GEO Group (GEO) executive gets stock award and surrenders shares for tax

Rhea-AI Filing Summary

GEO Group executive Christopher D. Ryan reported stock-based compensation activity involving common and restricted shares. He received a grant or award of 18,461 shares of common stock at no cost, and 15,449 common shares were surrendered at $14.35 per share to cover tax withholding on vesting. After these transactions, he directly held 102,319 common shares and 71,583 shares of restricted stock. Footnotes note that performance-based metrics for the 2023–2025 period led to an aggregate payout of 49,883 common shares and that previously granted time-based restricted stock also vested on March 6, 2026.

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^*

Ryan Christopher D.

(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		A		18,461(1)	A	$0	117,768(2)	D
Common Stock	03/06/2026		F		15,449(3)	D	$14.35	102,319	D
Restricted Stock								71,583(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 49,883 shares of common stock.

2. The amount of shares has been adjusted to reflect the March 6, 2026 vesting of 31,422 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.

Remarks:

Senior Vice President, Human Resources

	/s/ Christopher D. Ryan	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 transaction did Christopher D. Ryan report at GEO (GEO)?

Christopher D. Ryan reported receiving a grant of 18,461 GEO common shares and surrendering 15,449 shares to cover tax withholding. These moves reflect stock-based compensation and related tax obligations, not open-market buying or selling activity.

How many GEO shares does Christopher D. Ryan hold after this Form 4?

After the reported activity, Christopher D. Ryan directly holds 102,319 GEO common shares and 71,583 restricted shares. These figures show his ongoing equity stake through both vested stock and unvested restricted stock awards tied to company performance and service.

Was the GEO (GEO) insider transaction an open-market purchase or sale?

No, the Form 4 shows a grant of 18,461 shares at zero cost and a tax-withholding disposition of 15,449 shares at $14.35. These reflect compensation vesting and tax payments, not discretionary open-market trading in GEO stock.

What performance metrics affected GEO stock awards for Christopher D. Ryan?

Footnotes state that achieving performance-based metrics for January 1, 2023 to December 31, 2025 increased vested restricted stock and resulted in an aggregate payout of 49,883 GEO common shares. This links his equity compensation directly to multi-year performance goals.

Why were 15,449 GEO shares surrendered by Christopher D. Ryan?

The Form 4 notes that 15,449 GEO common shares were surrendered to satisfy tax withholding obligations when restricted stock vested. This tax-withholding disposition is a standard mechanism and does not represent an open-market sale decision by the insider.

What restricted stock vesting is disclosed for GEO executive Christopher D. Ryan?

Footnotes indicate vesting of 31,422 restricted shares granted March 1, 2023 and 3,333 shares granted March 3, 2025. These tranches represent time-based restricted stock that vested on March 6, 2026 as part of ongoing equity compensation.