[Form 4] The GEO Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 21 Jul 2025, The GEO Group (GEO) filed a Form 4 for Executive Chairman & Director George C. Zoley covering transactions on 17 Jul 2025.

• Code F (tax withholding): 81,794 common shares were automatically surrendered at $25.22 to satisfy payroll taxes triggered by the vesting of restricted stock. This is not an open-market sale.
• Post-transaction ownership: Zoley still holds 4,132,853 common shares directly and 104,850 shares indirectly via family trusts, maintaining substantial economic exposure.
• Restricted stock update: Holdings now reflect 50,000 restricted shares and the vesting of 207,862 shares on the same date.

The filing is largely administrative and is unlikely to have a material effect on GEO’s share count or market sentiment.

Positive

• Executive retains 4.13 million shares, signalling continued alignment with shareholder interests.

Negative

• 81,794 shares were surrendered, modestly increasing shares held by the company rather than the market, but representing ≈$2 million in potential dilution.

Insights

Financial Analyst

TL;DR: Administrative tax-withholding; insider retains >4 M shares, so market impact negligible.

The Code F surrender merely covers federal and state taxes owed on a sizable restricted-stock vesting. Because the shares were withheld by the company—rather than sold on the open market—no incremental selling pressure is introduced. Zoley’s direct stake of roughly 4.1 M shares (≈3% of GEO’s outstanding) remains intact, underscoring ongoing alignment with public shareholders. Overall, the disclosure is routine and neutral for valuation or liquidity forecasts.

Corporate Governance Expert

TL;DR: Routine Form 4 shows compliance with Section 16; no governance red flags detected.

The prompt, detailed filing demonstrates adherence to insider-trading disclosure rules. The use of trusts for children is properly noted, and the absence of discretionary sales suggests no immediate concern about future performance. Governance posture remains stable.

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).

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)
07/17/2025

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	07/17/2025		F		81,794(1)	D	$25.22	4,132,853(2)	D
Restricted Stock								50,000(2)	D
Common Stock								52,400	I	By the Holly A. Meehan 2020 Trust((3)
Common Stock								52,450	I	By the Christopher N. Zoley Trust(3)

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 shares were surrendered in order to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock.

2. The amount of shares has been adjusted to reflect the July 17, 2025 vesting of 207,862 shares of restricted stock.

3. 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	07/21/2025
	** 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.
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

How many GEO shares did George C. Zoley surrender on 17 Jul 2025?

He surrendered 81,794 common shares to cover tax withholding.

What transaction code appears on the Form 4 for GEO?

The filing shows Transaction Code F, indicating shares withheld for taxes.

How many GEO shares does Zoley own directly after the transaction?

He now directly owns 4,132,853 common shares.

Does this Form 4 represent an open-market sale of GEO stock?

No. Code F reflects company-withheld shares for taxes, not an open-market sale.

Were any derivative securities reported in the filing?

No derivative securities were listed in Table II.

How many restricted shares vested on 17 Jul 2025?

A total of 207,862 restricted shares vested, per the explanatory footnote.