GEO GROUP INC
For the period ended Dec 31, 2024. Filed Feb 28, 2025.
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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$31.94+6.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
(a)(1)Financial Statements.
The consolidated financial statements of GEO are filed under Item 8 of Part II of this report.
(2)Financial Statement Schedule.
Schedule II — Valuation and Qualifying Accounts — Page 148
All other schedules specified in the accounting regulations of the Securities and Exchange Commission have been omitted because they are either inapplicable or not required.
(3)Exhibits Required by Item 601 of Regulation S-K. The following exhibits are filed as part of this Annual Report:
| ExhibitNumber | Description | |
| 1.1 | Form of Equity Distribution Agreement, dated December 28, 2023, by and among The GEO Group, Inc. and each of Cantor Fitzgerald & Co., Compass Point Research & Trading, LLC, Imperial Capital, LLC, JonesTrading Institutional Services LLC, Noble Capital Markets, Inc., Northland Securities, Inc., StoneX Financial Inc., Virtu Americas LLC, and Wedbush Securities Inc. | https://www.sec.gov/Archives/edgar/data/923796/000119312523305223/d669399dex11.htm |
| 3.1 | Articles of Merger, effective as of June 27, 2014 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on June 30, 2014). | https://www.sec.gov/Archives/edgar/data/923796/000119312514254491/d750635dex32.htm |
| 3.2 | Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on May 9, 2024). | https://www.sec.gov/Archives/edgar/data/923796/000119312524135357/d784973dex31.htm |
| 3.3 | Third Amended and Restated Bylaws of The GEO Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 21, 2021). | https://www.sec.gov/Archives/edgar/data/0000923796/000119312521195250/d192125dex31.htm |
| 3.4 | Amendment to Third Amended and Restated Bylaws, effective January 21, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 27, 2022). | https://www.sec.gov/Archives/edgar/data/0000923796/000119312522019826/d305099dex31.htm |
| 3.5 | Amendment to Third Amended and Restated Bylaws, effective February 14, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 18, 2022). | https://www.sec.gov/Archives/edgar/data/0000923796/000119312522045923/d106900dex31.htm |
| 3.6 | Amendment to Third Amended and Restated Bylaws, effective December 27, 2022 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on December 28, 2022). | https://www.sec.gov/Archives/edgar/data/923796/000119312522313783/d398856dex31.htm |
| 3.7 | Amendment to Third Amended and Restated Bylaws, effective February 9, 2024 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on February 15, 2024). | https://www.sec.gov/Archives/edgar/data/923796/000119312524037639/d763000dex31.htm |
| 3.8 | Amendment to Third Amended and Restated Bylaws, effective June 12, 2024 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on June 18, 2024). | https://www.sec.gov/Archives/edgar/data/923796/000119312524163412/d855800dex31.htm |
| 4.1 | Indenture, dated as of February 24, 2021, by and among GEO Corrections Holdings, Inc., as issuer, The GEO Group, Inc. and the other guarantors named therein, as guarantors, and the Trustee (portions of this exhibit have been omitted) (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed on March 2, 2021). | https://www.sec.gov/Archives/edgar/data/0000923796/000119312521065641/d85561dex41.htm |
| 4.2 | Form of 6.50% Exchangeable Senior Notes due 2026 (included in Exhibit 4.9). | https://www.sec.gov/Archives/edgar/data/0000923796/000119312521065641/d85561dex41.htm |
| 4.3 | Indenture, dated as of April 18, 2024, by and among The GEO Group, Inc., the Initial Guarantors and Ankura Trust Company, LLC as trustee and collateral agent, relating to the 8.625% Senior Secured Notes due 2029 (incorporated by reference to Exhibit 4.1 to the Company's | https://www.sec.gov/Archives/edgar/data/923796/000119312524110253/d764760dex41.htm |
| Current Report on Form 8-K, filed on April 24, 2024).**. | ||
| 4.4 | Form of Secured Note (included in Exhibit 4.3). | https://www.sec.gov/Archives/edgar/data/923796/000119312524110253/d764760dex41.htm |
| 4.5 | Indenture, dated as of April 18, 2024, by and among The GEO Group, Inc., the Initial Guarantors and Ankura Trust Company, LLC, as trustee, relating to the 10.250% Senior Notes due 2031 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on April 24, 2024).** | https://www.sec.gov/Archives/edgar/data/923796/000119312524110253/d764760dex43.htm |
| 4.6 | Form of Unsecured Note (included in Exhibit 4.5). | https://www.sec.gov/Archives/edgar/data/923796/000119312524110253/d764760dex43.htm |
