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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2026

☐ 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

The GEO Group, Inc.

(Exact name of registrant as specified in its charter)


Florida		65-0043078
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

4955 Technology Way Boca Raton, Florida		33431
(Address of principal executive offices)		(Zip Code)

(561) 893-0101

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	GEO	New York Stock Exchange

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of May 4, 2026, the registrant had 133,618,284 shares of common stock outstanding.

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION	3
ITEM 1. FINANCIAL STATEMENTS	3
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025	3
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025	4
CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2026 (UNAUDITED) AND DECEMBER 31, 2025	5
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025	6
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS	7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	30
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	43
ITEM 4. CONTROLS AND PROCEDURES	43
PART II - OTHER INFORMATION	44
ITEM 1. LEGAL PROCEEDINGS	44
ITEM 1A. RISK FACTORS	47
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	47
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	47
ITEM 4. MINE SAFETY DISCLOSURES	47
ITEM 5. OTHER INFORMATION	47
ITEM 6. EXHIBITS	48
SIGNATURES	49

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

THE GEO GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

FOR THE THREE MONTHS ENDED

MARCH 31, 2026 AND 2025

(In thousands, except per share data)


	Three Months Ended
	March 31, 2026			March 31, 2025
Revenues	$	705,213		$	604,647
Operating expenses		521,509			453,778
Depreciation and amortization		33,830			32,136
General and administrative expenses		60,575			57,749
Operating income		89,299			60,984
Interest income		1,672			1,997
Interest expense		(38,301	)		(42,441	)
Income before income taxes and equity in earnings of affiliates		52,670			20,540
Provision for income taxes		15,026			1,826
Equity in earnings of affiliates, net of income tax provision of $216 and $230, respectively		662			828
Net income		38,306			19,542
Net loss attributable to noncontrolling interests		28			16
Net income attributable to The GEO Group, Inc.	$	38,334		$	19,558

Weighted-average common shares outstanding:
Basic		132,612			137,143
Diluted		134,055			140,915
Net income per common share attributable to The GEO Group, Inc.:
Basic:
Net income per common share attributable to The GEO Group Inc.-basic	$	0.29		$	0.14
Diluted:
Net income per common share attributable to The GEO Group, Inc.-diluted	$	0.29		$	0.14

The accompanying notes are an integral part of these unaudited consolidated financial statements.

THE GEO GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

FOR THE THREE MONTHS ENDED

MARCH 31, 2026 AND 2025

(In thousands)


	Three Months Ended
	March 31, 2026			March 31, 2025
Net income	$	38,306		$	19,542
Other comprehensive income, net of tax:
Foreign currency translation adjustments		1,542			1,430
Change in marketable securities, net of tax (benefit) provision of $(82) and $63, respectively		(310	)		239
Pension liability adjustment, net of tax provision (benefit) of $2 and $(13), respectively		6			(49	)
Change in fair value of derivative instrument classified as cash flow hedge, net of tax provision (benefit) of $13 and $(182), respectively		50			(684	)
Total other comprehensive income, net of tax		1,288			936
Total comprehensive income		39,594			20,478
Comprehensive loss attributable to noncontrolling interests		9			28
Comprehensive income attributable to The GEO Group, Inc.	$	39,603		$	20,506

The accompanying notes are an integral part of these unaudited consolidated financial statements.

THE GEO GROUP, INC.

CONSOLIDATED BALANCE SHEETS

MARCH 31, 2026 AND DECEMBER 31, 2025

(In thousands, except share data)


	March 31, 2026			December 31, 2025
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	80,217		$	68,995
Restricted cash and cash equivalents		—			2,998
Accounts receivable, net of credit loss reserve of $897 and $857, respectively		573,375			593,463
Prepaid expenses and other current assets		45,272			53,073
Total current assets		698,864			718,529
Restricted Cash and Investments		188,261			179,366
Property and Equipment, Net		1,870,534			1,884,198
Operating Lease Right-of-Use Assets, Net		67,340			72,294
Deferred Income Tax Assets		9,396			9,396
Goodwill		756,039			756,028
Intangible Assets, Net		115,406			117,332
Other Non-Current Assets		106,398			106,479
Total Assets	$	3,812,238		$	3,843,622
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	59,075		$	58,727
Accrued payroll and related taxes		107,610			82,086
Accrued expenses and other current liabilities		214,208			197,530
Operating lease liabilities, current portion		16,107			17,193
Current portion of finance lease liabilities and long-term debt		1,344			1,355
Total current liabilities		398,344			356,891
Deferred Income Tax Liabilities		99,689			99,689
Other Non-Current Liabilities		176,205			176,083
Operating Lease Liabilities		53,527			57,557
Long-Term Debt, Net		1,588,917			1,649,268
Commitments, Contingencies and Other Matters (Note 11)
Shareholders’ Equity
Preferred stock, $0.01 par value, 30,000,000 shares authorized, none issued or outstanding		—			—
Common stock, $0.01 par value, 225,000,000 shares authorized, 137,233,919 and 141,182,435 issued and 133,674,671 and 136,242,983 outstanding, respectively		1,422			1,412
Additional paid-in capital		1,321,056			1,319,135
Retained earnings		332,586			294,252
Accumulated other comprehensive loss		(16,703	)		(17,972	)
Treasury stock, 8,498,700 and 4,939,452 shares, at cost, respectively		(141,124	)		(91,021	)
Total shareholders’ equity attributable to The GEO Group, Inc.		1,497,237			1,505,806
Noncontrolling interests		(1,681	)		(1,672	)
Total shareholders’ equity		1,495,556			1,504,134
Total Liabilities and Shareholders’ Equity	$	3,812,238		$	3,843,622

The accompanying notes are an integral part of these unaudited consolidated financial statements.

