[SCHEDULE 13G] GEO GROUP INC Passive Investment Disclosure (>5%)
Pentwater reports 9.62M shares (7.2%) of GEO
The GEO Group Inc.: Schedule 13G disclosure Pentwater Capital Management and Matthew Halbower report 9,615,000 shares of Common Stock beneficially owned, representing 7.2% of the class based on 132,707,287 shares outstanding as of March 3, 2026.
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Pentwater Capital Management and Matthew Halbower report 9,615,000 shares of Common Stock beneficially owned, representing 7.2% of the class based on 132,707,287 shares outstanding as of March 3, 2026. The position includes 50,000 shares issuable upon exercise of call options. The filing lists shared voting and dispositive power of 9,615,000 shares held on behalf of Pentwater Funds and is signed by Matthew Halbower.
Insights
Pentwater reports a 7.2% stake in GEO via shared power over 9,615,000 shares.
The Schedule 13G shows the Pentwater Funds hold beneficial economic interest in 9,615,000 shares, with shared voting and dispositive power reported. The filing references March 3, 2026 outstanding shares as the base.
Holder decisions will determine any future trading activity; cash‑flow treatment and planned sales are not described in the excerpt.
Filing attributes beneficial ownership to an investment manager and an associated individual.
The statement is filed by Pentwater Capital Management LP (investment manager) and Mr. Matthew Halbower, who is identified as the sole shareholder of the general partner. The filing includes the required joint filing agreement reference.
Ownership is reported as shared power; the document cautions that filing does not necessarily establish beneficial ownership under Section 13 definitions.
Key Figures
Beneficially owned shares:9,615,000 sharesPercent of class:7.2%Shares outstanding:132,707,287 shares+1 more
4 metrics
Beneficially owned shares9,615,000 sharesReported beneficial ownership by Pentwater and Matthew Halbower
Percent of class7.2%Percent of class based on outstanding shares as of March 3, 2026
Shares outstanding132,707,287 sharesShares outstanding used to calculate percentage as of March 3, 2026
Call options included50,000 sharesShares issuable upon exercise of call options included in the reported position
"This statement is filed by: Pentwater Capital Management LP"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
shared dispositive powerfinancial
"Shared Dispositive Power 9,615,000.00"
call optionsfinancial
"Includes 50,000 shares of Common Stock issuable upon exercise of call options"
A call option is a contract that gives its buyer the right, but not the obligation, to buy a specific number of shares at a predetermined price within a set time. Think of it like a refundable reservation to purchase a stock later at today’s agreed price: investors use calls to profit from expected price rises with smaller upfront cost than buying the stock outright, or to hedge and manage exposure, while the most they can lose is the amount paid for the contract.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Pentwater report in GEO (GEO)?
Pentwater reports beneficial ownership of 9,615,000 shares, equal to 7.2% of GEO's common stock. This percentage is calculated using 132,707,287 shares outstanding as of March 3, 2026, per the filing's cited proxy statement.
Does the filing show who holds voting or dispositive power?
Yes. The filing reports shared voting power and shared dispositive power over 9,615,000 shares for the reporting persons, indicating the Pentwater Funds have authority to direct votes and dispositions jointly as stated on the cover page.
Are any derivative securities included in the reported position?
The reported position explicitly includes 50,000 shares of Common Stock issuable upon exercise of call options. Those 50,000 shares are counted in the 9,615,000-share beneficial position disclosed in the filing.
Who filed the Schedule 13G for GEO and who signed it?
The statement was filed by Pentwater Capital Management LP and Matthew Halbower. The filing is signed by Matthew Halbower in his capacity as representative of MCH PWCM Holdings Inc., general partner, and also signed individually on May 15, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
The GEO Group Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
36162J106
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
36162J106
1
Names of Reporting Persons
Pentwater Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,615,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,615,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,615,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.2 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 50,000 shares of Common Stock (as defined in Item 2(a)) issuable upon exercise of call options.
SCHEDULE 13G
CUSIP Number(s):
36162J106
1
Names of Reporting Persons
Matthew Halbower
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,615,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,615,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,615,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 50,000 shares of Common Stock issuable upon exercise of call options.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
The GEO Group Inc.
(b)
Address of issuer's principal executive offices:
4955 Technology Way, Boca Raton, FL 33431
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Pentwater Capital Management LP (the "Investment Manager"), a Delaware limited partnership, and the investment adviser to certain funds (the "Pentwater Funds"), with respect to the shares of common stock, par value $0.01 per share ("Common Stock"), of The GEO Group Inc., a Florida corporation (the "Company"), and the shares of Common Stock issuable upon exercise of call options, directly held by the Pentwater Funds; and
(ii) Mr. Matthew Halbower ("Mr. Halbower"), the sole shareholder of MCH PWCM Holdings Inc., the general partner of the Investment Manager, with respect to the shares of Common Stock directly, and the shares of Common Stock issuable upon exercise of call options, held by the Pentwater Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities and Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 1001 10th Avenue South, Suite 216, Naples, FL 34102.
(c)
Citizenship:
The Investment Manager is a Delaware limited partnership. Mr. Halbower is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, $0.01 par value
(e)
CUSIP Number(s):
36162J106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 132,707,287 shares of Common Stock outstanding as of March 3, 2026, as reported in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 19, 2026.
(b)
Percent of class:
7.2%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Pentwater Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Pentwater Capital Management LP
Signature:
/s/ Matthew Halbower
Name/Title:
By: MCH PWCM Holdings Inc., General Partner, By: Matthew Halbower, Chief Executive Officer
