George Zoley reports planned trust sales totaling 230,918 shares for GEO

Rhea-AI Filing Summary

George C. Zoley, Executive Chairman and director of The GEO Group, reported a series of pre-arranged sales of company common stock executed in connection with estate planning. The filing shows total beneficial ownership items including 4,006,785 shares of common stock (direct) and 50,000 restricted shares (direct). The reporting person disclosed planned transfers totaling 230,918 shares—comprising 104,850 shares held by trusts for the benefit of his children and 126,068 shares held by him—with 188,978 shares sold since August 18, 2025 as part of that program. Specific transactions recorded include sales on 08/26/2025 and 08/27/2025 of blocks of 10,480 and 10,490 shares at prices of $20.90 and $20.69, with remaining indirect trust holdings reported after those sales. The filing notes the trusts are for the benefit of his children and that the reporting person states he has no pecuniary interest or investment control over the trust-held shares. The form is signed by an attorney-in-fact on behalf of Mr. Zoley.

Positive

• Transparent disclosure of planned estate-planning transactions with quantities, dates, and prices provided
• Detailed explanation that 230,918 shares were contemplated under the program and that 188,978 shares have been sold since August 18, 2025
• Clear identification of trust holdings and statement that the reporting person has no pecuniary interest or investment control over those trust shares

Negative

• Substantial selling under the estate-planning program (188,978 shares sold) which reduces reporting person's immediate economic exposure
• Reduced indirect holdings in trusts following the reported sales (declines to reported post-trade trust balances)

Insights

Corporate Governance Expert

TL;DR: Insider disclosed a structured estate-planning sale program reducing personal and trust-held positions via planned transactions.

The filing documents a pre-arranged estate-planning program that contemplates the transfer or sale of 230,918 shares, with 188,978 shares sold since August 18, 2025. Reporting shows sizable direct ownership remaining (4,006,785 common shares plus 50,000 restricted shares), while meaningful portions are held indirectly in trusts for beneficiaries. The disclosure that the reporting person "has no pecuniary interest or investment control" over the trust-held shares is material for governance transparency because it describes the nature of indirect ownership and potential voting/decision boundaries. Signatory by an attorney-in-fact is routine when the reporting person delegates filing execution.

Securities/Compliance Analyst

TL;DR: Transactions were reported with prices and dates, consistent with Section 16 reporting requirements; activity appears procedural.

The Form 4 lists sales on 08/26/2025 (10,480 and 10,490 shares at $20.90) and 08/27/2025 (10,480 and 10,490 shares at $20.69), and explains these sales arise from pre-arranged estate-planning. The filing provides quantities remaining beneficially owned by trusts after each trade, documenting both direct and indirect holdings. From a compliance perspective, the filing meets disclosure of transaction dates, amounts, prices, and the nature of indirect ownership; the explanation clarifies the trustee relationship and lack of pecuniary interest by the reporting person in the trust-held shares.

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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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)
08/26/2025

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								4,006,785	D
Restricted Stock								50,000	D
Common Stock	08/26/2025		S		10,480(1)	D	$20.9	31,440	I	By the Holly A. Meehan Trust(2)
Common Stock	08/26/2025		S		10,490(1)	D	$20.9	31,470	I	By the Christopher N. Zoley Trust(2)
Common Stock	08/27/2025		S		10,480(1)	D	$20.69	20,960	I	By the Holly A. Meehan Trust(2)
Common Stock	08/27/2025		S		10,490(1)	D	$20.69	20,980	I	By the Christopher N. Zoley Trust(2)

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 August 18, 2025 and involving 104,850 shares held by trusts for the benefit of the reporting person's children and 126,068 shares held by the reporting person for a combined total of 230,918 shares. With these transactions, 188,978 shares have been sold since August 18, 2025, out of the combined total of 230,918 shares contemplated under the reporting person's pre-arranged estate planning.

2. Represents shares held by trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of the trust. The reporting person has no pecuniary interest or investment control over these shares.

	/s/ Joe Negron, as Attorney-in-Fact for George C. Zoley	08/28/2025
	** 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 George C. Zoley report on the Form 4 for GEO (GEO)?

The filing reports a series of sales tied to pre-arranged estate planning, specific sales on 08/26/2025 and 08/27/2025, and current beneficial ownership including 4,006,785 common shares and 50,000 restricted shares.

How many shares were contemplated and how many were sold under the estate-planning program?

The program contemplated 230,918 shares in total; the reporting person states 188,978 shares have been sold since August 18, 2025.

What prices were reported for the 08/26 and 08/27, 2025 sales?

Sales on 08/26/2025 were reported at $20.90 and sales on 08/27/2025 were reported at $20.69.

Who holds the trust shares and does Mr. Zoley control them?

The trust shares are held for the benefit of the reporting person's children, the reporting person's spouse is the trustee, and the filing states the reporting person has no pecuniary interest or investment control over those trust-held shares.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Joe Negron, as Attorney-in-Fact for George C. Zoley, dated 08/28/2025.