GEO Executive Chairman disposes 155,881 shares under estate plan; weighted avg prices $20–$21.52

Rhea-AI Filing Summary

George C. Zoley, Executive Chairman and director of The GEO Group (GEO), reported a series of pre-arranged sales totaling 155,881 shares as part of estate planning. The Form 4 shows three blocks of 31,176 common shares sold on 09/08/2025, 09/09/2025, and 09/10/2025 at weighted average prices of $20.5076, $20.522, and $21.5207, respectively. The filing also reports disposition of 50,000 restricted shares. Following the reported trades, the beneficial ownership reported on the form declined to 3,850,904 shares after the 09/10/2025 transactions. The filer says these sales were pre-planned estate planning transactions covering a total of 155,881 shares contemplated since September 4, 2025.

Positive

• Transparent disclosure of pre-arranged estate-planning sales and weighted-average prices
• Detailed ranges provided for per-share prices and offer to supply per-trade breakdowns on request

Negative

• Insider ownership decreased by the reported dispositions (total 155,881 shares sold)
• 50,000 restricted shares disposed, reducing potential locked-up insider stake

Insights

Corporate Governance Expert

TL;DR: Insider sales were disclosed as pre-arranged estate planning, signaling non-operational motives but reducing insider ownership.

The reporting person, identified as Executive Chairman and director, executed a sequence of dispositions totaling 155,881 shares pursuant to pre-arranged estate planning. The filing explicitly frames these as planned transfers rather than sales reflecting a view on company performance. From a governance perspective, such pre-arranged plans are common to manage succession and personal tax/estate matters but do reduce direct insider stake, which investors monitor for alignment.

Securities Analyst

TL;DR: Transactions are material in size but described as estate planning; they are unlikely to reflect operating developments.

The Form 4 reports multiple dispositions at weighted average prices between $20.36 and $21.80 across the disclosed ranges, with three explicit weighted-average sale prices shown. The filer reduced beneficial holdings to 3,850,904 shares after the last reported sale. These are outright dispositions of common and restricted stock, not derivative exercises, and were pre-arranged, which mitigates interpretation as reaction to company fundamentals.

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

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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^*

ZOLEY GEORGE C

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		S		31,176(1)	D	$20.5076(2)	3,913,256	D
Common Stock	09/09/2025		S		31,176(1)	D	$20.522(3)	3,882,080	D
Common Stock	09/10/2025		S		31,176(1)	D	$21.5207(4)	3,850,904	D
Restricted Stock								50,000	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. These transactions were entered into by the reporting person in connection with pre-arranged estate planning that is expected to result in a series of pre-planned transactions beginning on September 4, 2025 and involving a total of 155,881 shares held by the reporting person. With these transactions, 155,881 shares have been sold since September 4, 2025, out of the total of 155,881 shares contemplated under the reporting person's pre-arranged estate planning.

2. The sale price reported is the weighted average sale price for the number of shares of common stock sold. These shares were sold in multiple transactions at prices ranging from $20.36 to $20.69, inclusive. Full information reporting the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.

3. The sale price reported is the weighted average sale price for the number of shares of common stock sold. These shares were sold in multiple transactions at prices ranging from $20.37 to $20.64, inclusive. Full information reporting the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.

4. The sale price reported is the weighted average sale price for the number of shares of common stock sold. These shares were sold in multiple transactions at prices ranging from $21.38 to $21.80, inclusive. Full information reporting the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.

	/s/ Joe Negron, as Attorney-in-Fact for George C. Zoley	09/10/2025
	** Signature of Reporting Person	Date
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FAQ

What did George C. Zoley (GEO) sell according to the Form 4?

The Form 4 reports dispositions of common stock and restricted stock totaling 155,881 shares, including three blocks of 31,176 shares each and 50,000 restricted shares.

Why were the GEO shares sold by George C. Zoley?

The filings state the transactions were entered into in connection with pre-arranged estate planning and were part of a pre-planned series of transfers.

What were the reported sale prices for the GEO transactions?

Weighted-average sale prices reported were $20.5076 (09/08/2025), $20.522 (09/09/2025), and $21.5207 (09/10/2025); price ranges for individual trades are disclosed in the form.

How many GEO shares did Zoley beneficially own after the reported transactions?

Following the 09/10/2025 transaction the Form shows beneficial ownership of 3,850,904 shares.

Were these transactions sales of options or derivatives?

No. The transactions reported on Table I are non-derivative dispositions of common and restricted stock; Table II shows no derivative transactions.