UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 627, 2026

THE GEO GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida	1-14260	65-0043078
(State or Other Jurisdiction	(Commission	(IRS Employer
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of Incorporation)	File Number)	Identification No.)


4955 Technology Way, Boca Raton, Florida		33431
(Address of Principal Executive Offices)		(Zip Code)

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

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 Par Value	GEO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Section 5

Corporate Governance and Management

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnDeparture ~~February 6,~~of ~~2026,~~Mark J. ~~David~~Suchinski ~~Donahue,~~as ~~the Company’s~~ Chief ~~Executive~~Financial Officer, ~~provided notice to The GEO Group, Inc. (“GEO” or the “Company”) of his retirement effective February 28, 2026 (the “Separation Date”).~~

~~Mr. Donahue~~On ~~and GEO entered into a Separation Agreement and General Release on~~ February 927, 2026, ~~(the~~Mark ~~“Separation Agreement”)~~J. ~~Pursuant to the terms of the Separation Agreement~~Suchinski, ~~Mr. Donahue will be entitled to receive~~ the ~~following~~Company’s inSenior ~~addition~~Vice toPresident ~~accrued~~and ~~wages:~~Chief ~~(i) the~~Financial ~~payment of $104~~Officer,~~167~~ ~~per~~notified ~~month~~The ~~commencing~~GEO ~~on March 1~~Group, ~~2026~~Inc. ~~and continuing through February 28, 2028 in accordance with the terms of the Consultant Agreement described below;~~ (~~ii) be~~“GEO” ~~entitled~~or to the ~~payment of health insurance premiums for himself and any covered dependents under the Consolidated Omnibus Budget Reconciliation Act (~~“~~COBRA~~Company”) ~~for a period ending on the earlier~~ of ~~eighteen~~his ~~(18) months~~decision ~~following the Separation Date (or up~~ to ~~twenty-four~~relocate (24) months if entitled to an extension) or the date he is no longer entitled to receive COBRA continuation coverage; and (iii) the outstanding unvested stock options and restricted stock previously granted to Mr. Donahue will continue to vest in accordance with the applicable performanceout-~~based vesting metrics under the Company’s long~~of-~~term~~state ~~equity~~and ~~incentive~~leave ~~plan.~~his ~~The~~position ~~Separation~~effective ~~Agreement also contains mutual release~~March 31, ~~cooperation~~2026 ~~and non-disparagement provisions. The foregoing description of~~ (the “Separation ~~Agreement~~Date”) ~~is qualified in its entirety by reference~~ to ~~the~~accept ~~full~~a ~~text~~position ofin ~~the~~another ~~Separation Agreement, which is filed as Exhibit 10~~industry.1 ~~hereto and is incorporated herein by reference.~~

~~Mr. Donahue~~Appointment ~~and GEO also entered into a Consultant Agreement (the “Consultant Agreement”), effective as~~ of Shayn March 1, 2026, for a term continuing through February 28, 2028 (the “Consulting Period”). Pursuant to the terms of the Consultant Agreement, Mr. Donahue will provide consulting services to GEO with respect to secure services business opportunities in the United States and overseas, including business development services and contract administration assistance for existing contracts. In consideration for such services, Mr. Donahue will receive, as ~~previously~~Chief ~~disclosed~~Financial inOfficer the Separation Agreement, the consulting fee of $104,167 per month during the Consulting Period, payable upon submission of a monthly billing statement, and will be reimbursed for reasonable and necessary documented travel and business expenses incurred in connection with the performance of services, subject to prior approval requirements. The Consultant Agreement also contains provisions related to confidentiality and conflicts of interest. The foregoing description of the Consultant Agreement is qualified in its entirety by reference to the full text of the Consultant Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

OnShayn ~~February 9~~March, ~~2026,~~Executive ~~George~~Vice ~~C. Zoley~~President, ~~GEO’s~~Finance ~~founder~~ and ~~Executive Chairman~~Treasurer, was appointed ~~Chief~~Senior ~~Executive~~Vice ~~Officer~~President ~~effective March 1, 2026 (the “Effective Date”). Dr. Zoley’s biography covering his business experience~~ and ~~educational~~Chief ~~background~~Financial isOfficer ~~included in the Company’s Definitive Proxy Statement for its 2025 Annual Meeting of Shareholders filed~~ on March 205, ~~2025 under the heading “Proposal 1: Election of Directors”~~2026, ~~which~~effective ~~section is incorporated by reference herein. As GEO’s founder, Dr.~~April ~~Zoley’s knowledge~~1, ~~experience, and leadership are invaluable to the operation and development of the Company~~2026. ~~His more than 40 years with the Company make him uniquely qualified to be GEO’s Chairman and Chief Executive Officer.~~

