27,000-share restricted stock grant for GEO (GEO) senior HR executive

Rhea-AI Filing Summary

GEO Group Inc. reported that Senior VP of Human Resources Ryan Christopher D. acquired a grant of 27,000 shares of restricted stock on February 24, 2026. The award was granted at no cash cost to him.

Half of this grant is time-based restricted stock, with one-third of that portion vesting each year on the grant-date anniversary over three years. The other half is performance-based restricted stock, tied to GEO’s achievement of certain metrics from January 1, 2026 to December 31, 2028.

Within the performance-based portion, 50% vests based on return on capital employed goals, scheduled to vest by March 15, 2029 to the extent those goals are met. The remaining performance-based shares vest one-third each year over three years based on GEO’s total shareholder return, again only if the specified performance goals are achieved. Following these grants, he directly holds restricted stock and common stock, including 61,716 shares of common stock in direct ownership.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Ryan Christopher D.

Role Senior VP, Human Resources

Type	Security	Shares	Price	Value
Grant/Award	RESTRICTED STOCK	13,500	$0.00	--
Grant/Award	RESTRICTED STOCK	13,500	$0.00	--
holding	COMMON STOCK	--	--	--

Holdings After Transaction: RESTRICTED STOCK — 96,588 shares (Direct); COMMON STOCK — 61,716 shares (Direct)

Footnotes (1)

1. The reporting person received a grant of 27,000 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^*

Ryan Christopher D.

(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)
	Senior VP, Human Resources

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		13,500(1)(2)	A	$0	96,588	D
RESTRICTED STOCK	02/24/2026		A		13,500(1)(3)	A	$0	110,088	D
COMMON STOCK								61,716	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 27,000 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.

	/s/ Christopher D. Ryan	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 restricted stock grant did GEO (GEO) executive Ryan Christopher D. receive?

Ryan Christopher D., Senior VP of Human Resources at GEO, received a grant of 27,000 restricted shares on February 24, 2026. The grant was awarded at no cash cost and is split evenly between time-based and performance-based restricted stock with multi‑year vesting schedules.

How is the 27,000-share restricted stock award for GEO (GEO) structured?

The 27,000-share award is split 50% time-based and 50% performance-based restricted stock. Time-based shares vest in three equal annual installments, while performance-based shares depend on GEO’s results against specified metrics over several years before vesting can occur.

What are the vesting terms for the time-based restricted stock at GEO (GEO)?

The time-based restricted stock vests in three stages: one-third of that portion vests each year on the anniversary of the February 24, 2026 grant date. This schedule creates a three‑year vesting period designed to retain the executive over the medium term.

Which performance metrics affect GEO (GEO) performance-based restricted stock vesting?

Performance-based restricted stock vests based on GEO’s achievement of metrics between January 1, 2026 and December 31, 2028. Half depends on return on capital employed, and half on total shareholder return, with vesting only if these goals are certified as met by the compensation committee.

When can GEO (GEO) performance-based restricted stock vest for Ryan Christopher D.?

The portion tied to return on capital employed can vest by March 15, 2029, to the extent goals are achieved. The total shareholder return portion vests one-third each year over three years, but only if GEO’s performance meets the defined shareholder return thresholds.

How many GEO (GEO) common shares does Ryan Christopher D. hold after this filing?

After these transactions, Ryan Christopher D. directly holds 61,716 shares of GEO common stock. He also holds a substantial restricted stock position under time-based and performance-based awards, aligning part of his compensation with GEO’s future share performance and operational results.