GEO Insider Filing: Zoley Disposes 61,053 Shares Under Estate Plan

Rhea-AI Filing Summary

George C. Zoley, Executive Chairman of The GEO Group, reported a series of pre‑arranged, estate‑planning sales of company stock beginning 09/04/2025. He sold 31,177 shares on 09/04/2025 and 29,876 shares on 09/05/2025, and disposed of 50,000 restricted shares, totaling 61,053 shares sold to date out of an intended 155,881 shares under the plan. The weighted average sale prices reported were $21.051 (range $20.95–$21.13) and $20.995 (range $20.7868–$21.1882). Beneficial ownership after the reported transactions is shown as 3,975,608 shares following the 09/04 sales and 3,945,732 shares following the 09/05 sales.

Insights

Corporate Governance Expert

TL;DR: Insider executed prearranged estate‑planning sales; disclosure aligns with Section 16 reporting requirements.

The Form 4 discloses planned, sequential disposals tied to estate planning rather than ad hoc trading. Reporting the number of shares sold, the remaining contemplated disposition (155,881 total), and the weighted average sales prices supports regulatory transparency. As Executive Chairman, Zoley's continuing beneficial ownership remains multiple millions of shares after the reported sales, indicating retained significant stake.

Securities Analyst

TL;DR: Transactions are material in size but explicitly pre‑planned; sales reduced holdings by 61,053 shares to date.

The filing quantifies two discrete sale events and a disposal of restricted stock, with clear price ranges and weighted averages. While the absolute number of shares sold is sizable, the disclosure that 155,881 shares are part of the plan provides context for future, predictable activity. No derivatives or additional transactions are reported.

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)
09/04/2025

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	09/04/2025		S		31,177(1)	D	$21.051(2)	3,975,608	D
Common Stock	09/05/2025		S		29,876(1)	D	$20.995(3)	3,945,732	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, 61,053 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 $20.95 to $21.13, 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 $20.7868 to $21.1882, 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	09/08/2025
	** 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

How many GEO (GEO) shares did George C. Zoley sell under the estate‑planning transactions?

The filing reports 31,177 shares sold on 09/04/2025 and 29,876 shares sold on 09/05/2025, totaling 61,053 shares sold to date.

What prices were reported for the GEO share sales by George C. Zoley?

The weighted average sale prices were reported as $21.051 for the 09/04 sales (range $20.95–$21.13) and $20.995 for the 09/05 sales (range $20.7868–$21.1882).

How many shares does George C. Zoley beneficially own after the reported transactions?

The Form 4 shows beneficial ownership of 3,975,608 shares after the 09/04 sales and 3,945,732 shares after the 09/05 sales.

Are these sales one‑time trades or part of a plan?

The filing states the transactions were entered into in connection with pre‑arranged estate planning involving a total of 155,881 shares.

What is George C. Zoley's role at GEO Group as stated on the Form 4?

The reporting person is identified as Executive Chairman and as a director.