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Shareholders' Equity | 9 Months Ended
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Sep. 30, 2025
Equity [Abstract] |
Shareholders' Equity | 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 and nine months ended September 30, 2025 and 2024 (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 September 30, 2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance, July 1, 2025 |  |  | 141,245 |  |  | $ | 1,413 |  |  | $ | 1,309,317 |  |  | $ | 88,546 |  |  | $ | (16,254 | ) |  |  | — |  |  | $ | — |  |  | $ | (1,602 | ) |  | $ | 1,381,420 |
Proceeds from exercise of stock options |  |  | 19 |  |  |  | — |  |  |  | 222 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 222 |
Stock-based compensation expense |  |  | — |  |  |  | — |  |  |  | 7,627 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 7,627 |
Restricted stock canceled |  |  | (12 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Purchase of treasury shares [3] |  |  | (1,967 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,967 |  |  |  | (41,630 | ) |  |  | — |  |  |  | (41,630 | )
Shares withheld for net settlements of share- based awards [1] |  |  | (91 | ) |  |  | (1 | ) |  |  | (2,253 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,254 | )
Issuance of common stock - ESPP |  |  | 2 |  |  |  | — |  |  |  | 40 |  |  |  |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 40 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 173,940 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (18 | ) |  |  | 173,922 |
Other comprehensive income (loss) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 649 |  |  |  | — |  |  |  | — |  |  |  | (16 | ) |  |  | 633 |
Balance, September 30, 2025 |  |  | 139,196 |  |  | $ | 1,412 |  |  | $ | 1,314,953 |  |  | $ | 262,486 |  |  | $ | (15,605 | ) |  |  | 1,967 |  |  | $ | (41,630 | ) |  | $ | (1,636 | ) |  | $ | 1,519,980 |
|  | 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 September 30, 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance, July 1, 2024 |  |  | 139,551 |  |  | $ | 1,396 |  |  | $ | 1,299,558 |  |  | $ | (1,931 | ) |  | $ | (16,970 | ) |  |  | — |  |  | $ | — |  |  | $ | (1,516 | ) |  | $ | 1,280,537 |
Proceeds from exercise of stock options |  |  | 16 |  |  |  | — |  |  |  | 118 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 118 |
Stock-based compensation expense |  |  | — |  |  |  | — |  |  |  | 3,534 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 3,534 |
Restricted stock granted |  |  | 158 |  |  |  | 1 |  |  |  | (1 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | - |
Restricted stock canceled |  |  | (21 | ) |  |  | — |  |  |  |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | - |
Issuance of common shares [2] |  |  | 16 |  |  |  | 1 |  |  |  | (1 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | - |
Shares withheld for net settlements of share- based awards [1] |  |  | (1 | ) |  |  | (1 | ) |  |  | (1 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2 | )
Issuance of common stock - ESPP |  |  | 3 |  |  |  | — |  |  |  | 36 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 36 |
Net loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 26,320 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (31 | ) |  |  | 26,289 |
Other comprehensive income (loss) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 4,054 |  |  |  | — |  |  |  | — |  |  |  | (28 | ) |  |  | 4,026 |
Balance, September 30, 2024 |  |  | 139,722 |  |  | $ | 1,397 |  |  | $ | 1,303,243 |  |  | $ | 24,389 |  |  | $ | (12,916 | ) |  |  | — |  |  | $ | — |  |  | $ | (1,575 | ) |  | $ | 1,314,538 |
|  | 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 Nine Months Ended September 30, 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 |  |  | 293 |  |  |  | 3 |  |  |  | 4,387 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 4,390 |
Stock-based compensation expense |  |  | — |  |  |  | — |  |  |  | 19,621 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 19,621 |
Restricted stock granted |  |  | 1,827 |  |  |  | 18 |  |  |  | (18 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Restricted stock canceled |  |  | (146 | ) |  |  | (1 | ) |  |  | 1 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Shares withheld for net settlements of share- based awards [1] |  |  | (997 | ) |  |  | (10 | ) |  |  | (24,421 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (24,431 | )
Issuance of common stock - ESPP |  |  | 5 |  |  |  | — |  |  |  | 127 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 127 |
