GEO GROUP INC false 0000923796 0000923796 2024-03-12 2024-03-12

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): March 12, 2024

THE GEO GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida |  | 1-14260 |  | 65-0043078
(State or Other Jurisdiction of Incorporation) |  | (Commission File Number) |  | (IRS Employer 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 Instruction 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 7 | Regulation FD

Item 7.01 | Regulation FD Disclosure.

The slide presentation furnished hereto as Exhibit 99.1, and incorporated herein by reference, will be presented to certain existing investors of The GEO Group, Inc. (the “Company”) beginning on March 12, 2024, and may be used by the Company in various other presentations to existing and prospective investors and analysts on or after March 12, 2024.

The presentation furnished with this Form 8-K contains forward-looking statements regarding future events and future performance of GEO that involve risks and uncertainties that could materially and adversely affect actual results, including statements regarding GEO’s financial guidance for the full-year of 2024, GEO’s focus on reducing net debt, future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, and GEO’s assumptions regarding segment trends and government budgetary pressures. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” or “continue” or the negative of such words and similar expressions. Risks and uncertainties that could cause actual results to vary from current expectations and forward-looking statements contained in this presentation include, but are not limited to those described in GEO’s Securities and Exchange Commission periodic filings, including its Form 10-K for the year ended December 31, 2023, and subsequent Form 10-Q and 8-K reports, many of which are difficult to predict and outside of GEO’s control. Except as required under applicable law, GEO does not assume any obligation to update these forward-looking statements.

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

Exhibit No. |  | Description
99.1 |  | Investor Presentation to be used beginning on March 12, 2024.
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.
March 12, 2024 |  |  |  | By: |  | /s/ Shayn P. March
Date |  |  |  |  |  | Shayn P. March
|  |  |  |  |  | Acting Chief Financial Officer, Executive Vice President, Finance and Treasurer
|  |  |  |  |  | (Principal Financial Officer)

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