GEO Group (GEO) insider surrenders 2,192 shares to cover tax withholding

Rhea-AI Filing Summary

GEO Group insider Shayn P. March reported a tax-related share disposition. On March 2, 2026, March surrendered 2,192 shares of common stock at $15.29 per share to satisfy tax withholding on the March 1 vesting of 8,995 restricted shares. After this, March directly holds 74,272 shares of common stock and 44,600 shares of restricted stock.

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^*

March Shayn P.

(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)
	See remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		F		2,192(2)	D	$15.29	74,272(1)	D
Restricted Stock								44,600(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 1, 2026 vesting of 8,995 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:

Executive Vice President of Finance and Treasurer

	/s/ Shayn P. March	03/04/2026
	** 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 insider transaction did GEO (GEO) report for Shayn P. March?

GEO reported that Shayn P. March surrendered 2,192 shares of common stock to cover tax withholding on vested restricted stock. This was a tax-withholding disposition, not an open-market sale, and followed the vesting of 8,995 restricted shares on March 1, 2026.

Was the GEO (GEO) insider transaction a sale on the open market?

No, the transaction was not an open-market sale. Shayn P. March surrendered 2,192 shares specifically to satisfy tax withholding obligations arising from the vesting of 8,995 restricted shares, as described in the filing’s footnotes, rather than selling shares for investment purposes.

How many GEO (GEO) shares does Shayn P. March own after the transaction?

After the transaction, Shayn P. March directly owns 74,272 shares of GEO common stock and 44,600 shares of restricted stock. These figures reflect the adjustment for the March 1, 2026 vesting of 8,995 restricted shares and the 2,192 shares surrendered for tax withholding.

What does the Form 4 tax-withholding disposition mean for GEO (GEO) shareholders?

The Form 4 shows a routine tax-withholding disposition, where shares are surrendered to meet tax obligations from vested awards. Such transactions usually do not reflect a change in the insider’s investment view, since the purpose is to cover taxes rather than to raise cash independently.

What triggered Shayn P. March’s share surrender at GEO (GEO)?

The share surrender was triggered by the March 1, 2026 vesting of 8,995 restricted shares. To satisfy the resulting tax withholding obligation, Shayn P. March surrendered 2,192 common shares, as detailed in the footnotes accompanying the Form 4 insider transaction report.

How is the 2,192-share GEO (GEO) disposition described in the filing?

The 2,192-share disposition is coded as a tax-withholding event, described as payment of a tax liability by delivering securities. The filing specifies these shares were surrendered to satisfy the reporting person’s tax withholding obligation related to the vesting of restricted stock.