GEO Group (NYSE: GEO) officer surrenders shares to cover restricted stock taxes

Rhea-AI Filing Summary

GEO Group Inc. officer Donald E. Houston reported a routine tax-related share disposition tied to restricted stock vesting. On the event date, 812 shares of common stock were surrendered at $14.35 per share to satisfy tax withholding obligations, rather than sold on the open market. Following this, he directly held 7,364 shares of common stock and 50,070 shares of restricted stock, reflecting the March 6, 2026 vesting of 3,333 time-based restricted shares granted March 3, 2025.

Insights

Equity compensation analyst

Routine tax withholding on vested restricted stock; no open-market selling.

The filing shows an officer of GEO Group Inc. surrendered 812 common shares at $14.35 per share to cover tax obligations from restricted stock vesting. This F-code transaction is a payment mechanism, not a discretionary market sale.

After the transaction, he held 7,364 common shares and 50,070 restricted shares, including 3,333 time-based restricted shares that vested on March 6, 2026. With no derivative positions reported and no open-market trades, this appears to be standard compensation and tax treatment rather than a change in sentiment.

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^*

Houston Donald E.

(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)
03/06/2026

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		F		812(1)	D	$14.35	7,364(2)	D
Restricted Stock								50,070(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. These shares were surrendered in order to satisfy the Reporting Person's tax withholding obligation upon the vesting of the restricted stock.

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

Remarks:

Senior Vice President, Health Services

	/s/ Donald E. Houston	03/10/2026
	** 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 Group Inc.) insider Donald E. Houston report in this Form 4?

Donald E. Houston reported surrendering 812 shares of GEO common stock at $14.35 per share. The shares were used to satisfy tax withholding obligations linked to restricted stock vesting, not sold in an open-market transaction.

Was the GEO insider transaction a market sale of shares?

No, the GEO insider transaction was a tax-withholding disposition. The 812 shares of common stock were surrendered back to satisfy tax obligations arising from restricted stock vesting, rather than being sold to buyers in the open market.

How many GEO common and restricted shares does Donald E. Houston hold after this filing?

After the reported activity, Donald E. Houston directly holds 7,364 shares of GEO common stock and 50,070 shares of restricted stock. The restricted amount reflects the vesting of 3,333 time-based restricted shares on March 6, 2026.

What caused the tax-withholding disposition reported by GEO insider Donald E. Houston?

The tax-withholding disposition resulted from the vesting of restricted stock. Upon vesting of 3,333 time-based restricted shares granted March 3, 2025, 812 common shares were surrendered to cover the reporting person’s tax withholding obligation.

Does this GEO Form 4 show any option exercises or derivative transactions?

No, this GEO Form 4 does not show any option exercises or derivative activity. The filing only reports a tax-withholding surrender of 812 common shares and updates holdings of restricted stock after the March 6, 2026 vesting event.