| 4.7 | Description of Registrant's Securities (incorporated by reference to exhibit 4.14 to the Company's Annual Report on Form 10-K filed on February 27, 2023). | https://www.sec.gov/Archives/edgar/data/923796/000095017023004713/geo-ex4_14.htm |
| 4.8 | Form of Indenture for Senior Debt Securities (incorporated by reference to Exhibit 4.1 to the Company's registration statement on Form S-3ASR, filed on October 30, 2023). | https://www.sec.gov/Archives/edgar/data/923796/000119312523266272/d531971dex41.htm |
| 4.9 | Form of Indenture for Subordinated Debt Securities (incorporated by reference to Exhibit 4.2 to the Company's registration statement on Form S-3ASR, filed on October 30, 2023). | https://www.sec.gov/Archives/edgar/data/923796/000119312523266272/d531971dex42.htm |
| 10.1 | Form of Indemnification Agreement between the Company and its Officers and Directors (incorporated herein by reference to Exhibit 10.3 to the Company’s registration statement on Form S-1, filed on May 24, 1994) (P) | |
| 10.2 | The GEO Group, Inc. Senior Management Performance Award Plan, as Amended and Restated (incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K, filed on February 26, 2019) † | https://www.sec.gov/Archives/edgar/data/923796/000119312519050054/d663410dex103.htm |
| 10.3 | Amendment to The GEO Group, Inc. Senior Management Performance Award Plan (incorporated by reference to | https://www.sec.gov/Archives/edgar/data/923796/000095017023004713/geo-ex10_3.htm |
| 10.4 | Amended and Restated The GEO Group, Inc. Senior Officer Retirement Plan, effective December 31, 2008 (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K January 7, 2009) † | https://www.sec.gov/Archives/edgar/data/923796/000095014409000110/g17230exv10w8.htm |
| 10.5 | Amended and Restated The GEO Group, Inc. Executive Retirement Plan (effective January 1, 2008) (incorporated by reference to Exhibit 10.36 to the Company’s Quarterly Report on Form 10-K, filed on March 1, 2012) † | https://www.sec.gov/Archives/edgar/data/923796/000119312512090269/d259590dex1036.htm |
| 10.6 | Amendment to The GEO Group, Inc. Executive Retirement Plan (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K, filed on March 1, 2012) † | https://www.sec.gov/Archives/edgar/data/923796/000119312512090269/d259590dex1037.htm |
| 10.7 | The GEO Group, Inc. Deferred Compensation Plan (as amended and restated effective January 1, 2008) (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K, filed on March 1, 2012) † | https://www.sec.gov/Archives/edgar/data/923796/000119312512090269/d259590dex1038.htm |
| 10.8 | Amendment to The GEO Group, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K, filed on March 1, 2012) † | https://www.sec.gov/Archives/edgar/data/0000923796/000119312512090269/d259590dex1039.htm |
| 10.9 | Amendment to The GEO Group, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K, filed on March 1, 2012) † | https://www.sec.gov/Archives/edgar/data/923796/000119312512090269/d259590dex1040.htm |
| 10.10 | The GEO Group, Inc. Second Amended and Restated 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 9, 2024) † | https://www.sec.gov/Archives/edgar/data/923796/000119312524135357/d784973dex101.htm |
| 10.11 | The GEO Group, Inc. Amended and Restated Employee Stock | https://www.sec.gov/Archives/edgar/data/0000923796/000119312521150222/d178751dex102.htm |
| Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on May 4, 2021). † | ||
| 10.12 | Separation and General Release Agreement, dated as of May 27, 2021, by and between The GEO Group, Inc. and George C. Zoley (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on June 1, 2021). † | https://www.sec.gov/Archives/edgar/data/0000923796/000119312521177770/d318382dex101.htm |
| 10.13 | Executive Chairman Employment Agreement, dated as of May 27, 2021, by and between The GEO Group, Inc. and George C. Zoley (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on June 1, 2021). † | https://www.sec.gov/Archives/edgar/data/0000923796/000119312521177770/d318382dex102.htm |
| 10.14 | Amended and Restated Executive Retirement Agreement, dated as of May 27, 2021, by and between The GEO Group, Inc. and George C. Zoley (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on June 1, 2021). † | https://www.sec.gov/Archives/edgar/data/0000923796/000119312521177770/d318382dex103.htm |
| 10.15 | Separation and General Release Agreement, entered into on November 29, 2023, between The GEO Group, Inc. and Jose Gordo (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 5, 2023).† | https://www.sec.gov/Archives/edgar/data/923796/000119312523289201/d628144dex101.htm |
| 10.16 | Advisory Services Agreement, effective as of January 1, 2024, between The GEO Group, Inc. and Jose Gordo (incorporated by reference t Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 5, 2023). † | https://www.sec.gov/Archives/edgar/data/923796/000119312523289201/d628144dex102.htm |