InMr. March, ~~connection~~60, ~~with~~joined ~~his~~GEO ~~appointment,~~as DrVice President of Finance and Treasurer in March 2009. Mr. ~~Zoley~~March ~~and~~served ~~the~~as ~~Company~~Acting ~~entered~~Chief ~~into~~Financial ~~the~~Officer ~~Second~~from ~~Amendment~~January 2024 to ~~Executive~~July ~~Employment~~2024. ~~Agreement~~During ~~(the~~his ~~“Employment~~17 ~~Agreement”)~~years onwith ~~February 9~~GEO, ~~2026~~Mr. March tohas ~~reflect~~played ~~Dr. Zoley’s~~a ~~new~~pivotal ~~title~~role asin ~~Chairman~~the ~~and~~financial ~~Chief~~management ~~Executive~~of ~~Officer~~GEO and ~~amend~~its ~~the~~subsidiaries ~~compensation~~and ~~terms~~GEO’s ~~discussed~~acquisition, ~~below~~disposition ~~beginning~~and ongrowth ~~the~~initiatives. ~~Effective~~Prior ~~Date.~~to ~~The~~joining ~~term~~GEO, ofMr. March ~~the~~served ~~Employment~~as ~~Agreement~~a ~~remains~~Managing Director for the ~~same~~Corporate ~~and~~Investment ~~ends~~Banking ongroup ~~April 2,~~at ~~2029~~BNP asParibas, ~~may~~where behe ~~extended~~worked byfor ~~mutual~~eleven ~~agreement~~years ofin ~~the~~increasing ~~parties~~capacities. onFrom an1995 ~~annual~~to ~~basis~~1997, ~~subject~~Mr. March towas ~~the~~employed ~~termination~~at ~~provisions~~Sanwa Bank in the ~~Employment~~Corporate ~~Agreement~~Finance Department. ~~Pursuant~~From 1988 to ~~the~~1994, ~~terms~~Mr. March ofwas employed at UJB Financial in the ~~Employment~~Finance ~~Agreement,~~and DrCredit Audit Departments. Mr. ~~Zoley~~March ~~will~~earned ~~serve~~his asMasters ~~Chief~~in ~~Executive~~Business ~~Officer~~Administration ~~and~~in ~~report~~Financial ~~directly~~Management tofrom the ~~Board~~Lubin School of ~~Directors~~Business at Pace University and his Bachelor of Arts in Economics at Rutgers University.

~~Under~~In ~~the~~connection ~~terms~~with ofhis ~~the Employment Agreement~~appointment, DrMr. ~~Zoley~~March ~~will~~and bethe ~~paid~~Company anentered ~~annual~~into ~~base~~an ~~salary~~Executive ofEmployment ~~$1,200,000,~~Agreement ~~subject to~~ (the ~~review~~“Employment ~~and~~Agreement”) ~~potential~~on ~~increase~~March 5, in2026, replacing the ~~sole~~previous ~~discretion~~Executive ofEmployment ~~the~~Agreement ~~Compensation~~that ~~Committee.~~GEO Drand Mr. ~~Zoley~~March ~~will~~entered ~~also~~into, beeffective ~~entitled~~June 22, 2021, to ~~receive~~provide athat ~~target annual performance award of 200% of Dr~~Mr. ~~Zoley’s~~March ~~base~~will ~~salary and~~ be ~~entitled~~employed toby ~~receive~~the anCompany ~~annual~~for ~~equity~~a ~~incentive~~two-year ~~award~~term ofbeginning ~~restricted~~April 1, ~~stock~~2026 ~~with~~(the a“Effective ~~grant~~Date”). ~~date~~The ~~fair~~term ~~value~~of ~~equal~~the toEmployment atAgreement ~~least~~may ~~300%~~be ofextended ~~Dr. Zoley’s~~by ~~base~~mutual ~~salary~~agreement ~~that~~of ~~shall~~the ~~vest~~parties. inPursuant ~~accordance~~to ~~with~~ the terms of the ~~Company’s~~Employment ~~equity compensation plan. In addition~~Agreement, DrMr. ~~Zoley~~March iswill ~~entitled~~serve toas ~~the~~Senior ~~compensation~~Vice ~~and~~President ~~benefits provided under the Amended~~ and ~~Restated~~Chief ~~Executive~~Financial ~~Retirement~~Officer ~~Agreement, between Dr. Zoley~~ and ~~GEO,~~perform ~~dated~~all ~~May 27,~~duties ~~2021. All other terms~~ and ~~conditions~~responsibilities of ~~Dr. Zoley’s~~a ~~Employment~~Chief ~~Agreement~~Financial ~~with~~Officer ~~GEO~~as ~~shall~~directed ~~remain~~by ~~unchanged~~the ~~and~~Chief inExecutive ~~full~~Officer ~~force~~ and ~~effect~~the inBoard ~~accordance~~of ~~with~~Directors. ~~the~~Either ~~Executive~~Mr. March ~~Chairman~~or ~~Employment~~the ~~Agreement,~~Company ~~dated~~may ~~May~~terminate Mr. ~~27,~~March’s ~~2021,~~employment asunder ~~amended~~the byEmployment ~~the~~Agreement ~~Amendment~~for toany ~~Executive~~reason ~~Chairman~~upon ~~Employment~~not ~~Agreement,~~less ~~dated~~than ~~July~~ninety (90) 7,days ~~2025~~written notice.

