27,000-share GEO (NYSE: GEO) restricted stock grant to SVP ties pay to goals

Rhea-AI Filing Summary

GEO Group senior vice president of Health Services Donald E. Houston reported an equity compensation award of 27,000 shares of restricted stock. The filing shows this as two grants of 13,500 restricted shares, acquired at a stated price of $0.00 per share.

Half of the award is time-based restricted stock that vests in three equal installments on each anniversary of the February 24, 2026 grant date. The other half is performance-based restricted stock tied to GEO’s performance metrics from January 1, 2026 to December 31, 2028, including return on capital employed and total shareholder return, with vesting extending through March 15, 2029 if goals are achieved.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Houston Donald E.

Role SVP, Health Services

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 — 43,105 shares (Direct); Common Stock — 2,421 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
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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^*

Houston Donald E.

(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)
	SVP, Health Services

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	43,105	D
Restricted Stock	02/24/2026		A		13,500(1)(3)	A	$0	56,605	D
Common Stock								2,421	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/ Donald E. Houston	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 did GEO (GEO) executive Donald E. Houston report in this Form 4?

Donald E. Houston reported receiving 27,000 shares of restricted stock from GEO Group as equity compensation. The award is split between time-based and performance-based restricted stock, with vesting tied to anniversaries of the grant date and multi-year performance goals.

How is Donald E. Houston’s 27,000-share GEO restricted stock award structured?

The award consists of 27,000 restricted shares, with 50% time-based and 50% performance-based. Time-based shares vest one-third each year over three years, while performance-based shares depend on GEO meeting specified financial and shareholder return metrics over several years.

What is the vesting schedule for the time-based GEO restricted stock granted to Donald E. Houston?

The time-based portion of the restricted stock vests in three equal installments. One-third of these shares will vest on each anniversary of the February 24, 2026 grant date, resulting in full vesting over a three-year period, assuming continued eligibility.

What performance period applies to Donald E. Houston’s GEO performance-based restricted stock?

Performance-based restricted stock vests based on GEO’s results from January 1, 2026 to December 31, 2028. Vesting depends on achieving return on capital employed goals and total shareholder return targets, with some shares eligible to vest by March 15, 2029 if metrics are met.

Which performance metrics determine vesting of GEO’s performance-based restricted stock for Donald E. Houston?

Half of the performance-based restricted stock vests based on return on capital employed performance goals. The other half depends on GEO’s total shareholder return, with vesting occurring over several years if these specified performance goals are achieved.

Did Donald E. Houston pay cash for the 27,000 GEO restricted shares granted?

The reported grant of 27,000 restricted shares shows a transaction price of $0.00 per share. This indicates the award was provided as equity compensation, rather than purchased in an open-market or cash transaction.