GEO Group (NYSE: GEO) officer awarded 30,000 restricted stock shares

Rhea-AI Filing Summary

Schipma Scott A. reported acquisition or exercise transactions in this Form 4 filing.

GEO Group Inc. officer Scott A. Schipma reported receiving 30,000 shares of restricted stock on restricted stock awards dated February 24, 2026. The grant is split evenly between 15,000 time-based restricted shares and 15,000 performance-based restricted shares, awarded at no cash cost per share.

The time-based portion vests in equal one-third installments on each anniversary of the grant date over three years. Vesting of the performance-based portion depends on GEO meeting specified performance metrics between January 1, 2026 and December 31, 2028, as certified by the compensation committee, tied equally to return on capital employed and total shareholder return. Following these awards, Schipma directly holds 79,874 restricted shares and 24,314 shares of common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Schipma Scott A.

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock	15,000	$0.00	--
Grant/Award	Restricted Stock	15,000	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock — 64,874 shares (Direct); Common Stock — 24,314 shares (Direct)

Footnotes (1)

1. The reporting person received a grant of 30,000 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. This reflects the time based restricted stock which one-third will vest each year on the anniversary grant date over a three-year period. 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.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Schipma Scott A.

(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)
	See Remarks

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		15,000(1)(2)	A	$0	64,874	D
Restricted Stock	02/24/2026		A		15,000(1)(3)	A	$0	79,874	D
Common Stock								24,314	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 30,000 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.

Remarks:

Executive Vice President, General Counsel

	/s/ Scott A. Schipma	02/26/2026
	** 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.

FAQ

What did GEO (GEO) officer Scott A. Schipma report on this Form 4?

Scott A. Schipma reported receiving a grant of 30,000 shares of GEO restricted stock. The award is split between time-based and performance-based shares, all granted at no cash cost on February 24, 2026 as part of his equity compensation.

How is Scott A. Schipma’s 30,000 GEO restricted stock grant structured?

The 30,000-share restricted stock award is split evenly: 15,000 time-based shares and 15,000 performance-based shares. This structure combines guaranteed vesting over time with additional vesting tied to GEO’s achievement of defined performance metrics.

When will the time-based GEO restricted stock granted to Scott A. Schipma vest?

The time-based restricted stock vests in three equal installments. One-third of these shares vests each year on the anniversary of the February 24, 2026 grant date, so full vesting occurs over a three-year period if service conditions are met.

What performance metrics govern Schipma’s GEO performance-based restricted stock?

The performance-based restricted stock vests only if GEO meets metrics from January 1, 2026 to December 31, 2028. Half depends on return on capital employed goals and half on total shareholder return, with vesting certified by GEO’s compensation committee.

When can the performance-based GEO restricted stock granted to Scott A. Schipma vest?

The portion tied to return on capital employed can vest by March 15, 2029 if goals are achieved. The portion tied to total shareholder return vests one-third each year over three years, to the extent the specified performance targets are met.

How many GEO shares does Scott A. Schipma hold after these restricted stock grants?

After the reported awards, Scott A. Schipma directly holds 79,874 shares of restricted stock and 24,314 shares of GEO common stock. These holdings reflect his reported ownership following the February 24, 2026 restricted stock grants.