[Form 4/A] The GEO Group, Inc. Amended Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Corrective disclosure made via Form 4/A clarifying previously misstated sale quantity
• Detailed pricing ranges and weighted-average sale prices provided for the reported transactions
• Sales disclosed as part of pre-arranged estate planning, indicating an affirmative defense intent under Rule 10b5-1

Negative

• Material insider selling of 62,353 shares to date from a planned total of 155,881, reducing beneficial ownership
• Disposition of 50,000 restricted shares reported, which alters the composition of the reporting person’s holdings

Insights

Corporate Governance Expert

TL;DR: Timely amendment improves disclosure but large pre-planned sales materially reduce an insider's stake.

The amended Form 4 clarifies prior misreporting and discloses that a series of estate-planning sales will involve 155,881 shares, with 62,353 sold so far. From a governance perspective, the use of pre-arranged estate planning is a legitimate mechanism for planned liquidity, and the amendment demonstrates corrective disclosure practices. However, ongoing sales that materially lower an executive chairman's holdings may be relevant to shareholder voting dynamics and perceived alignment with long-term shareholders. The filing also reports a 50,000-share restricted stock disposition, which is notable for ownership composition.

Securities Analyst

TL;DR: Insider executed multi-day sales at ~$21 per share as part of a planned estate program; amendment fixes a prior quantity error.

The transactions were executed in multiple trades with weighted average prices of $21.051 (Sept 4) and $20.9974 (Sept 5), and per the explanation prices ranged roughly between $20.7868 and $21.1882 across trades. The amendment corrects an earlier misstated sale quantity for Sept 5. For market-impact assessment, these are routine director-level liquidity events disclosed under Section 16, with explicit volumes and weighted-average prices provided for transparency.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ZOLEY GEORGE C

(Last) (First) (Middle)

4955 TECHNOLOGY WAY

(Street)

BOCA RATON FL 33431

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GEO GROUP INC [ GEO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/08/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/04/2025		S		31,177(1)	D	$21.051(2)	3,975,608	D
Common Stock	09/05/2025		S		31,176(1)(3)	D	$20.9974(4)	3,944,432	D
Restricted Stock								50,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These transactions were entered into by the reporting person in connection with pre-arranged estate planning that is expected to result in a series of pre-planned transactions beginning on September 4, 2025 and involving a total of 155,881 shares held by the reporting person. With these transactions, 62,353 shares have been sold since September 4, 2025, out of the total of 155,881 shares contemplated under the reporting person's pre-arranged estate planning.

2. The sale price reported is the weighted average sale price for the number of shares of common stock sold. These shares were sold in multiple transactions at prices ranging from $20.95 to $21.13, inclusive. Full information reporting the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.

3. On September 8, 2025, the reporting person filed a Form 4 that inadvertently reported a sale of 29,876 shares on September 5, 2025. This Form 4 amendment reflects the sale of 31,176 shares, the corrected number of shares sold on September 5, 2025.

4. The sale price reported is the weighted average sale price for the number of shares of common stock sold. These shares were sold in multiple transactions at prices ranging from $20.7868 to $21.1882, inclusive. Full information reporting the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.

	/s/ Joe Negron, as Attorney-in-Fact for George C. Zoley	09/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did George C. Zoley report on Form 4/A for GEO?

The Form 4/A reports sales tied to pre-arranged estate planning involving a total of 155,881 contemplated shares, with 62,353 sold since September 4, 2025, and includes amended sale quantities for Sept 5, 2025.

How many shares did Zoley sell on September 4 and September 5, 2025?

The filing reports 31,177 shares sold on September 4, 2025 at a weighted average price of $21.051 and 31,176 shares sold on September 5, 2025 at a weighted average price of $20.9974.

What is Zoley’s beneficial ownership after the reported transactions?

The filing shows beneficial ownership of 3,975,608 shares after the Sept 4 sale and 3,944,432 shares after the Sept 5 sale.

Why was this Form 4 amended?

The amendment corrects an earlier Form 4 that inadvertently reported a sale of 29,876 shares on Sept 5, 2025; the corrected amount sold on that date is 31,176 shares.

Were the sales part of a Rule 10b5-1 plan?

The filing states the transactions were entered into in connection with pre-arranged estate planning intended to satisfy the conditions of an affirmative defense, indicating a planned program consistent with Rule 10b5-1 practices.