X0306 5 2022-12-31 0 0 0 0000923796 GEO GROUP INC GEO 0001012998 ZOLEY GEORGE C 4955 TECHNOLOGY WAY BOCA RATON FL 33431 1 1 0 0 Executive Chairman Phantom Stock 2022-11-07 5 D 0 75000 0.00 D Common Stock 75000 567525 D Phantom Stock 2022-11-08 5 D 0 75000 0.00 D Common Stock 75000 492525 D Phantom Stock 2022-11-09 5 D 0 75000 0.00 D Common Stock 75000 417525 D Phantom Stock 2022-11-10 5 D 0 75000 0.00 D Common Stock 75000 342525 D Phantom Stock 2022-11-11 5 D 0 75000 0.00 D Common Stock 75000 267525 D Phantom Stock 2022-11-14 5 D 0 75000 0.00 D Common Stock 75000 192525 D Phantom Stock 2022-11-15 5 D 0 75000 0.00 D Common Stock 75000 117525 D Phantom Stock 2022-11-16 5 D 0 75000 0.00 D Common Stock 75000 42525 D Phantom Stock 2022-11-17 5 D 0 42525 0.00 D Common Stock 42525 0 D 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"). 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. 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. 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. /s/ Joe Negron as Attorney-in-Fact for George C. Zoley 2023-02-14