GEO Group (GEO) CFO awarded 48,000 restricted shares split by time and performance

Rhea-AI Filing Summary

The GEO Group CFO, Mark Suchinski, reported receiving a new equity award of 48,000 shares of restricted stock. The filing shows this grant was made on 02/24/2026 at a price of $0, reflecting a compensatory stock award rather than an open-market purchase.

Half of the award, or 24,000 shares, is time-based restricted stock that vests in equal one-third installments each year on the grant-date anniversary over three years. The other 24,000 shares are performance-based restricted stock that may vest depending on GEO’s performance metrics between January 1, 2026 and December 31, 2028, including return on capital employed and total shareholder return tests. Following these grants, Suchinski beneficially owned 148,000 shares of GEO common stock directly.

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

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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^*

Suchinski Mark

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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)
			Code	V	Amount	(A) or (D)	Price
RESTRICTED STOCK	02/24/2026		A		24,000(1)(2)	A	$0	124,000	D
RESTRICTED STOCK	02/24/2026		A		24,000(1)(3)	A	$0	148,000	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. The reporting person received a grant of 48,000 shares of restricted stock. 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. 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. The portion of the restricted stock award that vests based on certain return on capital employed performance goals being met will vest by March 15, 2029 to the extent the performance goals are achieved. The portion of the restricted stock award that vests based on GEO's total shareholder return will vest one-third each year over a three-year period to the extent the performance goals are achieved.

	/s/ Mark Suchinski	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did GEO (GEO) disclose in this Form 4?

GEO disclosed that CFO Mark Suchinski received a grant of 48,000 restricted shares. The award is split evenly between time-based and performance-based stock, granted at a price of $0 as equity compensation, not an open-market stock purchase.

How is the 48,000-share restricted stock award for GEO’s CFO structured?

The 48,000-share award is split into 24,000 time-based and 24,000 performance-based restricted shares. Time-based shares vest in three equal annual installments, while performance shares depend on GEO meeting specified return on capital employed and total shareholder return goals.

When will the time-based restricted stock granted to GEO’s CFO vest?

The time-based portion of the award, 24,000 restricted shares, vests one-third each year on the anniversary of the February 24, 2026 grant date. This creates a three-year vesting schedule tied to continued service over that period.

What performance conditions apply to GEO’s performance-based restricted stock grant?

Vesting of the 24,000 performance-based restricted shares depends on GEO achieving certain metrics from January 1, 2026 to December 31, 2028. Half is tied to return on capital employed goals, and half to GEO’s total shareholder return, as certified by the compensation committee.

When can the performance-based restricted stock granted by GEO vest at the latest?

For the portion linked to return on capital employed, vesting may occur by March 15, 2029 if performance goals are achieved. The part tied to total shareholder return vests one-third annually over three years, subject to those performance conditions being met.

How many GEO shares does the CFO own after this restricted stock grant?

After the reported restricted stock grants on February 24, 2026, GEO’s CFO, Mark Suchinski, beneficially owned 148,000 shares directly. This figure reflects his holdings following the addition of the 48,000-share restricted stock award reported in the filing.