THE GEO GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

FOR THE THREE MONTHS ENDED

MARCH 31, 2026 AND 2025

(In thousands)


	Three Months Ended
	March 31, 2026			March 31, 2025
Cash Flow from Operating Activities:
Net income	$	38,306		$	19,542
Net loss attributable to noncontrolling interests		28			16
Net income attributable to The GEO Group, Inc.		38,334			19,558
Adjustments to reconcile net income attributable to The GEO Group, Inc. to net cash provided by operating activities:
Depreciation and amortization expense		33,830			32,136
Stock-based compensation		7,766			6,488
Amortization of debt issuance costs, discount and/or premium and other non-cash interest		2,067			1,598
Equity in earnings of affiliates, net of tax		(662	)		(828	)
Dividends received from unconsolidated joint ventures		3,220			469
Realized/unrealized loss (gain) on investments		2,162			(494	)
Loss on sale/disposal of property and equipment, net		1,192			319
Changes in assets and liabilities, net of effects of acquisitions:
Changes in accounts receivable, prepaid expenses and other assets		31,209			(8,983	)
Changes in accounts payable, accrued expenses and other liabilities		37,363			20,962
Net cash provided by operating activities		156,481			71,225
Cash Flow from Investing Activities:
Proceeds from sale of real estate and other assets		482			—
Purchases of marketable securities		(2,587	)		(986	)
Proceeds from sale of marketable securities		1,653			616
Capital expenditures		(21,729	)		(30,771	)
Net cash used in investing activities		(22,181	)		(31,141	)
Cash Flow from Financing Activities:
Payments on long-term debt		(356	)		(592	)
Payments on revolver		(121,000	)		(30,000	)
Proceeds from revolver		60,000			—
Taxes paid related to net share settlements of equity awards		(6,248	)		(22,177	)
Proceeds from issuance of common stock in connection with ESPP		38			39
Payment for repurchases of common stock		(50,103	)		—
Proceeds from the exercise of stock options		375			3,307
Net cash used in financing activities		(117,294	)		(49,423	)
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash and Cash Equivalents		1,123			679
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash and Cash Equivalents		18,129			(8,660	)
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, beginning of period		123,635			125,864
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents, end of period	$	141,764		$	117,204
Supplemental Disclosures:
Non-cash Investing and Financing activities:
Right-of-use assets obtained from operating lease liabilities	$	92		$	2,263
Capital expenditures in accounts payable and accrued expenses	$	2,054		$	2,315

The accompanying notes are an integral part of these unaudited consolidated financial statements.

THE GEO GROUP, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The GEO Group, Inc., a Florida corporation, and subsidiaries (the “Company” or “GEO”) specialize in the ownership, leasing and management of secure facilities, processing centers and community reentry centers in the United States, Australia and South Africa. The Company owns, leases and operates a broad range of facilities including maximum, medium and minimum security facilities, processing centers, as well as community-based reentry facilities and offers an expanded delivery of rehabilitation services under its 'GEO Continuum of Care' platform. The 'GEO Continuum of Care' platform integrates enhanced rehabilitative programs, which are evidence-based and include cognitive behavioral treatment and post-release services, and provides academic and vocational classes in life skills and treatment programs while helping individuals reintegrate into their communities. The Company develops new facilities based on contract awards, using its project development expertise and experience to design, construct and finance what it believes are state-of-the-art facilities that maximize security and efficiency. The Company provides innovative compliance technologies, industry-leading monitoring services, and evidence-based supervision and treatment programs for community-based parolees, probationers and pretrial defendants. The Company also provides secure transportation services for individuals as contracted domestically and in the United Kingdom through its joint venture GEOAmey Ltd. (“GEOAmey”). At March 31, 2026, the Company’s worldwide operations include the management and/or ownership of approximately 75,000 beds at 96 facilities, including idle facilities, and also include the provision of reentry and electronic monitoring and supervision services for thousands of individuals, including an array of technology products including radio frequency, GPS, and alcohol monitoring devices.

The Company's unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and the instructions to Form 10-Q and consequently do not include all disclosures required by Form 10-K. The accounting policies followed for quarterly financial reporting are the same as those disclosed in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2026 for the year ended December 31, 2025. The accompanying December 31, 2025 consolidated balance sheet has been derived from those audited financial statements. Additional information may be obtained by referring to the Company’s Form 10-K for the year ended December 31, 2025. In the opinion of management, all adjustments (consisting only of normal recurring items) necessary for a fair presentation of the financial information for the interim periods reported in this Quarterly Report on Form 10-Q have been made. Results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results for the entire year ending December 31, 2026, or for any other future interim or annual periods.

2. GOODWILL AND OTHER INTANGIBLE ASSETS

The Company has recorded goodwill as a result of its various business combinations. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the tangible assets and intangible assets acquired net of liabilities assumed, including noncontrolling interests. Changes in the Company's goodwill balances from January 1, 2026 to March 31, 2026 are as follows (in thousands):


	January 1, 2026		Foreign Currency Translation		March 31, 2026
U.S. Secure Services	$	316,366	$	—	$	316,366
Electronic Monitoring and Supervision Services		289,570		—		289,570
Reentry Services		148,873		—		148,873
International Services		1,219		11		1,230
Total Goodwill	$	756,028	$	11	$	756,039

The Company has also recorded other finite and indefinite-lived intangible assets as a result of its various business combinations. The Company's intangible assets include facility management contracts and trade names and technology, as follows (in thousands):


	March 31, 2026									December 31, 2025
	Weighted Average Useful Life (years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Facility management contracts		17.3	$	223,775	$	(153,569	)	$	70,206	$	223,798	$	(151,666	)	$	72,132
Trade names	Indefinite			45,200		—			45,200		45,200		—			45,200
Total acquired intangible assets			$	268,975	$	(153,569	)	$	115,406	$	268,998	$	(151,666	)	$	117,332

Amortization expense was $1.9 million and $2.3 million for the three months ended March 31, 2026 and 2025, respectively. The Company records the costs associated with renewal and extension of facility management contracts as expenses in the period they are incurred. As of March 31, 2026, the weighted average period before the next contract renewal or extension for the acquired facility management contracts was approximately 1.5 years.

Estimated amortization expense related to the Company's finite-lived intangible assets for the remainder of 2026 through 2030 and thereafter is as follows (in thousands):


Fiscal Year	Total Amortization Expense
Remainder of 2026	$	5,455
2027		6,853
2028		6,853
2029		6,853
2030		6,853
Thereafter		37,339
	$	70,206

3. FINANCIAL INSTRUMENTS

The following tables provide a summary of the Company’s significant financial assets and liabilities carried at fair value and measured on a recurring basis as of March 31, 2026 and December 31, 2025 (in thousands):


			Fair Value Measurements at March 31, 2026
	Carrying Value at March 31, 2026		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Restricted investment:
Rabbi Trusts	$	4,392	$	—	$	4,392	$	—
Marketable equity and fixed income securities		82,939		9,634		73,305		—
Interest rate swap derivatives		3,536		—		3,536		—


			Fair Value Measurements at December 31, 2025
	Carrying Value at December 31, 2025		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Restricted investments:
Rabbi Trusts	$	4,354	$	—	$	4,354	$	—
Marketable equity and fixed income securities		75,244		2,362		72,882		—
Interest rate swap derivatives		3,473		—		3,473		—

The Company’s Level 2 financial instruments included in the tables above as of March 31, 2026 and December 31, 2025 consist of interest rate swap derivative assets held by GEO, investments in equity and fixed income securities held in the Company’s captive insurance subsidiary, Florina Insurance Company, Inc. ("Florina") and investments in mutual funds held in the Company's rabbi trust established for employer contributions to The GEO Group, Inc. Non-qualified Deferred Compensation Plan. The Company's Level 1 financial instruments included in the table above as of March 31, 2026 consist of money market funds held in Florina. The interest rate swap derivative assets are valued using a discounted cash flow model based on projected borrowing rates. The Company's restricted investment in the rabbi trust for The GEO Group, Inc. Non-qualified Deferred Compensation Plan is invested in equity and fixed income pooled funds. The marketable equity and fixed income securities are valued using quoted rates.

