GEO Group (GEO) SVP awarded 30,000 restricted and performance shares

Rhea-AI Filing Summary

Albence Matthew reported acquisition or exercise transactions in this Form 4 filing.

GEO Group Senior VP of Client Relations Matthew Albence reported an equity award of 30,000 shares of restricted stock. The grant was received at a price of $0.00 per share, reflecting compensation rather than an open‑market purchase.

Half of the award, 15,000 time‑based restricted shares, will vest in three equal annual installments on each grant‑date anniversary over three years. The other 15,000 performance‑based restricted shares vest only if GEO meets specified performance metrics between January 1, 2026 and December 31, 2028. Within this performance portion, 50% depends on return on capital employed goals, expected to vest by March 15, 2029 if achieved, and 50% depends on GEO’s total shareholder return, vesting one‑third per year over three years to the extent those goals are met.

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^*

Albence Matthew

(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, Client Relations

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		15,000(1)(2)	A	$0	110,491	D
RESTRICTED STOCK	02/24/2026		A		15,000(1)(3)	A	$0	125,491	D
COMMON STOCK								61,063.549	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 30,000 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/ Matthew Albence	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.
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 transaction did GEO (GEO) report for Matthew Albence?

GEO reported that Senior VP Matthew Albence received an award of 30,000 shares of restricted stock as compensation. The grant was recorded at $0.00 per share, indicating it was a stock-based incentive, not an open-market share purchase.

How is Matthew Albence’s 30,000-share GEO restricted stock grant structured?

The 30,000-share restricted stock grant is split evenly between time-based and performance-based shares. 15,000 time-based shares vest in three equal annual installments, while 15,000 performance-based shares vest only if GEO meets specified multi-year performance metrics.

When will the time-based GEO restricted stock granted to Matthew Albence vest?

The time-based portion, totaling 15,000 GEO restricted shares, vests over three years. One-third of these shares vests each year on the anniversary of the grant date, providing a staggered vesting schedule tied to continued service with the company.

What performance goals affect Matthew Albence’s GEO performance-based restricted stock?

The performance-based restricted stock depends on GEO’s results from January 1, 2026 to December 31, 2028. Half vests based on return on capital employed goals, and half on total shareholder return, subject to certification by GEO’s compensation committee.

When could the performance-based GEO restricted stock for Matthew Albence vest?

For the performance portion tied to return on capital employed, vesting may occur by March 15, 2029 if goals are achieved. The portion tied to total shareholder return vests one-third each year over three years, to the extent those performance targets are met.

Is Matthew Albence’s GEO stock award an open-market share purchase?

No, the Form 4 shows a grant of restricted stock at $0.00 per share, which indicates an equity compensation award. It is classified as an acquisition through a grant, not a buy transaction in the open market or through a discretionary share purchase program.