Purchase of treasury shares [3] |  |  | (1,967 | ) |  |  | — |  |  |  | — |  |  |  |  |  |  | — |  |  |  | 1,967 |  |  |  | (41,630 | ) |  |  | — |  |  |  | (41,630 | )
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 222,606 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (68 | ) |  |  | 222,538 |
Other comprehensive income (loss) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 5,997 |  |  |  | — |  |  |  | — |  |  |  | (46 | ) |  |  | 5,951 |
Balance, September 30, 2025 |  |  | 139,196 |  |  | $ | 1,412 |  |  | $ | 1,314,953 |  |  | $ | 262,486 |  |  | $ | (15,605 | ) |  |  | 1,967 |  |  | $ | (41,630 | ) |  | $ | (1,636 | ) |  | $ | 1,519,980 |
|  | 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 Nine Months Ended September 30, 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance, January 1, 2024 |  |  | 126,087 |  |  | $ | 1,303 |  |  | $ | 1,299,193 |  |  | $ | 103,089 |  |  | $ | (16,642 | ) |  |  | 4,210 |  |  | $ | (95,175 | ) |  | $ | (1,454 | ) |  | $ | 1,290,314 |
Proceeds from exercise of stock options |  |  | 163 |  |  |  | 2 |  |  |  | 783 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 785 |
Stock-based compensation expense |  |  | — |  |  |  | — |  |  |  | 12,322 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 12,322 |
Restricted stock granted |  |  | 1,712 |  |  |  | 17 |  |  |  | (17 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | - |
Restricted stock canceled |  |  | (61 | ) |  |  | (1 | ) |  |  | 1 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | - |
Shares withheld for net settlements of share- based awards [1] |  |  | (618 | ) |  |  | (6 | ) |  |  | (7,458 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (7,464 | )
Issuance of common stock - ESPP |  |  | 9 |  |  |  | — |  |  |  | 115 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 115 |
Reissuance of treasury shares [2] |  |  | 4,210 |  |  |  | — |  |  |  | — |  |  |  | (95,175 | ) |  |  | — |  |  |  | (4,210 | ) |  |  | 95,175 |  |  |  | — |  |  |  | - |
Issuance of common shares [2] |  |  | 8,220 |  |  |  | 82 |  |  |  | (1,696 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,614 | )
Net loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 16,475 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (90 | ) |  |  | 16,385 |
Other comprehensive income (loss) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 3,726 |  |  |  | — |  |  |  | — |  |  |  | (31 | ) |  |  | 3,695 |
Balance, September 30, 2024 |  |  | 139,722 |  |  | $ | 1,397 |  |  | $ | 1,303,243 |  |  | $ | 24,389 |  |  | $ | (12,916 | ) |  |  | — |  |  | $ | - |  |  | $ | (1,575 | ) |  | $ | 1,314,538 |
[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 second quarter of 2024, the Company retired $229.4 million in aggregate principal amount of its outstanding 6.50% Exchangeable Senior Notes in private exchange transactions for an exchange value of approximately $410 million. The consideration consisted of cash of $229.4 million and 12,414,455 shares of GEO common stock. Of the total amount of shares issued, the Company issued 4,209,847 shares that were previously held in treasury. Refer to Note 10 - Debt for further information. [3] During the third quarter of 2025, the Company repurchased 1,966,779 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. 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 third quarter of 2025, the Company repurchased 1,966,779 shares of its common stock under the program. 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. 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 nine months ended September 30, 2025 or 2024. 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:
|  | Nine Months Ended September 30, 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) |  |  | 6,833 |  |  |  | (1,184 | ) |  |  | 496 |  |  |  | (148 | ) |  |  | 5,997 |
Balance, September 30, 2025 |  | $ | (20,106 | ) |  | $ | 2,649 |  |  | $ | 481 |  |  | $ | 1,371 |  |  | $ | (15,605 | )
|  | Nine Months Ended September 30, 2024 |
|  | (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, 2024 |  | $ | (19,755 | ) |  | $ | 3,041 |  |  | $ | - |  |  | $ | 72 |  |  | $ | (16,642 | )
Current-period other comprehensive income (loss) |  |  | 3,784 |  |  |  | (589 | ) |  |  | 495 |  |  |  | 36 |  |  |  | 3,726 |
Balance, September 30, 2024 |  | $ | (15,971 | ) |  | $ | 2,452 |  |  | $ | 495 |  |  | $ | 108 |  |  | $ | (12,916 | )
(1) The foreign currency translation related to noncontrolling interests was not significant at September 30, 2025 or 2024.

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