8-K

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): August 30, 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 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 1

Registrant’s Business and Operations

Item 1.01.

Entry into a Material Definitive Agreement.

On August 30, 2024, The GEO Group, Inc. (“GEO” or the “Company”) entered into private exchange agreements (the “Exchange Agreements” and each, an “Exchange Agreement”) with certain holders (the “Noteholders”) of GEO Corrections Holdings, Inc.’s 6.50% Exchangeable Senior Notes due 2026 (the “6.50% Exchangeable Senior Notes”). The Noteholders have agreed to exchange $300,000 in aggregate principal amount of the outstanding 6.50% Exchangeable Senior Notes for a current estimated valuation of $0.5 million. The consideration consists of cash and shares of GEO’s common stock, issued at closing. The final exchange value and number of shares of common stock issued by GEO to the Noteholders was determined based upon a volume-weighted average price per share of common stock during an averaging period commencing September 3, 2024 and lasting one trading day.

The Company’s shares of common stock issued in connection with the exchange were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued in reliance on the exemption from the registration requirements thereof provided by Section 4(a)(2) of the Securities Act in a transaction by an issuer not involving a public offering.

The 6.50% Exchangeable Senior Notes exchanged represent approximately 50% of the outstanding principal amount, with $300,000 in aggregate principal amount remaining outstanding following the exchange.

The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Exchange Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Section 3

Securities and Trading Markets

Item 3.02.

Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 is incorporated by reference into this Item 3.02.

Section 9

Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		Form of Exchange Agreement, dated as of August 30, 2024, by and between The GEO Group, Inc. and the applicable Noteholder.

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.

September 6, 2024	By:	/s/ Mark J. Suchinski
Date		Mark J. Suchinski
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)

Geo Group Inc REIT filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities