GEO GROUP INC

Rule 10b5-1 Trading Arrangements

Richard K. Long, Senior Vice President, Project Development, entered into a 10b5-1 trading plan on May 19, 2025 (the “Long Trading Plan”). The Long Trading Plan provides for the potential sale of up to 50,835 shares of GEO common stock and will be in effect until the earlier of (i)May 18, 2026 and (ii) the date on which all of the shares have been sold. The Long Trading Plan was entered into during an open trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and GEO’s policies regarding transactions in GEO securities.

Christopher D. Ryan, Senior Vice President, Human Resources, entered into a 10b5-1 trading plan on May 19, 2025 (the “Ryan Trading Plan”). The Ryan Trading Plan provides for the potential sale of up to 12,343 shares of GEO common stock and will be in effect until the earlier of (i)May 15, 2026 and (ii) the date on which all of the shares have been sold. The Ryan Trading Plan was entered into during an open trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and GEO’s policies regarding transactions in GEO securities.

Other than as disclosed above, no other director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K) during the fiscal quarter ended June 30, 2025.

Compensatory Arrangements of Certain Officers

On July 7, 2025, George C. Zoley and the Company entered into the Amendment to Executive Chairman Employment Agreement (the “Executive Chairman Amendment”). The Executive Chairman Amendment modifies Dr. Zoley’s employment agreement by extending his employment term as Executive Chairman from June 30, 2026 to April 2, 2029, updating his base salary to reflect the base salary previously approved by the Committee in February 2025 and modifying each of the Target Bonus (as defined below) and Target Stock Award (as defined below) applicable to Dr. Zoley from 100% to 150% of his base salary. The Compensation Committee of the Board of Directors (the “Committee”) approved the Executive Chairman Amendment on July 3, 2025.

On July 3, 2025, the Committee approved an adjustment to the annual cash incentive target amount pursuant to the terms of the Senior Management Performance Award Plan (the “Target Bonus”) and the annual equity incentive award target amount (the “Target Stock Award”) applicable to the Company’s Chief Executive Officer, J. David Donahue. The Committee approved the adjustment of each of the Target Bonus and Target Stock Award from 100% to 150% of his base salary. On August 4, 2025, Mr. Donahue and the Company entered into the Amendment to Executive Employment Agreement (the "Executive Amendment") to reflect the adjustments to each of the Target Bonus and Target Stock Award applicable to Mr. Donahue from 100% to 150% of his base salary.

On July 15, 2025, the Committee of the Company approved a modification to the vesting schedule of the one-time special recognition stock award of 207,862 shares of restricted stock granted to George C. Zoley, the Company’s Executive Chairman, on March 3, 2025 such that the award vested on July 17, 2025 instead of March 3, 2026. The Committee approved the modification in light of and in connection with the Executive Chairman Amendment entered into on July 7, 2025 discussed above.