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GEO GROUP INC

For the period ended Apr 28, 2026. Filed Mar 19, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 28, 2026 · Filed Mar 19, 2026

GEO$27.80+10.4%Stored close · as of Nov 6, 2026
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APPENDIX A

Reconciliation of Non-GAAP Financial Measures

GEO reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). However, management believes that certain non-GAAP financial measures provide investors with additional meaningful financial information that should be considered when assessing our underlying business performance and trends. Management also uses these non-GAAP financial measures in making financial, operating, compensation, and planning decisions and in evaluating the Company’s performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP.

Adjusted EBITDA (in thousands)Year EndedDecember 31, 2025
Net income$254,306
Add:
Income tax provision *86,587
Interest expense, net of interest income **159,891
Depreciation and amortization132,039
EBITDA632,823
Add (Subtract):
Gain on asset divestitures, pre-tax(232,381)
Net loss attributable to noncontrolling interests66
Stock based compensation, pre-tax23,593
Non-cash contingent liability and litigation and settlements costs, pre-tax38,224
Employee restructuring expenses, pre-tax2,003
Start-up expenses, pre-tax1,423
Close-out expenses, pre-tax2,816
Transaction related expenses, pre-tax76
Adjustment to Annual Incentive Reserve, pre-tax1,100
Other non-cash revenue & expenses, pre-tax(4,225)
Adjusted EBITDA$465,518
Adjusted Net Income (in thousands)
Net income attributable to GEO operations$254,372
Add (Subtract):
Gain on asset divestitures, pre-tax(232,381)
Loss on extinguishment of debt, pre-tax8,446
Non-cash contingent liability and litigation and settlement costs, pre-tax38,224
Employee restructuring expenses, pre-tax2,003
Start-up expenses, pre-tax1,423
Close-out expenses, pre-tax2,816
Transaction related expenses, pre-tax76
Tax effect of adjustment to net income attributable to GEO operations45,113
Adjusted Net Income$120,092
*includes income tax provision on equity in earnings of affiliates
**includes loss on extinguishment of debt

THE GEO GROUP, INC. 4955 TECHNOLOGY WAY BOCA RATON, FLORIDA 33431 SCAN TO VIEW MATERIALS & VOTE w VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on April 27, 2026 for shares held directly or by a broker or nominee or 11:59 p.m. Eastern Time on April 23, 2026 for shares held in The GEO Group, Inc. 401(k) Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/GEO2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on April 27, 2026 for shares held directly or by a broker or nominee or 11:59 p.m. Eastern Time on April 23, 2026 for shares held in The GEO Group, Inc. 401(k) Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V87912-P47273 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY THE GEO GROUP, INC. The Board of Directors recommends you vote “FOR” the following: 1. Election of Directors Nominees: For Against Abstain 1a. Thomas C. Bartzokis The Board of Directors recommends you vote FOR ! ! ! proposals 2 and 3: For Against Abstain 2. To ratify the appointment of Grant Thornton LLP as the 1b. Jack Brewer ! ! ! Company’s independent registered public accountants ! ! ! for the 2026 fiscal year. 1c. Donna Arduin Kauranen ! ! ! 3. Advisory vote to approve named executive officer ! ! ! compensation. 1d. Scott M. Kernan ! ! ! 1e. Lindsay L. Koren ! ! ! 1f. Julie Myers Wood ! ! ! 1g. George C. Zoley ! ! ! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V87913-P47273 THE GEO GROUP, INC. Annual Meeting of Shareholders April 28, 2026 10:00 A.M. This proxy is solicited by the Board of Directors The undersigned hereby appoints George C. Zoley and Scott Schipma as Proxies, each with the power to appoint his substitute, and hereby authorizes each to represent and to vote, as designated on the reverse side, all the shares of Common Stock of The GEO Group, Inc. held of record by the undersigned at the close of business on March 3, 2026, at the Annual Meeting of Shareholders to be held virtually at www.virtualshareholdermeeting.com/GEO2026 at 10:00 A.M. (EDT), April 28, 2026 or at any adjournment thereof. This Proxy also instructs Empower Trust Company, LLC as Trustee of The GEO Group, Inc. 401(k) Plan, to vote by Proxy at the virtual Annual Meeting of Shareholders, all the shares of Common Stock of The GEO Group, Inc. for which the undersigned shall be entitled to instruct in the manner appointed on the other side hereof. Empower Trust Company, LLC will vote the shares represented by this Proxy that is properly completed, signed, and received by Empower Trust Company, LLC by 11:59 P.M. (EDT) on April 23, 2026. Please note that if this Proxy is not properly completed and signed, or if it is not received by the Trustee as indicated above, shares allocated to a participant’s account will not be voted. Empower Trust Company, LLC will hold your voting instructions in complete confidence except as may be necessary to meet legal requirements. Empower Trust Company, LLC makes no recommendation regarding any voting instruction. This Proxy is solicited by the Board of Directors and will be voted in accordance with the instructions specified on the reverse side. If no instructions are specified, this Proxy will be voted FOR the election of the nominees and FOR Proposals 2 and 3. Continued and to be signed on reverse side

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