4. FAIR VALUE OF ASSETS AND LIABILITIES

The Company’s consolidated balance sheets reflect certain financial assets and liabilities at carrying value. The carrying value of certain debt instruments, if applicable, is net of unamortized discount. The following tables present the carrying values of those financial instruments and the estimated corresponding fair values at March 31, 2026 and December 31, 2025 (in thousands):


			Estimated Fair Value Measurements at March 31, 2026
	Carrying Value as of March 31, 2026		Total Fair Value		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	80,217	$	80,217	$	80,217	$	—	$	—
Restricted cash		100,930		100,930		100,930		—		—
Liabilities:
Borrowings under credit agreement	$	297,583	$	297,583	$	—	$	297,583	$	—
8.625% Senior Secured Notes due 2029		650,000		675,610		—		675,610		—
10.250% Senior Notes due 2031		625,000		667,188		—		667,188		—


			Estimated Fair Value Measurements at December 31, 2025
	Carrying Value as of December 31, 2025		Total Fair Value		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	68,995	$	68,995	$	68,995	$	—	$	—
Restricted cash		54,640		54,640		54,640		—		—
Liabilities:
Borrowings under credit agreement	$	358,583	$	358,583	$	—	$	358,583	$	—
8.625% Senior Secured Notes due 2029		650,000		684,437		—		684,437		—
10.250% Senior Notes due 2031		625,000		685,375		—		685,375		—

The fair values of the Company’s cash and cash equivalents, and restricted cash and investments approximates the carrying values of these assets at March 31, 2026 and December 31, 2025. Restricted cash consists of money market funds, bank deposits, commercial paper and time deposits used for asset replacement funds and other funds contractually required to be maintained at the Company's Australian subsidiary. It also includes cash on hand in the Company’s captive insurance subsidiary, Florina. The fair value of the money market funds and bank deposits is based on quoted market prices (Level 1).

As of March 31, 2026 and December 31, 2025, the recurring fair values of the Company's 8.625% Secured Notes due 2029 and the 10.250% Senior Notes due 2031 are based on Level 2 inputs using quotations by major market news services, such as Bloomberg. The fair value of the Company's Credit Agreement was also based on quotations by major market news services and also estimates of trading value considering the Company's borrowing rate, the undrawn spread and similar instruments.

5. RESTRICTED CASH AND CASH EQUIVALENTS

The following table provides a reconciliation of cash, cash equivalents and restricted cash and cash equivalents reported on the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:


	March 31, 2026			March 31, 2025
Cash and cash equivalents	$	80,217		$	64,822
Restricted cash and cash equivalents - current		—			3,657
Restricted cash and investments - non-current		188,261			148,772
Less Restricted investments - non-current		(126,714	)		(100,047	)
Total cash, cash equivalents and restricted cash and cash equivalents shown in the statement of cash flows	$	141,764		$	117,204

Amounts included in restricted cash and cash equivalents are attributable to certain contractual cash restriction requirements at the Company's wholly owned Australian subsidiary, asset replacement funds contractually required to be maintained and other guarantees and cash on hand in the Company’s captive insurance subsidiary, Florina. Restricted investments - non-current (included in Restricted Cash and Investments in the accompanying consolidated balance sheets) consists of the Company's rabbi trust established for employee and employer contributions to The GEO Group, Inc. Non-qualified Deferred Compensation Plan, its rabbi trust established for its Chairman and Chief Executive Officer's retirement account held in a money market fund, investments in equity and fixed income securities and money market funds held in the Company’s captive insurance subsidiary, Florina, and certain contractual cash requirements at the Company’s wholly owned Australian subsidiary related to certain performance guarantees at its Ravenhall facility. The investments held in the rabbi trust related to The GEO Group, Inc. Non-Qualified Deferred Compensation Plan and the investments in equity and fixed income mutual funds held in Florina are restricted investments that are not considered to be restricted cash and cash equivalents in the accompanying consolidated statements of cash flows. Refer to Note 3 - Financial Instruments.

6. SHAREHOLDERS’ EQUITY

The following tables present the changes in shareholders’ equity that are attributable to the Company’s shareholders and to noncontrolling interests for the three months ended March 31, 2026 and 2025 (in thousands):


	Common shares						Additional Paid-In					Accumulated Other Comprehensive			Treasury shares					Noncontrolling			Total Shareholders'
	Shares			Amount			Capital			Retained Earnings		Loss			Shares		Amount			Interests			Equity
For the Three Months Ended March 31, 2026
Balance, January 1, 2026		136,243		$	1,412		$	1,319,135		$	294,252	$	(17,972	)		4,939	$	(91,021	)	$	(1,672	)	$	1,504,134
Proceeds from exercise of stock options		42			—			375			—		—			—		—			—			375
Stock-based compensation expense		—			—			7,766			—		—			—		—			—			7,766
Restricted stock granted		1,514			15			(15	)		—		—			—		—			—			—
Restricted stock canceled		(146	)		(1	)		1			—		—			—		—			—			—
Purchase of treasury shares [2]		(3,559	)		—			—			—		—			3,560		(50,103	)		—			(50,103	)
Shares withheld for net settlements of share- based awards [1]		(422	)		(4	)		(6,244	)		—		—			—		—			—			(6,248	)
Issuance of common stock - ESPP		3			—			38					—			—		—			—			38
Net income		—			—			—			38,334		—			—		—			(28	)		38,306
Other comprehensive income (loss)		—			—			—			—		1,269			—		—			19			1,288
Balance, March 31, 2026		133,675		$	1,422		$	1,321,056		$	332,586	$	(16,703	)		8,499	$	(141,124	)	$	(1,681	)	$	1,495,556


