GEO Insider Sale: Zoley Disposes 230,918 Shares Under Estate Plan

Rhea-AI Filing Summary

The filing shows insider transactions by George C. Zoley, Executive Chairman and Director of The GEO Group, Inc. (GEO). The reporting person sold a total of 230,918 shares as part of pre-arranged estate planning that began August 18, 2025. Specific reported trades on August 28–29, 2025 include dispositions of 10,480 and 10,490 shares (and additional blocks), with weighted average sale prices reported around $20.56 to $20.81. After the August 29 sales, certain trust-held shares reached zero beneficial ownership for the reporting person. The filing states the trust shares are held for the reporting person’s children, the spouse is trustee, and the reporting person has no pecuniary interest or investment control over those trust shares. The form is signed by an attorney-in-fact on behalf of Mr. Zoley.

Positive

• Full disclosure of planned estate-related sales totaling 230,918 shares
• Weighted average sale prices provided ($20.56 to $20.81), improving trade transparency
• Trust structure disclosed with spouse as trustee and statement of no pecuniary interest by reporting person

Negative

• Material insider selling: 230,918 shares disposed, which may be perceived negatively by some investors
• Beneficial ownership reduced to zero for certain trust-held positions following reported sales

Insights

Securities Analyst

TL;DR: Executive sold 230,918 GEO shares under a pre-arranged estate plan; sales executed at ~$20.56–$20.81 per share.

The transactions are disclosed as part of a planned estate transfer rather than ad hoc sales. The filing quantifies total shares sold as 230,918 and reports weighted average prices in the $20.75–$20.81 range for the August 28 trades and $20.56 for August 29 trades. Disclosure clarifies trusts hold 104,850 shares for beneficiaries and 126,068 shares were held personally, with the reporting person stating no pecuniary interest or investment control over the trust-held shares. From an investor-disclosure perspective, this is a complete Form 4 reporting of planned dispositions and the weighted-average pricing note helps with trade price visibility.

Corporate Governance Expert

TL;DR: Sales executed under pre-arranged estate plan, trustee is spouse, reporting person disclaims control over trust shares.

The filing documents that the trades are part of pre-arranged estate planning involving trusts for the reporting person’s children and that the spouse serves as trustee. The report explicitly states the reporting person has no pecuniary interest or investment control over those trust shares, which is material to assessing beneficial ownership. The explanation also offers to provide detailed per-price sale breakdowns upon request, indicating responsiveness to SEC staff inquiries. Governance implications are procedural and disclosure-focused rather than indicating management trading policy changes.

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^*

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)
08/28/2025

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	08/28/2025		S		10,480(1)	D	$20.81(2)	10,480	I	By the Holly A. Meehan Trust(4)
Common Stock	08/28/2025		S		10,490(1)	D	$20.81(3)	10,490	I	By the Christopher N. Zoley Trust(4)
Common Stock	08/29/2025		S		10,480(1)	D	$20.56	0	I	By the Holly A. Meehan Trust(4)
Common Stock	08/29/2025		S		10,490(1)	D	$20.56	0	I	By the Christopher N. Zoley Trust(4)

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, 230,918 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. 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 $20.75 to $20.81, 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 $20.75 to $20.81, 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. 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	09/02/2025
	** 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 disclose on the Form 4 for GEO?

The filing discloses that George C. Zoley sold a total of 230,918 GEO shares as part of pre-arranged estate planning beginning August 18, 2025.

How many shares were sold and at what prices in the GEO Form 4?

The filing reports disposals totaling 230,918 shares with weighted average sale prices reported around $20.56 to $20.81; individual trades ranged from $20.75 to $20.81 for some sales.

Were the sales described as part of a plan or routine trades in the GEO Form 4?

Yes. The transactions were entered into in connection with a pre-arranged estate planning program expected to involve a series of pre-planned transactions.

Who holds the trust shares and does the reporting person control them?

The filing states trusts hold 104,850 shares for the reporting person’s children, the spouse is the trustee, and the reporting person asserts no pecuniary interest or investment control over those trust shares.

When were the reported transactions executed?

Reported transactions occurred on August 28 and August 29, 2025, with the Form 4 signed on September 2, 2025.