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What changed in GEO GROUP INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GEO GROUP INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+417 added−409 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-28)

Top changes in GEO GROUP INC's 2025 10-K

417 paragraphs added · 409 removed · 289 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

59 edited+60 added−31 removed82 unchanged
Biggest changeThe information in the table includes the facilities that we (or a subsidiary or joint venture of GEO) owned, operated under a management contract, had an agreement to provide services, had an award to manage or was in the process of constructing or expanding during the year ended December 31, 2024: Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Secure Services — Western Region: Adelanto ICE Processing Center, Adelanto, CA 1,940 ICE Federal Detention Minimum/Medium December 2019 5 years Two, five year Owned Aurora/CE Processing Center Aurora, CO (2) 1,532 ICE / USMS Federal Detention All Levels October 2021 1 year Four, one-year Owned Central Arizona Correctional and Rehabilitation Facility Florence, AZ 1,280 AZ DOC State Sex Offender Correctional Minimum/Medium December 2006 10 years Two, Five-year Managed Central Valley Annex McFarland, CA (2) 700 ICE / USMS Federal Detention Medium December 2019/October 2023 5 years/1 month Two, Five-year/one-year Owned Desert View Annex Adelanto, CA 750 ICE Federal Detention Medium December 2019 5 years Two, Five-year Owned Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned El Centro Detention Facility, CA 512 USMS Federal Detention Medium December 2019 2 years Three, Two-year options, plus nine-month Managed Florence West Correctional and Rehabilitation Florence, AZ 750 AZ DOC State Correctional Minimum October 2022 5 years One, Five-year Managed Golden State Annex McFarland, CA 700 ICE Federal Detention Medium December 2019 5 years Two, Five-year Owned Guadalupe County Correctional Facility Santa Rosa, NM (3) N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Kingman Correctional and Rehabilitation facility, Kingman, AZ 3,400 AZ DOC State Correctional Facility Minimum/Medium February 2008 10 years One, five-year plus one, two-year, plus one, three- year Managed Lea County Correctional Facility Hobbs, NM (2) 1,200 NMCD - IGA Local/State Correctional Medium January 1999 Perpetual None Owned McFarland Female Community Reentry Facility McFarland, CA 300 Idle Owned Mesa Verde ICE Processing Center Bakersfield, CA 400 ICE State Correctional Minimum December 2019 5 Years Two, Five-year Owned Northwest ICE Processing Center Tacoma, WA 1,575 ICE Federal Detention All Levels September 2015 1 Year Four, One-year plus five-year Owned Phoenix West Correctional and Rehabilitation Phoenix, AZ 500 AZ DOC State DWI Correctional Minimum July 2022 5 Years None Managed Western Region Detention Facility San Diego, CA 770 USMS Federal Detention Maximum November 2017 1 Year, 10 Months One, two-year, plus six-month, plus three-month, plus one fifteen-month, plus one twenty-five month, plus one twenty-three month Leased 10 Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Secure Services — Central Region: Big Spring Correctional Facility Big Spring, TX (5) 1,732 Idle Owned Flightline Correctional Facility, TX (5) 1,800 Idle Owned Brooks County Detention Center, TX (2) 652 USMS - IGA Local & Federal Detention Medium March 2013 Perpetual None Owned Coastal Bend Detention Center, TX (2) 1,176 USMS/Hidalgo County Local & Federal Detention Medium July 2012 Perpetual None Owned Eagle Pass Correctional Facility, Eagle Pass, TX 661 USMS - IGA Federal Detention Medium October 2020 Perpetual None Owned East Hidalgo Detention Center (2) 1,346 USMS - IGA Local & Federal Detention Medium July 2012 Perpetual None Owned Great Plains Correctional Facility Hinton, OK (5) N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Joe Corley Processing Center Conroe, TX (2) 1,517 USMS / ICE Local Correctional Medium July 2008/ September 2018 Perpetual/5 Years None /Five-year, plus one, four and one half month extension, plus one, six-month extension, plus two, two-month extensions, plus one, four-month extension Owned Karnes County Detention Facility Karnes