George C. Zoley sells GEO stock in pre-arranged estate transfers; Form 4 details

Rhea-AI Filing Summary

George C. Zoley, Executive Chairman and director of The GEO Group, reported multiple sales of GEO common stock in August 2025 and disclosed related estate-planning transfers. The Form 4 shows sales on 08/21/2025 (25,000 shares), 08/22/2025 (26,068 shares) and 08/25/2025 (10,480 and 10,490 shares) at weighted-average prices in the low $21 range. The filing references a 50,000-share disposition of restricted stock and explains these transactions are part of pre-arranged estate planning expected to involve 104,850 shares held by trusts for beneficiaries and 126,068 shares held by Mr. Zoley, a combined 230,918 shares. The trusts are held for the reporting person’s children and 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 08/25/2025.

Positive

• Timely and specific disclosure of multiple insider transactions with clear dates and weighted-average price ranges
• Explicit explanation that the transactions are part of pre-arranged estate planning affecting 230,918 shares
• Trust-level disclosure indicating trust ownership and that the reporting person states no pecuniary interest or investment control over trust-held shares

Negative

• Significant dispositions documented: sales on 08/21, 08/22 and 08/25 and a 50,000-share restricted stock disposition, reducing personal holdings
• Per-trade price and quantity breakdowns are not provided in the filing; only weighted-average prices and ranges are reported

Insights

Financial Analyst

TL;DR: Insider sold blocks of GEO stock under a disclosed, pre-arranged estate plan; transactions are material in size but presented as planned dispositions.

The filing documents sales totaling multiple blocks executed 08/21–08/25/2025 at weighted-average prices around $21.37–$21.62 per share and records a 50,000-share restricted stock disposition. The reporter quantifies the broader estate-planning program as affecting 230,918 shares across trusts and personal holdings. For investors, the filing clarifies motivation as estate planning and discloses that trust-held shares are controlled by a trustee and not pecuniarily by the reporting person. The information is explicit and helps assess insider liquidity but does not include trade-by-trade prices beyond provided ranges.

Corporate Governance Expert

TL;DR: The disclosure is consistent with good governance practices: timely Form 4 filing and clear explanation of estate-planned transfers and trustee control.

The Form 4 identifies the reporter as Executive Chairman and Director and provides an explanation linking the sales to a pre-arranged estate-planning program involving both personal and trust holdings. It also states the reporting person lacks pecuniary interest in the trust-held shares and names the trustee. The filing is signed by an attorney-in-fact, which is documented. The disclosure is specific about aggregate shares involved but omits per-trade breakdowns, which the filer offers to provide to SEC staff upon request.

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)
08/21/2025

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	08/21/2025		S		25,000(1)	D	$21.383(2)	4,032,853	D
Common Stock	08/22/2025		S		26,068(1)	D	$21.369(3)	4,006,785	D
Restricted Stock								50,000	D
Common Stock	08/25/2025		S		10,480(1)	D	$21.622(4)	41,920	I	By the Holly A. Meehan Trust(5)
Common Stock	08/25/2025		S		10,490(1)	D	$21.675(6)	41,960	I	By the Christopher N. Zoley Trust(5)

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.

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 $21.34 to $21.425, 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 $21.155 to $21.57 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 $21.585 to $21.67, 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.

5. 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.

6. 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 $21.650 to $21.715, 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	08/25/2025
	** 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 insider sold shares of GEO (ticker GEO) according to this Form 4?

The reporting person is George C. Zoley, Executive Chairman and director of The GEO Group.

How many GEO shares are affected by the reported estate-planning program?

The filing states a combined total of 230,918 shares are expected to be involved: 104,850 held by trusts for beneficiaries and 126,068 held by Mr. Zoley.

Which transactions and dates are reported on the Form 4?

Sales reported on 08/21/2025 (25,000 shares), 08/22/2025 (26,068 shares) and 08/25/2025 (10,480 and 10,490 shares), plus a 50,000-share restricted stock disposition.

At what prices were the GEO shares sold?

The filing reports weighted-average sale prices and ranges: examples include ranges $21.34–$21.425, $21.155–$21.57, $21.585–$21.67, and $21.650–$21.715; weighted averages are listed per line.

Who signed the Form 4 and when?

The Form 4 was signed by Joe Negron, as Attorney-in-Fact for George C. Zoley on 08/25/2025.