GEO Group (NYSE: GEO) awards 30,000 restricted shares to executive

Rhea-AI Filing Summary

Meehan David O. reported acquisition or exercise transactions in this Form 4 filing.

GEO Group Inc. reported that executive David O. Meehan received a grant of 30,000 shares of restricted stock. Half of the award is time-based restricted stock, and half is performance-based restricted stock.

The time-based portion vests in three equal installments, with one-third vesting each year on the grant-date anniversary over three years. The performance-based portion depends on GEO meeting specific metrics from January 1, 2026 to December 31, 2028, as certified by the compensation committee. Half of this performance-based portion vests based on return on capital employed goals and may vest by March 15, 2029 if achieved, while the other half vests one-third per year over three years based on GEO’s total shareholder return, to the extent performance goals are met.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Meehan David O.

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 — 41,120 shares (Direct); Common Stock — 49,710 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.

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^*

Meehan David O.

(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	41,120	D
Restricted Stock	02/24/2026		A		15,000(1)(3)	A	$0	56,120	D
Common Stock								49,710	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:

Senior Vice President, GEO Care

	/s/ David O. Meehan	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.
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FAQ

What insider transaction did GEO (GEO) report for David O. Meehan?

GEO reported that executive David O. Meehan received a grant of 30,000 restricted shares. The award is split between time-based and performance-based stock, aligning compensation with continued service and future company performance over several years.

How many restricted shares did David O. Meehan receive from GEO (GEO)?

David O. Meehan received 30,000 shares of restricted stock from GEO. This total is documented as a single award, reflected as two 15,000-share restricted stock entries, and is subject to both time-based vesting and performance-based conditions through 2029.

How does the time-based restricted stock for GEO (GEO) executive David Meehan vest?

The time-based restricted stock vests in three equal parts, one-third each year. Vesting occurs on the anniversary of the grant date over a three-year period, encouraging continued employment and longer-term alignment between the executive and GEO shareholders.

What performance goals affect GEO (GEO) executive David Meehan’s restricted stock vesting?

The performance-based restricted stock depends on GEO meeting specific metrics from January 1, 2026 to December 31, 2028. Half relates to return on capital employed goals, and half to total shareholder return, with vesting only to the extent these performance targets are achieved.

When can the performance-based restricted stock for GEO (GEO) executive David Meehan vest?

The portion tied to return on capital employed may vest by March 15, 2029 if goals are met. The portion tied to total shareholder return can vest one-third each year over three years, subject to the specified performance goals being achieved during the 2026–2028 period.

What does GEO (GEO) link to total shareholder return in David Meehan’s award?

Half of the performance-based restricted stock is subject to GEO’s total shareholder return. This portion will vest one-third each year over a three-year period, but only to the extent the total shareholder return performance goals defined for 2026–2028 are achieved.