	Common shares						Additional Paid-In					Accumulated Other Comprehensive			Treasury shares				Noncontrolling			Total Shareholders'
	Shares			Amount			Capital			Retained Earnings (Accumulated Deficit)		Loss			Shares		Amount		Interests			Equity
For the Three Months Ended March 31, 2025
Balance, January 1, 2025		140,181		$	1,402		$	1,315,256		$	39,880	$	(21,602	)		—	$	—	$	(1,522	)	$	1,333,414
Proceeds from exercise of stock options		209			2			3,305			—		—			—		—		—			3,307
Stock-based compensation expense		—			—			6,488			—		—			—		—		—			6,488
Restricted stock granted		1,827			18			(18	)		—		—			—		—		—			-
Restricted stock canceled		(107	)		(1	)		1			—		—			—		—		—			-
Shares withheld for net settlements of share- based awards [1]		(906	)		(9	)		(22,168	)		—		—			—		—		—			(22,177	)
Issuance of common stock - ESPP		1			—			39			—		—			—		—		—			39
Net loss		—			—			—			19,558		—			—		—		(16	)		19,542
Other comprehensive income (loss)		—			—			—			—		948			—		—		(12	)		936
Balance, March 31, 2025		141,205		$	1,412		$	1,302,903		$	59,438	$	(20,654	)		—	$	—	$	(1,550	)	$	1,341,549

[1] The Company withheld shares through net settlements to satisfy statutory tax withholding requirements upon the vesting of shares

of restricted stock held by employees.

[2] During the first quarter of 2026, the Company repurchased 3,559,248 shares of its common stock in the open market.

Share Repurchase Program

On August 4, 2025, the Company's Board of Directors ("Board") authorized and approved a Share Repurchase Program covering the repurchase of up to $300 million of shares of the Company's common stock through an expiration date of June 30, 2028. On November 4, 2025, the Board authorized and approved an increase to the size of the Share Repurchase Program from $300 million to $500 million and also extended the expiration date from June 30, 2028 to December 31, 2029. Repurchases of the Company's common stock will be made in accordance with applicable securities laws and may be made at senior management’s discretion from time to time in the open market, by block purchase, through privately negotiated transactions, pursuant to a trading plan, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The authorization for the share repurchase program may be extended, increased, decreased, suspended or terminated by the Board of Directors in its discretion at any time. Repurchases of the Company's common stock (and the timing thereof) will depend upon market conditions, regulatory requirements, the Company's existing obligations, including its Credit Agreement, other corporate liquidity requirements and priorities and other factors as may be considered in the Company's sole discretion. The authorization for the share repurchase program does not obligate the Company to purchase any particular amount of the Company’s common stock. During the first quarter of 2026, the Company repurchased 3,559,248 shares of its common stock under the program.

Automatic Shelf Registration on Form S-3

On October 30, 2023, the Company filed an automatic shelf registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”) that enables the Company to offer for sale, from time to time and as the capital markets permit, an unspecified amount of common stock, preferred stock, debt securities, guarantees of debt securities, warrants and units. The shelf registration statement became automatically effective upon filing and is valid for three years.

Prospectus Supplement

On December 28, 2023, in connection with the shelf registration, the Company filed with the SEC a prospectus supplement related to the offer and sale from time to time of our common stock at an aggregate offering price of up to $300 million through sales agents. Sales of shares of GEO's common stock under the prospectus supplement and equity distribution agreements entered into with the sales agents, if any, will be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933. There were no shares of common stock sold under this prospectus supplement during the three months ended March 31, 2026 or 2025.

Comprehensive Income (Loss)

Comprehensive income (loss) represents the change in shareholders' equity from transactions and other events and circumstances arising from non-shareholder sources. The Company's total comprehensive income (loss) is comprised of net income (loss) attributable to GEO, net loss attributable to noncontrolling interests, foreign currency translation adjustments that arise from consolidating foreign operations that do not impact cash flows, net unrealized gains and/or losses on derivative instruments, marketable securities and pension liability adjustments within shareholders' equity and comprehensive income (loss).

The components of accumulated other comprehensive loss attributable to GEO within shareholders' equity are as follows:


	Three Months Ended March 31, 2026
	(In thousands)
	Foreign currency translation adjustments, net of tax (1)			Change in fair value of derivatives, net of tax		Change in marketable securities, net of tax			Pension adjustments, net of tax		Total
Balance, January 1, 2026	$	(21,440	)	$	2,744	$	476		$	248	$	(17,972	)
Current-period other comprehensive income (loss)		1,523			50		(310	)		6		1,269
Balance, March 31, 2026	$	(19,917	)	$	2,794	$	166		$	254	$	(16,703	)


	Three Months Ended March 31, 2025
	(In thousands)
	Foreign currency translation adjustments, net of tax (1)			Change in fair value of derivatives, net of tax			Change in marketable securities, net of tax			Pension adjustments, net of tax			Total
Balance, January 1, 2025	$	(26,939	)	$	3,833		$	(15	)	$	1,519		$	(21,602	)
Current-period other comprehensive income (loss)		1,442			(684	)		239			(49	)		948
Balance, March 31, 2025	$	(25,497	)	$	3,149		$	224		$	1,470		$	(20,654	)

(1)

The foreign currency translation related to noncontrolling interests was not significant at March 31, 2026 or 2025.

7. EQUITY INCENTIVE PLANS

The Board adopted The GEO Group, Inc. Second Amended and Restated 2018 Stock Incentive Plan (the “Amended 2018 Plan”), which was approved by the Company's shareholders and became effective on May 3, 2024. The Amended 2018 Plan supersedes the previous 2018 Stock Incentive Plan. As of the date the Amended 2018 Plan was approved by the Company’s shareholders, it provided for a reserve of an additional 12,400,000 shares of common stock that may be issued pursuant to awards granted under the Amended 2018 Plan. The Company filed a Form S-8 registration statement related to the Amended 2018 Plan on May 7, 2024.

Stock Options

The Company uses a Black-Scholes option valuation model to estimate the fair value of each time-based or performance-based option awarded. A summary of the activity of stock option awards issued and outstanding under Company plans was as follows for the three months ended March 31, 2026:


	Shares			Wtd. Avg. Exercise Price		Wtd. Avg. Remaining Contractual Term (years)		Aggregate Intrinsic Value
	(in thousands)							(in thousands)
Options outstanding at January 1, 2026		1,464		$	18.25		6.07	$	4,254
Options granted		399			14.35
Options exercised		(42	)		8.84
Options forfeited/canceled/expired		(52	)		19.27
Options outstanding at March 31, 2026		1,769		$	17.57		6.80	$	5,367
Options vested and expected to vest at March 31, 2026		1,648		$	17.59		6.62	$	5,109
Options exercisable at March 31, 2026		916		$	18.01		4.66	$	3,332

During the three months ended March 31, 2026, the Company granted approximately 399,000 options to certain employees which had a grant date fair value of $7.26. For the three months ended March 31, 2026 and 2025, the amount of stock-based compensation expense related to stock options was $0.6 million and $0.4 million, respectively. As of March 31, 2026, the Company had $7.3 million of unrecognized compensation costs related to non-vested stock option awards that are expected to be recognized over a weighted average period of 3.2 years.

