What triggered the tax-withholding share surrender reported for GEO (GEO)?

The tax-withholding surrender was triggered by the March 3, 2026 vesting of 2,650 shares of restricted stock. To satisfy the associated tax obligation, Shayn P. March surrendered 646 common shares, as detailed in the Form 4 footnotes and transaction code F description.

GEO Group (GEO) executive surrenders 646 shares for tax withholding on vesting

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GEO Group Inc. executive Shayn P. March reported a small share disposition related to tax withholding. On March 3, 2026, March surrendered 646 shares of common stock at $15.06 per share to cover taxes due on the vesting of restricted stock. This was recorded as a tax-withholding disposition, not an open-market sale. After this transaction, March directly held 76,276 shares of common stock and 41,950 shares of restricted stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider March Shayn P.

Role See remarks

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	646	$15.06	$10K
holding	Restricted Stock	--	--	--

Holdings After Transaction: Common Stock — 76,276 shares (Direct); Restricted Stock — 41,950 shares (Direct)

Footnotes (1)

The amount of shares has been adjusted to reflect the March 3, 2026 vesting of 2,650 shares of restricted stock. These shares were surrendered in order to satisfy the Reporting Person's tax withholding obligation upon the vesting of the restricted stock.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/05/2026 - 08:00 PM

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

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

33431-3367

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/03/2026		F		646⁽²⁾	D	$15.06	76,276⁽¹⁾	D
Restricted Stock								41,950⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The amount of shares has been adjusted to reflect the March 3, 2026 vesting of 2,650 shares of restricted stock.

2. These shares were surrendered in order to satisfy the Reporting Person's tax withholding obligation upon the vesting of the restricted stock.

Remarks:

Executive Vice President of Finance and Treasurer

	/s/ Shayn P. March	03/05/2026
	** 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did GEO (GEO) report for Shayn P. March?

GEO Group reported that executive Shayn P. March surrendered 646 shares of common stock to cover tax withholding on vested restricted stock. The transaction was categorized as a tax-withholding disposition rather than an open-market sale, reflecting routine equity compensation administration.

Was the GEO (GEO) insider transaction an open-market sale of shares?

No, the GEO insider transaction was not an open-market sale. Shayn P. March surrendered 646 common shares at $15.06 per share to satisfy tax withholding obligations triggered by the vesting of restricted stock, according to the Form 4 and related footnotes.

How many GEO (GEO) shares did Shayn P. March dispose of and at what price?

Shayn P. March disposed of 646 shares of GEO Group common stock at $15.06 per share. The shares were surrendered specifically to cover tax withholding on restricted stock vesting, rather than sold in a discretionary market transaction.

How many GEO (GEO) shares does Shayn P. March hold after this Form 4 transaction?

After the reported transactions, Shayn P. March directly holds 76,276 shares of GEO Group common stock and 41,950 shares of restricted stock. These updated holdings reflect the tax-withholding share surrender and the March 3, 2026 vesting adjustment noted in the Form 4 footnotes.