GEO GROUP INC — Director's Dealing 2023

Feb 14, 2023

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: GEO GROUP INC (GEO)
CIK: 0000923796
Period of Report: 2022-12-31

Reporting Person: ZOLEY GEORGE C (Director, Executive Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-07	Phantom Stock	$	D	75000	Disposed		Common Stock (75000)	Direct
2022-11-08	Phantom Stock	$	D	75000	Disposed		Common Stock (75000)	Direct
2022-11-09	Phantom Stock	$	D	75000	Disposed		Common Stock (75000)	Direct
2022-11-10	Phantom Stock	$	D	75000	Disposed		Common Stock (75000)	Direct
2022-11-11	Phantom Stock	$	D	75000	Disposed		Common Stock (75000)	Direct
2022-11-14	Phantom Stock	$	D	75000	Disposed		Common Stock (75000)	Direct
2022-11-15	Phantom Stock	$	D	75000	Disposed		Common Stock (75000)	Direct
2022-11-16	Phantom Stock	$	D	75000	Disposed		Common Stock (75000)	Direct
2022-11-17	Phantom Stock	$	D	42525	Disposed		Common Stock (42525)	Direct

Footnotes

F1: Each share of phantom stock was the economic equivalent of one share of common stock. The shares of phantom stock were originally payable in shares of common stock upon the reporting person's retirement from employment with The GEO Group, Inc. pursuant to the terms of the reporting person's Amended and Restated Executive Retirement Agreement, effective February 26, 2020 (the "Prior Retirement Agreement").

F2: As previously disclosed, the Company and Mr. Zoley entered into the Amended and Restated Executive Retirement Agreement, dated as of May 27, 2021 (the "Amended and Restated Executive Retirement Agreement"). Pursuant to the terms of the Amended and Restated Executive Retirement Agreement, upon the date that Mr. Zoley ceases to provide services to the Company, the Company will pay to Mr. Zoley an amount equal to the Grandfathered Payment (as defined in the Amended and Restated Executive Retirement Agreement) which shall be paid in cash, as adjusted to reflect the credit of interest and the annual contribution amount by the Company pursuant to the terms of the Amended and Restated Executive Retirement Agreement. The Company had previously placed shares of Company common stock in rabbi trusts to fund the Company's obligation to pay Mr. Zoley's retirement benefit in shares of common stock under the terms of the Prior Retirement Agreement.

F3: The dispositions reported in this Form 5 reflect dispositions by the Company of the shares of common stock held in the rabbi trusts. Mr. Zoley did not exercise any discretion with respect to the dispositions and did not receive any proceeds from such dispositions.

F4: The amount of shares reflects an increase to the 642,118 shares previously reported as a result of 407 shares credited due to dividends declared and paid pursuant to the terms of the Prior Retirement Agreement.