Restricted Stock

Compensation expense for nonvested stock awards is recorded over the vesting period based on the fair value at the date of grant. Generally, the restricted stock awards vest in equal increments generally over either a three- or four-year period. The fair value of restricted stock awards, which do not contain a market-based vesting condition, is determined using the closing price of the Company's common stock on the date of grant. The Company has historically issued share-based awards with service-based, performance-based and market-based vesting criteria.

A summary of the activity of restricted stock outstanding is as follows for the three months ended March 31, 2026:


	Shares			Wtd. Avg. Grant Date Fair Value
	(in thousands)
Restricted stock outstanding at January 1, 2026		2,457		$	15.70
Granted		1,514			14.58
Vested		(1,361	)		12.42
Forfeited/canceled		(150	)		20.28
Restricted stock outstanding at March 31, 2026		2,460		$	16.10

During the three months ended March 31, 2026, the Company granted approximately 1,514,000 shares of restricted stock to certain employees and executive officers. Of these awards, 115,500 are market and performance-based awards which will be forfeited if the Company does not achieve certain annual metrics during 2026, 2027 and 2028.

The vesting of these performance-based restricted stock grants are subject to the achievement by GEO of two annual performance metrics as follows: (i) up to 50% of the shares of restricted stock ("TSR Target Award") that will have one-third vest each year of the performance period if GEO meets certain total shareholder return ("TSR") performance targets, as compared to the total shareholder return of a peer group of companies, over a three year period from January 1, 2026 to December 31, 2028 and (ii) up to 50% of the shares of restricted stock ("ROCE Target Award") that will have one-third vest each year of the performance period if GEO meets certain return on capital employed ("ROCE") performance targets over a three year period from January 1, 2026 to December 31, 2028. These market and performance awards can vest at between 0% and 200% of the target awards for both metrics. The number of shares shown for the performance-based awards is based on the target awards for both metrics.

The metric related to ROCE is considered to be a performance condition. For share-based awards that contain a performance condition, the achievement of the targets must be probable before any share-based compensation expense is recorded. The Company reviews the likelihood of which target in the range will be achieved and if deemed probable, compensation expense is recorded at that time. If subsequent to initial measurement there is a change in the estimate of the probability of meeting the performance condition, the effect of the change in the estimated quantity of awards expected to vest is recognized by cumulatively adjusting compensation expense. If ultimately the performance targets are not met, for any awards where vesting was previously deemed probable, previously recognized compensation expense will be reversed in the period in which vesting is no longer deemed probable. The fair value of these awards was determined based on the closing price of the Company's common stock on the date of grant.

The metric related to TSR is considered to be a market condition. For share-based awards that contain a market condition, the probability of satisfying the market condition must be considered in the estimate of grant-date fair value and previously recorded compensation expense is not reversed if the market condition is never met. The fair value of these awards was determined based on a Monte Carlo simulation, which calculates a range of possible outcomes and the probabilities that they will occur, using the following weighted average key assumptions: (i) volatility of 50.3%; (ii) beta of 1.22; and (iii) risk free rate of 3.43%.

For the three months ended March 31, 2026 and 2025, the Company recognized $7.2 million and $6.1 million, respectively, of compensation expense related to its restricted stock awards. As of March 31, 2026, the Company had $33.2 million of unrecognized compensation costs related to non-vested restricted stock awards, including non-vested restricted stock awards with performance-based and market-based vesting, that are expected to be recognized over a weighted average period of 2.6 years.

Employee Stock Purchase Plan

The Company previously adopted The GEO Group Inc. 2011 Employee Stock Purchase Plan (the “Plan" or "ESPP”) effective July 9, 2011. The Company has since amended and restated the Plan (the “Amended ESPP”) which was approved by the Company’s shareholders on April 28, 2021 and became effective on July 9, 2021. The purpose of the Amended ESPP, which is qualified under Section 423 of the Code, is to encourage stock ownership through payroll deductions by the employees of GEO and designated subsidiaries of GEO in order to increase their identification with the Company’s goals and secure a proprietary interest in the Company’s success. These deductions are used to purchase shares of the Company’s common stock at a 5% discount from the then current market price. The maximum number of shares of common stock reserved for issuance over the term of the Amended ESPP on the amended effective date shall not exceed 506,023 shares.

The Amended ESPP is considered to be non-compensatory. As such, there is no compensation expense required to be recognized. Share purchases under the Amended ESPP are made on the last day of each month. During the three months ended March 31, 2026 and 2025, 2,529 and 1,396 shares, respectively, of the Company's common stock were issued in connection with the Amended ESPP.

8. EARNINGS PER SHARE

Basic earnings per share of common stock is computed by dividing the net income attributable to The GEO Group, Inc. by the weighted-average number of common shares outstanding for the period. The calculation of diluted earnings per share is similar to that of basic earnings per share except that the denominator includes dilutive common stock equivalents such as stock options and shares of restricted stock. Basic and diluted earnings per share were calculated for the three months ended March 31, 2026 and 2025 as follows (in thousands, except per share data):


	Three Months Ended
	March 31, 2026		March 31, 2025
Net income	$	38,306	$	19,542
Net loss attributable to noncontrolling interests		28		16
Net income attributable to The GEO Group, Inc.		38,334		19,558
Basic earnings per share attributable to The GEO Group, Inc.
Weighted average shares outstanding		132,612		137,143
Per share amount	$	0.29	$	0.14
Diluted earnings per share attributable to The GEO Group, Inc.
Weighted average shares outstanding		132,612		137,143
Dilutive effect of equity incentive plans		1,443		3,772
Weighted average shares assuming dilution		134,055		140,915
Per share amount	$	0.29	$	0.14

For the three months ended March 31, 2026, 1,066,552 weighted average shares of common stock underlying options were excluded from the computation of diluted earnings per share ("EPS") because the effect would be anti-dilutive. There were 448,670 common stock equivalents from restricted shares that were anti-dilutive for the period.

For the three months ended March 31, 2025, 320,935 weighted average shares of common stock underlying options were excluded from the computation of diluted EPS because the effect would be anti-dilutive. There were 22,153 common stock equivalents from restricted shares that were anti-dilutive for the period.