City, TX (2) 679 USMS - IGA Local & Federal Detention All Levels February 1998 Perpetual None Owned Karnes County Immigration Processing Center, TX (2) 1,328 ICE - IGA Federal Detention All Levels September 2024 5 years None Owned Kinney County Detention Center, TX (2) 384 USMS - IGA Local & Federal Detention Medium September 2013 Perpetual None Managed Lawton Correctional Facility Lawton, OK 2,682 OK DOC State Correctional Medium July 2023 1 Year None Owned Montgomery Processing Center Conroe, TX 1,314 ICE Local & Federal Detention All levels October 2018 10 months Nine, One-year Owned 11 Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Rio Grande Processing Center Laredo, TX 1,900 USMS Federal Detention Medium October 2008 5 years Three, Five-year Owned South Texas ICE Processing Center Pearsall, TX 1,904 ICE Federal Detention All Levels August 2020 1 year Nine, One-year Owned Val Verde County Detention Facility Del Rio, TX (2) 1,407 USMS - IGA Local & Federal Detention All Levels January 2001 Perpetual None Owned Secure Services — Eastern Region: Alexandria Staging Facility Alexandria, LA (2) 400 ICE - IGA Federal Detention Minimum/Medium November 2013 Perpetual None Owned Blackwater River Correctional and Rehabilitation Facility Milton, FL 2,000 FL DMS State Correctional Medium/close October 2010 3 years Unlimited, Two-year Managed Broward Transitional Center Deerfield Beach, FL 700 ICE Federal Detention Minimum September 2021 1 year Four, One-year Owned Central Louisiana ICE Processing Center Jena, LA (2) 1,160 ICE - IGA Federal Detention Minimum/Medium November 2013 Perpetual None Owned D.
Biggest changeOwned 12 Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Secure Services — Central Region: Big Spring Correctional Facility Big Spring, TX (4) 924 Idle Owned Flightline Correctional Facility, TX (4) 1,452 Idle Owned Brooks County Detention Center, TX (2) 652 USMS - IGA Local & Federal Detention Medium March 2013 Perpetual None Owned Coastal Bend Detention Center, TX (2) 1,176 USMS/Hidalgo County Local & Federal Detention Medium July 2012 Perpetual None Owned Eagle Pass Correctional Facility, Eagle Pass, TX (2) 661 USMS - IGA Federal Detention Medium October 2020 Perpetual None Owned East Hidalgo Detention Center (2) 1,346 USMS - IGA Local & Federal Detention Medium July 2012 Perpetual None Owned Great Plains Correctional Facility Hinton, OK (4) N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Joe Corley Processing Center Conroe, TX (2) 1,517 USMS / ICE Local Correctional Medium July 2008/ September 2018 Perpetual/5 Years None /Five-year, plus one, four and one half month extension, plus one, six-month extension, plus two, two-month extensions, plus one, four-month extension Owned Karnes County Detention Facility Karnes City, TX (2) 679 USMS - IGA Local & Federal Detention All Levels February 1998 Perpetual None Owned Karnes County Immigration Processing Center, TX (2) 1,328 ICE - IGA Federal Detention All Levels September 2024 5 years None Owned Kinney County Detention Center, TX (2) 384 USMS - IGA Local & Federal Detention Medium September 2013 Perpetual None Managed Montgomery Processing Center Conroe, TX 1,314 ICE Local & Federal Detention All levels October 2018 10 months Nine, One-year Owned 13 Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Rio Grande Processing Center Laredo, TX 1,900 USMS Federal Detention Medium October 2008 5 years Three, Five-year Owned South Texas ICE Processing Center Pearsall, TX 1,904 ICE Federal Detention All Levels August 2020 1 year Nine, One-year Owned Val Verde County Detention Facility Del Rio, TX (2) 1,407 USMS - IGA Local & Federal Detention All Levels January 2001 Perpetual None Owned Secure Services — Eastern Region: Alexandria Staging Facility Alexandria, LA (2) 400 ICE - IGA Federal Detention Minimum/Medium November 2013 Perpetual None Owned Blackwater River Correctional and Rehabilitation Facility Milton, FL 2,000 FL DMS State Correctional Medium/close October 2010 3 years Unlimited, Two-year Managed Broward Transitional Center Deerfield Beach, FL 700 ICE Federal Detention Minimum September 2021 1 year Four, One-year Owned Central Louisiana ICE Processing Center Jena, LA (2) 1,160 ICE - IGA Federal Detention Minimum/Medium November 2013 Perpetual None Owned D.
