compliance restored; lowers delisting risk, mildly positive for equity perception.

The confirmation that HTOO now satisfies Rules 5620(a) and 5550(a)(2) removes a critical overhang that could have led to forced delisting or a reverse split. While the filing lacks financial data, continued listing preserves liquidity, index eligibility, and investor confidence. The event is incrementally positive but not transformational; future valuation will still hinge on execution of hydrogen projects and upcoming earnings disclosures.

Corporate Governance Specialist

TL;DR: Governance compliance achieved; signals improved internal controls.

Meeting the shareholder-meeting rule (5620(a)) indicates that board and management have aligned governance practices with U.S. exchange standards. Coupled with restoring bid-price compliance, this decision demonstrates responsive remediation of prior deficiencies. The panel’s ruling should reduce governance-related risk premiums, though ongoing monitoring is advised given prior non-compliance history.

GEO GROUP INC false 0000923796 0000923796 2025-08-06 2025-08-06

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): August 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 August 6, 2025, The GEO Group, Inc. (“GEO” or the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2025, updating its financial guidance for the full year ending December 31, 2025 and issuing its financial guidance for the third and fourth quarters of 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 August 6, 2025, GEO announced that its Board of Directors had approved on August 4, 2025 a share repurchase program authorizing GEO to repurchase up to $300 million of its common stock. 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 expires on June 30, 2028, and 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 August 6, 2025, announcing GEO’s financial results for the second quarter ended June 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.
August 6, 2025				By:		/s/ Mark J. Suchinski
Date						Mark J. Suchinski
						Senior Vice President and Chief Financial Officer
						(Principal Financial Officer)

FAQ

Why did Fusion Fuel Green PLC file this Form 6-K?

To disclose Nasdaq’s decision confirming the company has regained compliance with Listing Rules 5620(a) and 5550(a)(2).

Which Nasdaq rules are now satisfied by HTOO?

Rule 5620(a) (annual shareholder meeting) and Rule 5550(a)(2) (minimum $1.00 bid price).

Does the filing include financial results for Fusion Fuel Green?

No. The Form 6-K only reports the compliance decision; no revenue or earnings data were provided.

When was the compliance decision received?

The decision was received on August 5, 2025 and reported on August 6, 2025.

What impact does Nasdaq compliance have on HTOO shareholders?

It removes delisting risk, maintains market liquidity, and avoids potential corporate actions like reverse splits.