George Zoley of GEO (GEO) granted 200,000 shares, surrenders stock for tax

Rhea-AI Filing Summary

GEO Group director and officer George C. Zoley reported equity compensation changes in the company’s common stock. On March 5, 2026, he received a stock award of 200,000 shares of common stock that vested immediately upon grant at a stated price of $0.00 per share. To cover tax withholding on this vesting, 78,700 common shares were surrendered at $14.92 per share, as noted in the footnotes. After these transactions, he directly owned 4,002,529 shares of common stock and 250,000 shares of restricted stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider ZOLEY GEORGE C

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	200,000	$0.00	--
Tax Withholding	Common Stock	78,700	$14.92	$1.17M
holding	Restricted Stock	--	--	--

Holdings After Transaction: Common Stock — 4,081,229 shares (Direct); Restricted Stock — 250,000 shares (Direct)

Footnotes (1)

1. On March 5, 2026, the Reporting Person was awarded a stock award of 200,000 shares that vests immediately upon grant. These shares were surrendered in order to satisfy the Reporting Person's tax withholding obligation upon the vesting of the stock award.

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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^*

ZOLEY GEORGE C

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		A		200,000(1)	A	$0	4,081,229	D
Common Stock	03/05/2026		F		78,700(2)	D	$14.92	4,002,529	D
Restricted Stock								250,000	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. On March 5, 2026, the Reporting Person was awarded a stock award of 200,000 shares that vests immediately upon grant.

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

Remarks:

Chairman & Chief Executive Officer

	/s/ George C. Zoley	03/09/2026
	** 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 stock transactions did GEO (GEO) report for George C. Zoley?

GEO reported that George C. Zoley received a stock award of 200,000 common shares that vested immediately. He then surrendered 78,700 common shares to satisfy tax withholding obligations related to that award, resulting in updated direct holdings in GEO stock.

How many GEO (GEO) shares did George C. Zoley acquire in this Form 4?

George C. Zoley acquired 200,000 shares of GEO common stock through a stock award that vested immediately upon grant. This grant is reported with a transaction code A, indicating a grant, award, or other acquisition rather than an open-market purchase.

Why were 78,700 GEO (GEO) shares disposed of in the filing?

The 78,700 GEO common shares were surrendered to satisfy George C. Zoley’s tax withholding obligation upon vesting of the 200,000-share stock award. The Form 4 labels this as a tax-withholding disposition under transaction code F, not an open-market sale.

What are George C. Zoley’s GEO (GEO) share holdings after these transactions?

After the reported transactions, George C. Zoley directly held 4,002,529 shares of GEO common stock. In addition, a separate line item shows 250,000 shares of restricted stock held directly, reflecting his updated equity position in the company.

What transaction codes were used in George C. Zoley’s GEO (GEO) Form 4?

The Form 4 lists transaction code A for the 200,000-share common stock award, described as a grant, award, or other acquisition. It uses transaction code F for the 78,700-share disposition related to payment of tax liability by delivering securities to the issuer.

Is the GEO (GEO) insider transaction an open-market buy or sell?

The filing shows an equity award and tax withholding, not open-market trades. George C. Zoley received 200,000 GEO common shares as a stock award and surrendered 78,700 shares to cover tax obligations, indicated by Form 4 codes A and F respectively.