In these cases, the construction of such facilities may be financed through various methods including the following: • funds from equity offerings of our stock; • cash on hand and/or cash flows from our operations; • borrowings by us from banks or other institutions (which may or may not be subject to government guarantees in the event of contract termination); • funds from debt offerings of our notes; or • lease arrangements with third parties.
In these cases, the construction of such facilities may be financed through various methods including the following: • cash on hand and/or cash flows from our operations; • borrowings by us from banks or other institutions (which may or may not be subject to government guarantees in the event of contract termination); • funds from debt offerings of our notes; • funds from equity offerings of our stock; or • lease arrangements with third parties.
To support these objectives, the Company’s human resources programs are designed to develop talent to prepare them for critical roles and leadership positions 18 for the future; reward and support employees through competitive pay, benefit, and perquisite programs; enhance the Company’s culture through efforts aimed at making the workplace more engaging and inclusive; acquire talent and facilitate internal talent mobility to create a high-performing, diverse workforce; and evolve and invest in technology, tools, and resources to enable employees at work.
To support these objectives, the Company’s human resources programs are designed to develop talent to prepare them for critical roles and leadership positions for the future; reward and support employees through competitive pay, benefit, and perquisite programs; enhance the Company’s culture through efforts aimed at making the workplace more engaging and inclusive; acquire talent and facilitate internal talent mobility to create a high-performing, diverse workforce; and evolve and invest in technology, tools, and resources to enable employees at work.
Pursue International Growth Opportunities As a global provider of public-private partnership secure services, we are able to capitalize on opportunities to operate existing or new facilities on behalf of foreign governments. We have seen increased business development opportunities including opportunities to cross sell 8 our expanded service offerings in recent years in the international markets in which we operate.
Pursue International Growth Opportunities As a global provider of public-private partnership secure services, we are able to capitalize on opportunities to operate existing or new facilities on behalf of foreign governments. We have seen increased business development opportunities including opportunities to cross sell our expanded service offerings in recent years in the international markets in which we operate.
We believe that our long operating history and reputation have earned us credibility with both existing and prospective customers when bidding on new facility management contracts or when renewing existing contracts. We also plan to leverage our experience and scale of service offerings to expand the range of public-private partnership services that we provide.
We believe that our long operating history and reputation have earned us credibility with both existing and prospective customers when bidding on new facility management contracts or when renewing existing contracts. 7 We also plan to leverage our experience and scale of service offerings to expand the range of public-private partnership services that we provide.
Where possible, we subcontract with construction companies that we have worked with previously. We make use of an in-house staff of architects and operational experts from various service disciplines (e.g. security, medical service, food service, 7 programs and facility maintenance) as part of the team that participates from conceptual design through final construction of the project.
Where possible, we subcontract with construction companies that we have worked with previously. We make use of an in-house staff of architects and operational experts from various service disciplines (e.g. security, medical service, food service, programs and facility maintenance) as part of the team that participates from conceptual design through final construction of the project.
Career Growth and Development 19 GEO employees and their family members (parent, spouse and child) are eligible to further pursue their educational goals by receiving reduced tuition rates on a variety of accredited on-line degree programs in business, education, healthcare and other disciplines provided at 14 different higher education institutions.
Career Growth and Development GEO employees and their family members (parent, spouse and child) are eligible to further pursue their educational goals by receiving reduced tuition rates on a variety of accredited on-line degree programs in business, education, healthcare and other disciplines provided at 14 different higher education institutions.
We will continue to actively bid on new international projects in our current markets and in new markets that fit our target profile for profitability and operational risk. Intellectual Property and Patents We have numerous United States and foreign patents issued as well as a number of United States patents pending in the electronic monitoring space.
We will continue to actively bid on new international projects in our current markets and in new markets that fit our target profile for profitability and operational risk. 9 Intellectual Property and Patents We have numerous United States and foreign patents issued as well as a number of United States patents pending in the electronic monitoring space.
GEO’s corporate policy also mandates that every new employee receive orientation training prior to undertaking any assignments. Under the laws applicable to most of our operations, and internal company policies, our correctional officers are required to complete a minimum amount of training.
GEO’s corporate policy also mandates that every new employee receive orientation training prior to undertaking any assignments. 20 Under the laws applicable to most of our operations, and internal company policies, our correctional officers are required to complete a minimum amount of training.
