GEO Insider Sales: Zoley Disposes 75,000 Shares for Estate Planning

Rhea-AI Filing Summary

George C. Zoley, Executive Chairman and Director of The GEO Group, Inc. (GEO), reported a series of open-market sales of common stock conducted for estate planning purposes. On 08/18/2025, 08/19/2025 and 08/20/2025 the reporting person sold 25,000 shares on each date, with weighted-average prices reported as $21.037, $21.663 and $21.367 respectively. After those transactions the filing shows beneficially owned common shares declining from 4,107,853 to 4,057,853. The filing also discloses disposition of 50,000 restricted shares and indirect holdings of 52,400 and 52,450 shares held in two trusts for a child; the reporter states no pecuniary interest or control over the trust-held shares.

Positive

• Transparent disclosure of dates, volumes and weighted-average prices for insider sales
• Clear statement that certain trust-held shares are not under the reporting person’s investment control

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider sales totaling 75,000 shares were executed over three days and characterized as estate planning; ownership remains material.

The reported transactions consist of three separate open-market sales of 25,000 shares each on consecutive dates with weighted-average prices disclosed by date. The filer reduced direct beneficial ownership from 4,107,853 to 4,057,853 shares. The filing includes a disclosure that the transactions were made for estate planning purposes and provides weighted-average price ranges for the component trades. These are routine Section 16 disclosures identifying timing, volumes and prices; they do not include forward-looking statements or changes to executive roles.

Corporate Governance Expert

TL;DR: Transactions appear administrative (estate planning) with continued indirect trust holdings disclosed and no reported control by the reporting person over trust shares.

The form clarifies that two trusts hold 52,400 and 52,450 shares for the reporting person's child and that the reporting person ‘‘has no pecuniary interest or investment control over these shares.’’ The signature is by an attorney-in-fact, indicating the filing was executed by power of attorney. No officer/title changes, new grants, or material corporate actions are disclosed in this filing.

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)
08/18/2025

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	08/18/2025		S		25,000(1)	D	$21.037(2)	4,107,853	D
Common Stock	08/19/2025		S		25,000(1)	D	$21.663(3)	4,082,853	D
Common Stock	08/20/2025		S		25,000(1)	D	$21.367(4)	4,057,853	D
Restricted Stock								50,000	D
Common Stock								52,400	I	By the Holly A. Meehan Trust(5)
Common Stock								52,450	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 for estate planning purposes.

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 $20.93 to $21.16, 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 $21.51 to $21.72 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 $21.21 to $21.615, 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.

	/s/ Joe Negron, as Attorney-in-Fact for George C. Zoley	08/20/2025
	** 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 transactions did George C. Zoley report on Form 4 for GEO?

The filing reports three sales of common stock: 25,000 shares on 08/18/2025 at a weighted-average $21.037, 25,000 shares on 08/19/2025 at $21.663, and 25,000 shares on 08/20/2025 at $21.367.

How did George C. Zoley’s beneficial ownership change after the reported sales?

The filing shows beneficial ownership decreasing from 4,107,853 shares to 4,057,853 shares following the reported transactions.

Why were the shares sold according to the Form 4?

The reporting person states the transactions were entered into for estate planning purposes.

Are there any indirect holdings disclosed for George C. Zoley in the filing?

Yes. The filing discloses indirect holdings of 52,400 shares by the Holly A. Meehan Trust and 52,450 shares by the Christopher N. Zoley Trust, held for the benefit of the reporting person’s child; the reporting person states no pecuniary interest or investment control over these shares.

Who signed the Form 4 for George C. Zoley?

The form is signed '/s/ Joe Negron, as Attorney-in-Fact for George C. Zoley' dated 08/20/2025.