9. DERIVATIVE FINANCIAL INSTRUMENTS

The Company’s primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in interest rates. The Company measures its derivative financial instruments at fair value.

In August of 2019, the Company entered into two interest rate swap agreements in the aggregate notional amount of $44.3 million to fix the interest rate on certain of its variable rate debt to 4.22%. The Company has designated these interest rate swaps as hedges against changes in the cash flows of two identical promissory notes (the "Notes") which are secured by loan agreements and mortgage and security agreements on certain real property and improvements. The Company has determined that the swaps have payment, expiration dates, and provisions that coincide with the terms of the Notes and are therefore considered to be effective cash flow hedges. Accordingly, the Company records the change in fair value of the interest rate swaps as accumulated other comprehensive income (loss), net of applicable taxes. Total unrealized (gain) loss recorded in other comprehensive income (loss), net of tax, related to these cash flow hedges was ($0.1) million and $0.7 million during the three months ended March 31, 2026 and 2025, respectively. The total fair value of the swap assets as of March 31, 2026 and December 31, 2025 was $3.5 million and is recorded as a component of

Other Non-Current Assets within the accompanying consolidated balance sheets. There was no material ineffectiveness for the period presented. The Company does not expect to enter into any transactions during the next twelve months which would result in reclassification into earnings or losses associated with these swaps currently reported in accumulated other comprehensive income (loss). Refer to Note 10 - Debt for additional information.

10. DEBT

Debt outstanding as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):


	March 31, 2026			December 31, 2025
Credit Agreement
Revolver		297,583			358,583
Total Credit Agreement		297,583			358,583
8.625% Secured Notes due 2029
Notes Due in 2029		650,000			650,000
Unamortized debt issuance costs		(9,018	)		(9,643	)
Total 8.625% Secured Notes due 2029		640,982			640,357
10.250% Unsecured Notes due 2031
Notes Due in 2031		625,000			625,000
Unamortized debt issuance costs		(9,812	)		(10,169	)
Total 10.25% Unsecured Notes due 2031		615,188			614,831
Total 6.50% Exchangeable Senior Notes due 2026		—			—
Finance Lease Liabilities		—			29
Other debt, net of unamortized debt issuance costs		36,508			36,823
Total debt		1,590,261			1,650,623
Current portion of finance lease liabilities and long-term debt		(1,344	)		(1,355	)
Long-Term Debt	$	1,588,917		$	1,649,268

Credit Agreement

On July 14, 2025, the Company entered into a First Amendment to Credit Agreement (the “First Amendment”) which amended its Credit Agreement dated as of April 18, 2024. The First Amendment increases the Company's Revolving Credit Facility (the “Revolver”) commitments from $310 million to $450 million and extends the Revolver’s maturity from April 15, 2029 to July 14, 2030. The First Amendment also lowered the applicable interest rates based on the total leverage ratio for loans using the Alternate Base Rate and loans using the Secured Overnight Financing Rate (“SOFR”) by 0.50%. Currently, revolving credit loans accruing interest at a SOFR based rate would accrue interest at the term SOFR reference rate for the applicable interest period plus 2.75% per annum, which is lower by 0.50% from the applicable rate prior to the First Amendment. The First Amendment also increases the Company's capacity to make restricted payments over the next five years and makes certain additional modifications to the Credit Agreement. Prior to the closing of the First Amendment, GEO repaid $132 million of the Term Loan B outstanding under the Credit Agreement. Subsequently, as a result of an asset sale of one of the Company's owned facilities, the Company repaid the remaining balance of the Term Loans under the Credit Agreement.

On November 13, 2025, the Company entered into a Second Amendment to Credit Agreement (the “Second Amendment”), by and among each of GEO and GEO Corrections Holdings, Inc., as the Borrowers, the guarantors named therein, Citizens Bank, N.A., as administrative agent, and the lenders party thereto. The Second Amendment effectively removes the 3.00 to 1.00 total leverage ratio hurdle from one-half of the $150.0 million general carve-out to the Credit Agreement’s restricted payments negative covenant.

On January 20, 2026, the Company entered into a Third Amendment to Credit Agreement (the “Third Amendment”), by and among each of GEO and GEO Corrections Holdings, Inc., as the Borrowers, the other loan parties named therein, Citizens Bank, N.A., as administrative agent, and the lenders party thereto. The Third Amendment increased the revolving credit facility commitments from $450 million to $550 million. The Third Amendment decreased the Incremental Amount (as defined in the Third Amendment) from $250 million to $150 million that the Company may request in the future in additional term loans, incremental equivalent debt or an increase to the revolving credit facility commitments, subject to the satisfaction of the applicable conditions in the Third Amendment and the credit agreement.

The Credit Agreement contains certain customary representations and warranties, affirmative covenants and negative covenants, including restrictions on the ability of GEO and its restricted subsidiaries to, among other things, (i) create, incur or assume any indebtedness, (ii) create, incur, assume or permit liens, (iii) make loans and investments, (iv) engage in mergers, acquisitions and asset sales, (v) make certain restricted payments, (vi) engage in transactions with affiliates, (vii) cancel, forgive, make any voluntary or optional payment or prepayment on, or redeem or acquire for value any subordinated indebtedness, except as permitted under applicable subordination terms, (viii) engage in other businesses, except as permitted, and (ix) materially impair the security interests securing the obligations under the Credit Agreement. The Credit Agreement also contains certain financial covenants, including a maximum total leverage ratio covenant, a maximum first lien leverage ratio covenant and a minimum interest coverage ratio covenant. In addition, the Credit Agreement restricts GEO from electing to be taxed as a real estate investment trust under the Internal Revenue Code. The Credit Agreement also contains certain customary events of default.

The Credit Facility guarantors will guarantee the obligations in respect of the commitments and loans under the Credit Agreement. The obligations of the Credit Facility Borrowers and the Credit Facility guarantors in respect of the Credit Agreement will be secured by first-priority liens on substantially all of their assets, including real property interests with respect to which the Credit Agreement requires the execution and delivery of a mortgage. The rights of the holders of the Secured Notes in the Collateral (including the right to exercise remedies) are subject to the First Lien Intercreditor Agreement.

As of March 31, 2026, the Company had $297.6 million in borrowings under its revolver, and approximately $56.9 million in letters of credit which left approximately $195.5 million in additional borrowing capacity under the revolver. The weighted average interest rate on outstanding borrowings under the Credit Agreement as of March 31, 2026 was 8.70%.