GEO began procuring insurance policies to cover deductibles for workers’ compensation, general liability, automobile liability, medical professional liability and directors' and officers’ liability as well as the option of procuring insurance policies for its excess liability, directors’ and officers’ excess liability and excess medical professional liability through Florina effective October 1, 2021.
GEO began procuring insurance policies to cover deductibles for workers’ compensation, general liability, automobile liability, medical professional liability and directors' and officers’ liability as well as the option of procuring insurance policies for its excess liability, directors’ and officers’ excess liability and excess medical professional 22 liability through Florina effective October 1, 2021.
(4) The Colorado Day Reporting Centers provide many of the same services as the full-service Day Reporting Centers, but rather than providing these services through comprehensive treatment plans dictated by the governing authority, these services are provided on a fee for service basis. Such services may be connected to government agency contracts and would be reimbursed by those agencies.
(3) The Colorado Day Reporting Centers provide many of the same services as the full-service Day Reporting Centers, but rather than providing these services through comprehensive treatment plans dictated by the governing authority, these services are provided on a fee for service basis. Such services may be connected to government agency contracts and would be reimbursed by those agencies.
International Operations Our international operations for fiscal years 2024, 2023 and 2022 consisted of the operations of our wholly-owned Australian subsidiary and South African Custodial Management Pty. Limited which we refer to as SACM and our consolidated joint venture in South Africa, which we refer to as SACS. In Australia, our wholly owned subsidiary, GEO Australia, currently manages three facilities.
International Operations Our international operations for fiscal years 2025, 2024 and 2023 consisted of the operations of our wholly-owned Australian subsidiary and South African Custodial Management Pty. Limited which we refer to as SACM and our consolidated joint venture in South Africa, which we refer to as SACS. In Australia, our wholly owned subsidiary, GEO Australia, currently manages three facilities.
Business Concentration Except for the major customers noted in the following table, no other single customer made up greater than 10% of our consolidated revenues for these years. Customer 2024 2023 2022 Various agencies of the U.S.
Business Concentration Except for the major customers noted in the following table, no other single customer made up greater than 10% of our consolidated revenues for these years. Customer 2025 2024 2023 Various agencies of the U.S.
The information in the table includes the DRCs that we (or a subsidiary or joint venture of GEO) operated under a management contract or had an agreement to provide services as of December 31, 2024: DRC Location Number of reporting centers Type of Customers Commencement of current contract Base period Renewal options Manage only/ lease Colorado (4) 2 State, County, Local Various, 2021 – 2024 1 year Varies Lease California 35 State, County Various, 2018 – 2024 3 years One, One-year or Two One-Year Lease or Manage only New Jersey 5 State, County 2021 4 years One, One-year Lease Pennsylvania 6 State, County Various, 2018 – 2025 3 to 5 years Varies Lease Illinois 10 State, County 2018-2025 5 years One, Five-year Lease or Manage only Kansas 1 County 2023 1 year Four, One-year Lease Louisiana 7 State 2024 3 years None Lease Tennessee 21 State 2020 5 years Five, One-year Lease Idaho 7 State 2023 3 years After base, may be renewed, extended or amended Lease Kentucky 1 County 2020 1 year Four, One-year Lease 16 Customer Legend: Abbreviation Customer AL DOC Alabama Department of Corrections AK DOC Alaska Department of Corrections AZ DOC Arizona Department of Corrections BOP Federal Bureau of Prisons CDCR California Department of Corrections & Rehabilitation FL DMS Florida Department of Management Services GA DOC Georgia Department of Corrections ICE U.S.
The information in the table includes the DRCs that we (or a subsidiary or joint venture of GEO) operated under a management contract or had an agreement to provide services as of December 31, 2025: DRC Location Number of reporting centers Type of Customers Commencement of current contract Base period Renewal options Manage only/ lease Colorado (3) 2 State, County, Local Various, 2021 – 2026 1 year Varies Lease California 35 State, County Various, 2020 – 2028 3 years One, One-year or Two One-Year Lease or Manage only New Jersey 5 State, County 2027 4 years One, One-year Lease Pennsylvania 6 State, County Various, 2020 – 2026 3 to 5 years Varies Lease Illinois 10 State, County 2024-2029 5 years One, Five-year Lease or Manage only Kansas 1 County 2027 1 year Four, One-year Lease Louisiana 7 State 2025 3 years None Lease Tennessee 21 State 2026 5 years Five, One-year Lease Idaho 7 State 2026 3 years After base, may be renewed, extended or amended Lease Kentucky 1 County 2030 1 year Four, One-year Lease Customer Legend: Abbreviation Customer AL DOC Alabama Department of Corrections AK DOC Alaska Department of Corrections AZ DOC Arizona Department of Corrections BOP Federal Bureau of Prisons CDCR California Department of Corrections & Rehabilitation FL DMS Florida Department of Management Services GA DOC Georgia Department of Corrections ICE U.S.
