GEO Group (NYSE: GEO) leader surrenders shares for tax on vesting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GEO Group director and officer George C. Zoley reported a tax-related share disposition tied to restricted stock vesting. On March 3, 2026, 19,675 shares of common stock were surrendered at $15.06 per share to satisfy tax withholding obligations upon vesting of restricted stock.

After this tax-withholding disposition, Zoley directly owned 3,881,229 shares of GEO Group common stock and held 250,000 shares of restricted stock. The footnotes clarify that 50,000 restricted shares vested on March 3, 2026, and the reported common shares were given up solely to cover associated taxes, not as an open-market sale.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider ZOLEY GEORGE C

Role See Remarks

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	19,675	$15.06	$296K
holding	Restricted Stock	--	--	--

Holdings After Transaction: Common Stock — 3,881,229 shares (Direct); Restricted Stock — 250,000 shares (Direct)

Footnotes (1)

The amount of shares has been adjusted to reflect the March 3, 2026 vesting of 50,000 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.

Form 4 Insider Transactions: What Each Field Means →

03/05/2026 - 07:52 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
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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^*

ZOLEY GEORGE C

(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)

X	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		19,675⁽²⁾	D	$15.06	3,881,229⁽¹⁾	D
Restricted Stock								250,000⁽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 50,000 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:

Chairman & Chief Executive Officer

	/s/ George C. Zoley	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 George C. Zoley?

GEO Group reported that George C. Zoley surrendered 19,675 common shares to cover tax withholding on vested restricted stock. This was a tax-withholding disposition, not an open-market sale, and reflects routine settlement of tax obligations tied to equity compensation.

How many GEO (GEO) shares did George C. Zoley own after this filing?

After the reported transactions, George C. Zoley directly owned 3,881,229 shares of GEO Group common stock and held 250,000 shares of restricted stock. These figures come from the ownership balances listed following the March 3, 2026 equity and tax-withholding entries.

Was the GEO (GEO) insider transaction a market sale of shares?

No. The filing shows a tax-withholding disposition coded as “F,” meaning 19,675 shares were surrendered to satisfy tax obligations on restricted stock vesting. It does not represent a discretionary open-market sale for portfolio or liquidity purposes.

What restricted stock activity did GEO (GEO) disclose for George C. Zoley?

The footnotes state that 50,000 shares of restricted stock vested on March 3, 2026. Following this vesting and related tax withholding, Zoley’s restricted stock balance stood at 250,000 shares, reflecting his remaining unvested or restricted equity awards in the company.

What transaction code was used in the GEO (GEO) Form 4 and what does it mean?

The Form 4 uses transaction code “F,” described as payment of exercise price or tax liability by delivering securities. In this case, it indicates GEO Group shares were surrendered by George C. Zoley specifically to cover tax withholding on vested restricted stock awards.

Did the GEO (GEO) Form 4 show any insider purchases or open-market sales?

The summarized data show no insider purchases or open-market sales. Instead, there is one tax-withholding disposition of 19,675 common shares and an update to restricted stock holdings, which together adjust reported ownership without reflecting new buy or sell decisions.