Secured Notes

Certain terms and conditions of the 2029 Indenture and the Secured Notes are as follows:

Maturity. The Secured Notes mature on April 15, 2029.

Interest. The Secured Notes accrue interest at a rate of 8.625% per year. Interest on the Secured Notes is payable semi-annually on each April 15 and October 15, which commenced on October 15, 2024.

Issue Price. The Secured Notes were issued at par.

Guarantees. The Secured Notes are fully and unconditionally guaranteed by each of the Initial Guarantors (as defined in the 2029 Indenture) and may be guaranteed by additional subsidiaries of the Company when a subsidiary guarantees debt under the credit facilities (other than debt securities) and debt securities in an aggregate principal amount of at least $100.0 million.

Ranking. The Secured Notes and the Secured Note Guarantees are GEO and the Guarantors’ respective senior, secured obligations, and the indebtedness evidenced by the Secured Notes and the Secured Note Guarantees will rank equal in right of payment to all of GEO’s and the Guarantors’ other existing and future senior obligations, including the indebtedness under the Credit Agreement and the guarantees thereof; effectively senior in right of payment to all of GEO’s and the Guarantors’ existing and future unsecured indebtedness, including the Unsecured Notes, and the guarantees thereof, to the extent of the value of the Collateral (as defined below); senior in right of payment to any of GEO’s and the Guarantors’ future subordinated indebtedness; effectively junior in right of payment to any of GEO’s and the Guarantors’ future secured indebtedness that is secured by a lien on any assets not constituting Collateral, to the extent of the value of such assets; and structurally subordinated to all existing and future indebtedness and other liabilities of Subsidiaries that do not guarantee the Secured Notes and joint ventures, including trade payables.

Security. The Secured Notes and the Secured Note Guarantees are secured on a first-priority basis by the same collateral (the “Collateral”) that secures the obligations under the Credit Agreement in accordance with the terms of the 2029 Indenture and security agreements relating to the Collateral and instruments filed and recorded in appropriate jurisdictions to preserve and protect the liens on the Collateral (including, without limitation, mortgages, deeds of trust or deed to secure debt and financing statements under the Uniform Commercial Code of the relevant states applicable to the Collateral), each for the benefit of the Trustee, Collateral Agent and the holders of the Secured Notes.

Mandatory Redemption. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Secured Notes.

Optional Redemption. On or after April 15, 2026, the Company may redeem all or a part of the Secured Notes (which includes Additional Notes (as defined in the 2029 Indenture), if any), upon not less than 10 nor more than 60 days’ notice, at the fixed redemption prices expressed as percentages of the principal amount set forth in the 2029 Indenture, plus accrued and unpaid interest, if any, on the Secured Notes redeemed, to, but excluding, the applicable redemption date, subject to the rights of holders of Secured Notes on the relevant record date to receive interest due on the relevant interest payment date if

the Secured Notes have not been redeemed prior to such date. In addition, the Company was able to redeem up to 35% of the aggregate principal amount of the Secured Notes at any time and from time to time before April 15, 2026, with an amount up to the net proceeds of certain equity offerings at a redemption price of 108.625% of the principal amount plus accrued and unpaid interest, if any, to, but excluding, the redemption date provided, that (1) at least 65% of the aggregate principal amount of Secured Notes remains outstanding immediately after the occurrence of that redemption and (2) the redemption occurs within 90 days of the date of the closing of the equity offering. The Company was able to redeem the Secured Notes, in whole or in part, at any time and from time to time before April 15, 2026, at a redemption price equal to 100% of the principal amount of the Secured Notes (which includes Additional Notes, if any), plus the Applicable Premium (as defined in the 2029 Indenture) as of the applicable redemption date, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, subject to the rights of holders of Secured Notes on the relevant record date to receive interest due on the relevant interest payment date if the Secured Notes have not been redeemed prior to such date. Additionally, during any twelve-month period prior to April 15, 2026, the Company was entitled at its option on one or more occasions to redeem the Secured Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 10% of the aggregate principal amount of the outstanding Secured Notes (which includes Additional Notes, if any) at a redemption price (calculated by the Company and expressed as a percentage of principal amount) of 103.000%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Change of Control. If a Change of Control (as defined in the 2029 Indenture) occurs, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Secured Notes repurchased, plus accrued and unpaid interest, if any, on the Secured Notes repurchased, to (but not including) the date of purchase, subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date if the Secured Notes have not been redeemed or repurchased prior to such date.

Certain Covenants. The 2029 Indenture contains certain covenants that will limit, among other things, the Company’s and its Restricted Subsidiaries’ (as defined in the 2029 Indenture) ability to: incur additional indebtedness (including guarantees thereof); incur or create liens, other than Permitted Liens (as defined in the 2029 Indenture); make certain Restricted Payments (as defined in the 2029 Indenture); make certain investments; dispose of certain assets; allow to exist certain restrictions on the ability of the Company’s Restricted Subsidiaries to pay any dividend or make any other payment or distribution on account of the Company’s or any Restricted Subsidiary’s Equity Interests (as defined in the 2029 Indenture); engage in certain transactions with affiliates; and engage in any business other than Permitted Businesses (as defined in the 2029 Indenture). These covenants are subject to a number of important limitations and exceptions.

Events of Default. The 2029 Indenture contains customary events of default which could, subject to certain conditions, cause the Secured Notes to become immediately due and payable.

The Secured Notes are also subject to the terms of the First Lien Intercreditor Agreement (the “First Lien Intercreditor Agreement”), dated April 18, 2024, among GEO, GEOCH, the other grantors from time to time party thereto, Citizens Bank, N.A., as Credit Agreement Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties, and Ankura Trust Company, LLC as Initial Additional Collateral Agent and Initial Additional Authorized Representative. The First Lien Intercreditor Agreement sets forth the relative rights and obligations of the holders of First Lien Secured Obligations (which means (i) all obligations as defined in the Credit Agreement, (ii) all obligations under the Secured Notes, the 2029 Indenture, the Secured Note Guarantees and the Security Documents (as defined in the 2029 Indenture), and (iii) any other indebtedness secured on a first lien pari passu basis with such obligations), in each case, with respect to shared Collateral.

Unsecured Notes

Certain terms and conditions of the 2031 Indenture and the Unsecured Notes are as follows:

Maturity. The Unsecured Notes mature on April 15, 2031.

Interest. The Unsecured Notes accrue interest at a rate of 10.250% per year. Interest on the Unsecured Notes is payable semi-annually on each April 15 and October 15, which commenced on October 15, 2024.

Issue Price. The Unsecured Notes were issued at par.