Other services are offered directly to offenders allowing them to meet court-ordered requirements and are paid by the offender as the service is provided. (5) GEO treats these facilities as owned due to GEO’s ownership of the facilities and improvements and the long-term ground leases GEO has in place for these facilities.
Other 18 services are offered directly to offenders allowing them to meet court-ordered requirements and are paid by the offender as the service is provided. (4) GEO treats these facilities as owned due to GEO’s ownership of the facilities and improvements and the long-term ground leases GEO has in place for these facilities.
Business Development Overview Our primary potential customers include: governmental agencies responsible for local, state and federal secure facilities in the United States; governmental agencies responsible for secure facilities in Australia and South Africa; federal, state and local government agencies in the United States responsible for reentry services for adult offenders; federal, state and local government agencies responsible for monitoring community-based parolees, probationers and pretrial defendants; and other foreign governmental agencies.
Our primary potential customers include: governmental agencies responsible for local, state and federal secure facilities in the United States; governmental agencies responsible for secure facilities in Australia and South Africa; federal, state and local government agencies in the United States responsible for reentry services for adult offenders; federal, state and local government agencies responsible for monitoring community-based parolees, probationers and pretrial defendants; and other foreign governmental agencies.
We have historically been able to expand our revenue base by continuing to reinvest our strong operating cash flow into expansionary projects and through strategic acquisitions that provide scale and further enhance our service offerings. Our consolidated revenues were approximately $2.4 billion in 2024.
We have historically been able to expand our revenue base by continuing to reinvest our strong operating cash flow into expansionary projects and through strategic acquisitions that provide scale and further enhance our service offerings. Our consolidated revenues were approximately $2.6 billion in 2025.
These contracts represented approximately 30% of our consolidated revenues for the year ended December 31, 2024. We undertake substantial efforts to renew our facility management contracts. We cannot assure you that our customers will in fact exercise their renewal options under existing contracts.
These contracts represented approximately 10% of our consolidated revenues for the year ended December 31, 2025. We undertake substantial efforts to renew our facility management contracts. We cannot assure you that our customers will in fact exercise their renewal options under existing contracts.
We have sought and received ACA accreditation and re-accreditation for all such facilities. We achieved a median re-accreditation score of 100% as of December 31, 2024. Approximately 96% of our 2024 U.S. Secure Services revenue was derived from ACA accredited facilities for the year ended December 31, 2024.
We have sought and received ACA accreditation and re-accreditation for all such facilities. We achieved a median re-accreditation score of 100% as of December 31, 2025. Approximately 86% of our 2025 U.S. Secure Services revenue was derived from ACA accredited facilities for the year ended December 31, 2025.
Business Regulations and Legal Considerations Many governmental agencies are required to enter into a competitive bidding procedure before awarding contracts for products or services. The laws of certain jurisdictions may also require us to award subcontracts on a competitive basis or to subcontract or partner with businesses owned by women or members of minority groups.
Many governmental agencies are required to enter into a competitive bidding procedure before awarding contracts for products or services. The laws of certain jurisdictions may also require us to award subcontracts on a competitive basis or to subcontract or partner with businesses owned by women or members of minority groups.
Contract Developments On February 27, 2025, we announced that we have been awarded a 15-year, fixed price contract by ICE to provide support services for the establishment of a federal immigration processing center at our company-owned, 1000-bed Delaney Hall Facility in Newark, New Jersey.
On February 27, 2025, we announced that we have been awarded a 15-year, fixed-price contract by ICE to provide support services for the establishment of a federal immigration processing center at the company-owned, 1,000-bed Delaney Hall Facility in Newark, New Jersey.
These customers accounted for approximately 77% of our consolidated revenues for the fiscal year ended December 31, 2024. Recurring Revenue with Strong Cash Flow Our revenue base has historically been derived from our long-term customer relationships.
