GEO Group (NYSE: GEO) CCO surrenders shares to cover taxes

Rhea-AI Filing Summary

GEO Group Chief Compliance Officer Nicole Mannarino reported a tax-withholding disposition involving 27 shares of common stock at $15.06 on March 3, 2026. These shares were surrendered to cover taxes on the vesting of 89 restricted shares. After these entries, she held 533 common shares and 864 restricted shares 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^*

Mannarino Nicole

(Last) (First) (Middle)

4955 TECHNOLOGY WAY

(Street)

BOCA RATON FL 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)
	Chief Compliance Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/03/2026		F		27(2)	D	$15.06	533(1)	D
Restricted Stock								864(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The amount of shares has been adjusted to reflect the March 3, 2026 vesting of 89 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.

	/s/ Nicole Mannarino	03/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did GEO (GEO) report for Nicole Mannarino?

GEO Group reported that Chief Compliance Officer Nicole Mannarino surrendered 27 shares of common stock on March 3, 2026. The transaction was a tax-withholding disposition linked to the vesting of restricted stock rather than an open-market sale of shares.

Why were 27 GEO (GEO) shares surrendered by the Chief Compliance Officer?

The 27 GEO Group shares were surrendered to satisfy Nicole Mannarino’s tax withholding obligation. This obligation arose when 89 restricted shares vested on March 3, 2026, and the company used existing shares instead of requiring a separate cash payment.

Did the GEO (GEO) Chief Compliance Officer sell shares on the open market?

The filing shows a tax-withholding disposition, not an open-market sale. Nicole Mannarino surrendered 27 common shares to cover taxes due upon vesting of restricted stock, a routine administrative transaction accompanying equity compensation vesting.

How many GEO (GEO) common shares does Nicole Mannarino hold after the transaction?

After the March 3, 2026 tax-withholding disposition, Nicole Mannarino directly held 533 GEO Group common shares. The filing also shows 864 restricted shares following the vesting adjustment disclosed in the accompanying Form 4 footnotes.

What restricted stock activity did GEO (GEO) disclose for Nicole Mannarino?

GEO Group disclosed that the reported amounts were adjusted to reflect the March 3, 2026 vesting of 89 restricted shares. Following this vesting and related adjustments, the filing reports that she held 864 shares of restricted stock directly.

What does transaction code F mean in the GEO (GEO) Form 4 filing?

Transaction code F in the GEO Group Form 4 indicates payment of an exercise price or tax liability by delivering securities. Here, it reflects 27 shares surrendered by Nicole Mannarino to cover taxes when her restricted stock vested.