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GEO GROUP INC

For the period ended Dec 31, 2024. Filed Feb 28, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 28, 2025

GEO$27.80+10.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

For the fiscal year ended December 31,2024

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-14260

(Exact name of registrant as specified in its charter)

Florida65-0043078
State or other jurisdiction ofincorporation or organization(I.R.S. EmployerIdentification No.)
4955 Technology WayBoca Raton, Florida33431
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (561)893-0101

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par ValueGEONew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No☒

The aggregate market value of the 136,868,866 voting and non-voting shares of common stock held by non-affiliates of the registrant as of June 28, 2024 (based on the last reported sales price of such stock on the New York Stock Exchange on such date, the last business day of the registrant's quarter ended June 30, 2024 of $14.36 per share) was approximately $2.0 billion.

As of February 24, 2025, the registrant had 140,379,419 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant’s definitive proxy statement pursuant to Regulation 14A of the Securities Exchange Act of 1934 for its 2025 annual meeting of shareholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the year covered by this report, are incorporated by reference into Part III of this report.

Auditor Firm Id:248 Auditor Name: Grant Thornton LLP Auditor Location: Miami, Florida, United States of America

TABLE OFCONTENTS

Page
PART I
Item 1.Business3
Item 1A.Risk Factors22
Item 1B.Unresolved Staff Comments44
Item 1C.Cybersecurity45
Item 2.Properties45
Item 3.Legal Proceedings46
Item 4.Mine Safety Disclosures49
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities50
Item 6.[Reserved]51
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations52
Item 7A.Quantitative and Qualitative Disclosures About Market Risk71
Item 8.Financial Statements and Supplementary Data71
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure132
Item 9A.Controls and Procedures132
Item 9B.Other Information132
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections133
PART III
Item 10.Directors, Executive Officers and Corporate Governance135
Item 11.Executive Compensation135
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters135
Item 13.Certain Relationships and Related Transactions, and Director Independence135
Item 14.Principal Accounting Fees and Services135
PART IV
Item 15.Exhibits and Financial Statement Schedule136
Signatures144
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.