| 10.17 | Executive Employment Agreement, effective as of January 1, 2024, between The GEO Group, Inc. and Brian Evans (incorporated by reference to Exhibit 10.3 to the Company's | https://www.sec.gov/Archives/edgar/data/923796/000119312523289201/d628144dex103.htm |
| Current Report on Form 8-K filed on December 5, 2023). † | ||
| 10.18 | Executive Employment Agreement, dated as of June 22, 2021, between The GEO Group, Inc. and Shayn March (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on December 5, 2023). † | https://www.sec.gov/Archives/edgar/data/923796/000119312523289201/d628144dex104.htm |
| 10.19 | Executive Employment Agreement, effective as of January 1, 2024, between The GEO Group, Inc. and Wayne Calabrese (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on December 5, 2023). † | https://www.sec.gov/Archives/edgar/data/923796/000119312523289201/d628144dex105.htm |
| 10.20 | Credit Agreement, dated as of April 18, 2024, by and among The GEO Group, Inc. and GEO Corrections Holdings, Inc, as borrowers, Citizens Bank, N.A. as Administrative Agent, and the lenders referred to therein (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on April 24, 2024).** | https://www.sec.gov/Archives/edgar/data/923796/000119312524110253/d764760dex103.htm |
| 10.21 | First Lien Intercreditor Agreement, dated as of April 18, 2024, by and among The GEO Group, Inc., GEO Corrections Holdings, Inc., the Guarantors, Citizens Bank, N.A., as Credit Agreement Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties, Ankura Trust Company, LLC, as Initial Additional Collateral Agent and Initial Additional Authorized Representative, and each additional authorized representative from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 24, 2024). | https://www.sec.gov/Archives/edgar/data/923796/000119312524110253/d764760dex101.htm |
| 10.22 | Executive Employment Agreement, effective as of July 8, 2024, between The GEO Group, Inc. and Mark J. Suchinski (incorporated by reference to | https://www.sec.gov/Archives/edgar/data/923796/000119312524158342/d800341dex101.htm |
| Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 10, 2024). † | ||
| 10.23 | Separation and General Release Agreement, entered into on December 3, 2024, between The GEO Group, Inc. and James H. Black.* † | |
| 10.24 | Consultant Agreement, effective January 1, 2025, between The GEO Group, Inc. and James H. Black.* † | |
| 10.25 | Separation Agreement and General Release, entered into on December 13, 2024, between The GEO Group, Inc. and Brian Evans (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 16, 2024). † | https://www.sec.gov/Archives/edgar/data/923796/000119312524279667/d847086dex101.htm |
| 10.26 | Executive Employment Agreement, entered into on December 16, 2024, between The GEO Group, Inc. and J. David Donahue (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 16, 2024). † | https://www.sec.gov/Archives/edgar/data/923796/000119312524279667/d847086dex102.htm |
| 19.1 | Insider Trading Policy* | |
| 21.1 | Subsidiaries of the Company* | |
| 22.1 | List of Guarantor Subsidiaries * | |
| 23.1 | Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm* | |
| 31.1 | Rule 13a-14(a) Certification in accordance with Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 31.2 | Rule 13a-14(a) Certification in accordance with Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 97.1 | The GEO Group, Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K filed on February 29, 2024). † | https://www.sec.gov/Archives/edgar/data/923796/000095017024023181/geo-ex97_1.htm |
| 101 | The following financial information from the Company's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders' Equity, and (vi) the Notes to the Consolidated Financial Statements. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. * | |
| 104 | Cover Page Interactive Data Title - the cover page XBRL tags are embedded within the Inline XBRL document. * |
- Filed herewith.
** Certain portions of these Exhibits have been omitted in accordance with Regulation S-K Item 601 because they are both (i) not material to investors and (ii) the type of information that the Registrant customarily and actually treats as private or confidential and have been marked with ‘‘[***]’’ to indicate where omissions have been made. The Registrant agrees to furnish supplementally an unredacted copy of the Exhibit to the SEC upon its request.
† Management contract or compensatory plan, contract or agreement as defined in Item 402 (a)(3) of Regulation S-K.
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