~~The~~Under ~~foregoing~~the ~~description~~terms of the Employment Agreement, isMr. March ~~qualified~~will be paid an annual base salary of $650,000, subject to the review and potential increase in ~~its~~the ~~entirety~~sole bydiscretion ~~reference~~of the Compensation Committee. Mr. March will also be entitled to receive a target annual performance award of 100% of Mr. March’s base salary in accordance with the ~~full~~terms ~~text~~of any plan governing senior management performance awards then in effect. Mr. March will be entitled to receive an annual equity incentive award of restricted stock with a grant date fair value equal to at least 80% of his base salary that will vest upon the ~~Employment~~attainment ~~Agreement,~~of ~~which~~certain isperformance ~~filed~~goals in accordance with the terms of the Company’s equity compensation plan. In connection with Mr. March’s appointment as ~~Exhibit~~Chief 10Financial Officer, Mr.3 March ~~hereto~~shall ~~and~~receive isan ~~incorporated~~initial ~~herein~~grant byof ~~reference~~12,175 shares of restricted stock that shall vest upon the attainment of certain performance goals in accordance with the terms of the Company’s equity compensation plan.

~~There~~The ~~are~~Employment noAgreement ~~arrangements~~provides orthat ~~understandings~~upon ~~between~~the Drseparation of employment by Mr. ~~Zoley~~March ~~and~~for ~~any~~good ~~other~~reason, ~~person~~by ~~pursuant~~the toCompany ~~which~~without Drcause or upon the death or disability of Mr. ~~Zoley~~March, ~~was~~he ~~appointed~~will tobe ~~serve~~entitled asto ~~Chief~~receive ~~Executive~~a ~~Officer~~separation ofpayment ~~the~~equal ~~Company.~~to ~~Please~~one ~~see~~(1) time the ~~disclosure~~sum inof ~~the~~his ~~Company’s~~annual ~~Definitive~~base ~~Proxy~~salary ~~Statement~~payable ~~for~~over ~~its~~a ~~2025~~period ~~Annual~~of ~~Meeting~~twelve of(12) months. ~~Shareholders~~The ~~filed~~Company onwill ~~March 20,~~also ~~2025~~continue ~~for~~to ~~the~~provide ~~other~~Mr. March ~~disclosure~~and ~~required~~any bycovered ~~Items~~dependents ~~401(d)~~with ~~and~~the ~~404(a)~~Executive ofBenefits ~~Regulation~~as ~~S-K~~defined ~~under~~in the ~~heading~~Employment ~~“Certain~~Agreement ~~Relationships~~for ~~and~~a ~~Related~~period ~~Party~~of ~~Transactions”,~~twelve ~~which~~(12) months ~~section~~after isthe ~~incorporated~~date byof ~~reference herein~~separation.

In the event of Mr. March’s death within such twelve (12) month period, the Company will continue to provide the Executive Benefits to Mr. March’s covered dependents, and, if applicable to Mr. March’s estate. In addition, the Employment Agreement provides that upon such separation, GEO will transfer all of its interest in any automobile used by Mr. March pursuant to its Executive Automobile Policy and pay the balance of any outstanding loans or leases on such automobile so that Mr. March owns the automobile outright. Lastly, all of the outstanding and unvested stock options and restricted stock granted to Mr. March prior to separation will fully vest immediately upon separation; provided, however that any restricted stock that is subject to performance-based vesting shall be forfeited. Upon a separation of employment by GEO for cause or by Mr. March without good reason, Mr. March will be entitled to only the amount of compensation that is due through the effective date of the separation. The Employment Agreement includes a non-competition covenant that runs through the three-year period following the separation of the executive’s employment, and confidentiality and work product provisions.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Mr. March has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, has no arrangement or understanding between him and any other person relating to his appointment as an officer required to be disclosed pursuant to Item 401(b) of Regulation S-K and has no family relationships required to be disclosed pursuant to Item 401(d) of Regulation S-K.

Section 7

Regulation FD

Item 7.01

Regulation FD Disclosure.

On ~~February~~March 125, 2026, the Company issued a press release announcing the senior management changes discussed in Item 5.02 above, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Section 9

Financial Statements and Exhibits.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
10.1		~~Separation~~Executive ~~Agreement~~Employment ~~and General Release~~Agreement, entered into on ~~February~~March 95, 2026, between The GEO Group, Inc. and J.Shayn ~~David Donahue~~March.
10.2		Consultant Agreement, entered into on February 9, 2026, between The GEO Group, Inc. and J. David Donahue.
99.1		Press release, dated March 5, 2026.
10.3		Second Amendment to Executive Employment Agreement, entered into on February 9, 2026, between The GEO Group, Inc. and George C. Zoley.
99.1		Press release, dated February 12, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE GEO GROUP, INC.
February 12, 2026	By:	/s/ Mark J. Suchinski
March 5, 2026	By:	/s/ George C. Zoley
Date		~~Mark~~George JC. ~~Suchinski~~Zoley Chairman and Chief Executive Officer
		Senior Vice President and Chief Financial Officer
		(Principal Executive Officer)
		(Principal Financial Officer)

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