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GEO Group (NYSE: GEO) grants 12,175 restricted shares under employment deal

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

March Shayn P. reported acquisition or exercise transactions in this Form 4 filing.

GEO Group executive Shayn P. March received a grant of 12,175 shares of restricted stock on April 1, 2026 as part of his executive employment agreement. The award is split evenly between time-based and performance-based restricted stock. The time-based portion vests one-third each year on the grant-date anniversary over three years. The performance-based portion can vest over the period from January 1, 2026 to December 31, 2028 based on GEO’s return on capital employed and total shareholder return, with one-third vesting each year to the extent goals are met. Following these awards, one line in the filing shows 73,691 restricted shares and another shows 41,950 shares of common stock held directly.

Positive

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Negative

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Insider March Shayn P.
Role See Remarks
Type Security Shares Price Value
Grant/Award Restricted Stock 6,088 $0.00 --
Grant/Award Restricted Stock 6,087 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock — 67,604 shares (Direct); Common Stock — 41,950 shares (Direct)
Footnotes (1)
  1. The Reporting Person received an initial grant of 12,175 shares of restricted stock on April 1, 2026, pursuant to his Executive Employment Agreement. 50% of the award consists of time-based restricted stock and 50% of the award consists of performance-based restricted stock. This reflects the time-based restricted stock which one-third will vest each year on the anniversary grant date over a three year period. This grant of restricted stock of The GEO Group, Inc. shall vest upon the attainment of certain performance goals in accordance with the terms of the Company's equity compensation plan. Vesting of the performance-based restricted stock of GEO is contingent upon the achievement by GEO of certain performance-based metrics during the period from January 1, 2026 to December 31, 2028 as certified by the compensation committee. Of the grant of performance-based restricted stock, 50% is subject to vesting based on certain return on capital employed performance goals being met and 50% is subject to vesting based on GEO's total shareholder return. Both portions of the restricted stock award will vest one-third each year over a three-year period to the extent the performance goals are achieved.
Restricted stock grant 12,175 shares Initial restricted stock grant on April 1, 2026
Time-based restricted stock 6,088 shares Vests one-third annually over three years
Performance-based restricted stock 6,087 shares Vests based on metrics for 2026–2028 period
Restricted stock held after grant 73,691 shares Total restricted stock directly held after second award entry
Common stock holding 41,950 shares Direct GEO common stock holding after reported date
Restricted stock financial
"The Reporting Person received an initial grant of 12,175 shares of restricted stock on April 1, 2026"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
time-based restricted stock financial
"50% of the award consists of time-based restricted stock and 50% of the award consists of performance-based restricted stock"
performance-based restricted stock financial
"50% of the award consists of performance-based restricted stock"
Shares granted to employees or executives that are held back and only become actual, tradable stock if the company meets predefined performance targets; until those goals are met the shares cannot be sold. Think of it like a bonus held in escrow that’s released only when specific results are achieved — investors watch these awards because they tie management pay to company outcomes, can dilute existing shareholders when released, and signal how confident or incentivized insiders are to meet growth or profitability goals.
return on capital employed financial
"50% is subject to vesting based on certain return on capital employed performance goals being met"
Return on capital employed (ROCE) is a percentage that shows how much operating profit a company generates from the money invested in its business — including equity and long‑term debt. Investors use it to judge whether a company uses its resources efficiently, similar to measuring how much output a factory gets from its equipment; a higher ROCE suggests management is getting more profit from each dollar of capital, which can indicate better long‑term value.
total shareholder return financial
"50% is subject to vesting based on GEO's total shareholder return"
Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
March Shayn P.
(Last)(First)(Middle)
4955 TECHNOLOGY WAY
(Street)
BOCA RATON FLORIDA 33431-3367
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
GEO GROUP INC [ GEO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Restricted Stock04/01/2026A6,088(1)(2)A$067,604D
Restricted Stock04/01/2026A6,087(1)(3)A$073,691D
Common Stock41,950D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The Reporting Person received an initial grant of 12,175 shares of restricted stock on April 1, 2026, pursuant to his Executive Employment Agreement. 50% of the award consists of time-based restricted stock and 50% of the award consists of performance-based restricted stock.
2. This reflects the time-based restricted stock which one-third will vest each year on the anniversary grant date over a three year period.
3. This grant of restricted stock of The GEO Group, Inc. shall vest upon the attainment of certain performance goals in accordance with the terms of the Company's equity compensation plan. Vesting of the performance-based restricted stock of GEO is contingent upon the achievement by GEO of certain performance-based metrics during the period from January 1, 2026 to December 31, 2028 as certified by the compensation committee. Of the grant of performance-based restricted stock, 50% is subject to vesting based on certain return on capital employed performance goals being met and 50% is subject to vesting based on GEO's total shareholder return. Both portions of the restricted stock award will vest one-third each year over a three-year period to the extent the performance goals are achieved.
Remarks:
Senior Vice President, Chief Financial Officer
/s/ Shayn P. March04/02/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did GEO (GEO) disclose about Shayn P. March’s recent equity grant?

GEO reported that executive Shayn P. March received 12,175 shares of restricted stock on April 1, 2026 under his executive employment agreement. These shares are compensation, not an open-market purchase, and are subject to time-based and performance-based vesting conditions over several years.

How is Shayn P. March’s 12,175-share GEO restricted stock grant structured?

The 12,175-share grant is split equally between time-based and performance-based restricted stock. Time-based shares vest in three equal annual installments, while performance-based shares vest over three years depending on GEO meeting specified financial and shareholder return metrics between 2026 and 2028.

What performance goals affect GEO (GEO) executive Shayn P. March’s restricted stock vesting?

Vesting of the performance-based restricted stock depends on GEO achieving defined metrics from January 1, 2026 to December 31, 2028. Half of this award is tied to return on capital employed, and the other half is tied to GEO’s total shareholder return over the same period.

How does the time-based portion of Shayn P. March’s GEO restricted stock vest?

The time-based restricted stock vests purely with continued service. One-third of this portion vests each year on the anniversary of the April 1, 2026 grant date, so the award becomes fully vested over a three-year period if employment continues.

What are Shayn P. March’s GEO share holdings after the April 1, 2026 transactions?

After the April 1, 2026 restricted stock grants, one line in the filing shows Shayn P. March directly holding 73,691 shares of restricted stock. Another entry reports 41,950 shares of GEO common stock held directly, reflecting his continuing equity stake in the company.