GEO Group (GEO) SVP receives stock award; shares withheld for taxes

Rhea-AI Filing Summary

GEO Group Inc. Senior VP of Client Relations Matthew Albence reported routine equity compensation activity. He received a grant/award acquisition of 25,019 shares of common stock at no cost in connection with vested restricted stock awards tied to performance and time-based metrics.

To cover related tax obligations, 22,602 common shares were surrendered at $14.35 per share, a tax-withholding disposition rather than an open-market sale. After these entries, he directly holds 109,398.549 shares of common stock and 79,573 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

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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^*

Albence Matthew

(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)
	Senior VP, Client Relations

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		A		25,019(1)	A	$0	132,000.549(2)	D
Common Stock	03/06/2026		F		22,602(3)	D	$14.35	109,398.549	D
Restricted Stock								79,573(2)	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. This amount of shares reflects an increase to the vested restricted stock granted on March 1, 2023, based upon the achievement of the performance-based metrics for the performance period from January 1, 2023 to December 31, 2025. This resulted in a payout of an aggregate of 67,604 shares of common stock.

2. The amount of shares has been adjusted to reflect the March 6, 2026 vesting of 42,585 shares of restricted stock granted on March 1, 2023 and 3,333 shares granted on March 3, 2025 which represents one-third of the time-based restricted stock.

3. These shares were surrendered in order to satisfy the Reporting Person's tax withholding obligation upon the vesting of the restricted stock.

	/s/ Matthew Albence	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did GEO (GEO) report for Matthew Albence?

GEO Group reported that Senior VP Matthew Albence received 25,019 common shares as a stock award and surrendered 22,602 shares at $14.35 each to cover taxes. Following these entries, he directly owns 109,398.549 common shares and 79,573 restricted shares.

Was the GEO (GEO) insider activity a stock purchase or routine award?

The activity was a routine stock award and tax withholding, not an open-market purchase. Albence received 25,019 common shares at no cost from vested restricted stock, and 22,602 shares were surrendered at $14.35 solely to satisfy tax obligations on that vesting.

How many GEO (GEO) shares does Matthew Albence hold after this Form 4?

After the reported transactions, Matthew Albence directly holds 109,398.549 shares of GEO Group common stock and 79,573 shares of restricted stock. These figures reflect both the new stock award and the shares surrendered to satisfy tax withholding on the vesting.

What does the tax-withholding transaction mean in GEO (GEO)’s Form 4?

The tax-withholding transaction represents 22,602 GEO Group shares surrendered at $14.35 each to pay taxes due on vested restricted stock. It is not an open-market sale but an automatic mechanism to cover Albence’s withholding obligations tied to his equity compensation.

How were performance metrics involved in GEO (GEO)’s stock award to Albence?

The filing explains that the increase in vested restricted stock relates to performance-based metrics for a period beginning January 1, 2023 and ending December 31, 2025. Achieving these metrics triggered a payout of common shares as part of Albence’s equity compensation package.

Did GEO (GEO) report any derivative option exercises for Matthew Albence?

No derivative option exercises were reported for Albence in this Form 4. The activity involved common stock awards and tax-withholding dispositions only, with no options, warrants, or other derivative securities listed in the derivative transaction summary for this filing.