Guarantees. The Unsecured Notes are fully and unconditionally guaranteed by each of the Initial Guarantors (as defined in the 2031 Indenture) and may be guaranteed by additional subsidiaries of the Company when a subsidiary guarantees debt under the credit facilities (other than debt securities) and debt securities in an aggregate principal amount of at least $100.0 million.

Mandatory Redemption. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Unsecured Notes.

Optional Redemption. On or after April 15, 2027, the Company may redeem all or a part of the Unsecured Notes (which includes Additional Notes (as defined in the 2031 Indenture), if any), upon not less than 10 nor more than 60 days’ notice, at the fixed redemption prices expressed as percentages of the principal amount set forth in the 2031 Indenture, plus accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to, but excluding, the applicable redemption date, subject to the rights of holders of Unsecured Notes on the relevant record date to receive interest due on the relevant interest payment date if the Unsecured Notes have not been redeemed prior to such date. In addition, the Company may redeem up to 35% of the aggregate principal amount of the Unsecured Notes at any time and from time to time before April 15, 2027, with an amount up to the net proceeds of certain equity offerings at a redemption price of 110.250% of the principal amount plus accrued and unpaid interest, if any, to, but excluding, the redemption date provided, that (1) at least 65% of the aggregate principal amount of Unsecured Notes remains outstanding immediately after the occurrence of that redemption and (2) the redemption occurs within 90 days of the date of the closing of the equity offering. The Company may also redeem the Unsecured Notes, in whole or in part, at any time and from time to time before April 15, 2027, at a redemption price equal to 100% of the principal amount of the Unsecured Notes (which includes Additional Notes, if any), plus the Applicable Premium (as defined in the 2031 Indenture) as of the applicable redemption date, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, subject to the rights of holders of Unsecured Notes on the relevant record date to receive interest due on the relevant interest payment date if the Unsecured Notes have not been redeemed prior to such date.

Change of Control. If a Change of Control (as defined in the 2031 Indenture) occurs, the Company will offer a payment in cash equal to 101% of the aggregate principal amount of Unsecured Notes repurchased, plus accrued and unpaid interest, if any, on the Unsecured Notes repurchased, to (but not including) the date of purchase, subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date if the Unsecured Notes have not been redeemed or repurchased prior to such date.

Certain Covenants. The 2031 Indenture contains certain covenants that will limit, among other things, the Company’s and its Restricted Subsidiaries’ (as defined in the 2031 Indenture) ability to: incur additional indebtedness (including guarantees thereof); incur or create liens, other than Permitted Liens (as defined in the 2031 Indenture); make certain Restricted Payments (as defined in the 2031 Indenture); make certain investments; dispose of certain assets; allow to exist certain restrictions on the ability of the Company’s Restricted Subsidiaries to pay any dividend or make any other payment or distribution on account of the Company’s or any Restricted Subsidiary’s Equity Interests (as defined in the 2031 Indenture); engage in certain transactions with affiliates; and engage in any business other than Permitted Businesses (as defined in the 2031 Indenture). These covenants are subject to a number of important limitations and exceptions.

Events of Default. The 2031 Indenture contains customary events of default which could, subject to certain conditions, cause the Unsecured Notes to become immediately due and payable.

Other

In August of 2019, the Company entered into two identical notes in the aggregate amount of $44.3 million which are secured by loan agreements and mortgage and security agreements on certain real property and improvements. The terms of the notes are through September 1, 2034 and bear interest at LIBOR plus 200 basis points and are payable in monthly installments plus interest. The Company has entered into interest rate swap agreements to fix the interest rate to 4.22%. Included in the balance at March 31, 2026 is $0.4 million of deferred loan costs incurred in the transaction. Refer to Note 9 - Derivative Financial Instruments for further information.

The Company was in compliance with its debt covenants at March 31, 2026.

Guarantees

Australia

The Company has entered into a guarantee in the form of a letter of credit in connection with the operating performance of a facility in Australia. The obligation amounted to approximately AUD53.1 million, or $36.5 million, based on exchange rates as of March 31, 2026.

As of March 31, 2026, the Company also had seven other letters of credit outstanding under separate international facilities relating to performance guarantees of its Australian subsidiary totaling AUD11.4 million, or $7.8 million, based on exchange rates as of March 31, 2026.

Except as discussed above, the Company does not have any off-balance sheet arrangements.

11. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

Litigation, Claims and Assessments

Immigration Detainee Litigation

Civil immigration detainees at the Aurora ICE Processing Center filed a class action lawsuit on October 22, 2014, against the Company in the U.S. District Court for the District of Colorado. The complaint alleges that the Company was in violation of the Colorado Minimum Wage Act ("CMWA") and the Federal Trafficking Victims Protection Act (“TVPA”). The complaint also claims that the Company was unjustly enriched based on the level of payment the detainees received for work performed in a Voluntary Work Program ("VWP") the Company is required to implement at the facility under the terms of its contract with the federal government. On July 6, 2015, the court found that detainees were not employees under the CMWA and dismissed this claim. On February 27, 2017, the court granted the plaintiffs' motion for class certification on the TVPA and unjust enrichment claims. The plaintiffs' class seeks actual damages, compensatory damages, exemplary damages, punitive damages, restitution, attorneys’ fees and costs, and such other relief as the court may deem proper. On October 18, 2022, the court issued an order granting plaintiffs’ motion for summary judgment on the Company’s affirmative defenses, denying the Company’s motion for summary judgment, motion to dismiss, and motion for decertification of the class, narrowing the class period for plaintiffs’ TVPA claims, and otherwise ruling against the Company’s motions for relief. All trial dates were stayed by court order pending appeal of certain of GEO's defenses to the Tenth Circuit Court of Appeals. Oral argument before the Tenth Circuit was held on September 18, 2023. On October 22, 2024, the Tenth Circuit issued an Order finding appellate review of GEO’s claim of immunity was premature and, therefore, the Tenth Circuit was currently without jurisdiction to consider the merits of GEO’s claimed immunity. On January 13, 2025, GEO filed a Petition for Writ of Certiorari with the United States Supreme Court seeking review of the Tenth Circuit's decision. On June 2, 2025, the United States Supreme Court granted GEO’s Petition for Writ of Certiorari. Oral argument before the Supreme Court was held on November 10, 2025. On February 25, 2026, the Supreme Court issued a decision affirming the decision of the Tenth Circuit and finding that there is no immediate right to appellate review of a ruling on GEO’s Yearsley defense. The Supreme Court further stated that the holding still allows immediate appellate review of a

GEO GROUP INC 10-Q