These customers accounted for approximately 81% of our consolidated revenues for the fiscal year ended December 31, 2025. Recurring Revenue with Strong Cash Flow Our revenue base has historically been derived from our long-term customer relationships.
The remaining duration of our patents range from 18 months to 20 years. 9 Facilities and Day Reporting Centers The following table summarizes certain information with respect to our U.S. and international secure services facilities and our reentry services facilities.
The remaining duration of our patents range from 18 months to 2 years. 10 Facilities and Day Reporting Centers The following table summarizes certain information with respect to our U.S. and international secure services facilities and our reentry services facilities.
Of the insurance policies discussed above, our most significant insurance reserves relate to workers’ compensation, general liability and auto claims. These reserves, which include Florina’s reserves and GEO’s legacy reserves, are undiscounted and were $56.9 million and $65.6 million as of December 31, 2024 and 2023, respectively, and are included in Accrued Expenses in the accompanying Consolidated Balance Sheets.
Of the insurance policies discussed above, our most significant insurance reserves relate to workers’ compensation, general liability and auto claims. These reserves, which include Florina’s reserves and GEO’s legacy reserves, are undiscounted and were $67.3 million and $56.9 million as of December 31, 2025 and 2024, respectively, and are included in Accrued Expenses in the accompanying Consolidated Balance Sheets.
In addition, our ISAP contract accounted for 10%, 14% and 17% of our consolidated revenues for the years ended December 31, 2024, 2023 and 2022, respectively. 21 Available Information Additional information about us can be found at www.geogroup.com.
In addition, our ISAP contract accounted for 9%, 10% and 14% of our consolidated revenues for the years ended December 31, 2025, 2024 and 2023, respectively. Available Information Additional information about us can be found at www.geogroup.com.
Federal Government: 62 % 63 % 64 % Concentration of credit risk related to the major customer above for accounts receivable is as follows: Customer 2024 2023 Various agencies of the U.S Federal Government: 64 % 54 % The concentrations above relate primarily to the Company's U.S. Secure Services and its Electronic Monitoring Supervision segments.
Federal Government: 67 % 62 % 63 % Concentration of credit risk related to the major customer above for accounts receivable is as follows: 23 Customer 2025 2024 Various agencies of the U.S. Federal Government: 78 % 64 % The concentrations above relate primarily to the Company's U.S. Secure Services and its Electronic Monitoring Supervision segments.
(“GEOAmey”). As of December 31, 2024, our worldwide operations included the management and/or ownership of approximately 79,000 beds at 99 secure and community-based facilities, including idle facilities, and also includes the provision of reentry and electronic monitoring and supervision services for thousands of individuals, including an array of technology products including radio frequency, GPS, and alcohol monitoring devices.
(“GEOAmey”). As of December 31, 2025, our worldwide operations include the management and/or ownership of approximately 75,000 beds at 95 secure and community-based facilities, including idle facilities, and also includes the provision of reentry and electronic monitoring and supervision services for thousands of individuals, including an array of technology products including radio frequency, GPS, and alcohol monitoring devices.
As of December 31, 2024, 48 of our facility management contracts representing approximately 25,000 beds are scheduled to expire on or before 17 December 31, 2025, unless renewed by the customer at its sole option in certain cases, or unless renewed by mutual agreement in other cases.
As of December 31, 2025, 44 of our facility management contracts representing approximately 26,000 beds are scheduled to expire on or before December 31, 2026, unless renewed by the customer at its sole option in certain cases, or unless renewed by mutual agreement in other cases.
Also, we cannot assure you that any competitive re-bids we win will be on terms more favorable to us than those in existence with respect to the expiring contract. As of December 31, 2024, 18 of our facility management contracts, as well as certain other management contracts, may be subject to competitive re-bid in 2025.
Also, we cannot assure you that any competitive re-bids we win will be on terms more favorable to us than those in existence with respect to the expiring contract. 19 As of December 31, 2025, 29 of our facility management contracts may be subject to competitive re-bid in 2026.
However, if the eleven idle facilities in our Secure Services and Reentry Services segments were to be activated using our Secure Services and Reentry Services average per diem rate in 2024 (calculated as revenue divided by the number of mandays) and based on the average occupancy rate in our facilities for 2024, we would expect to receive annual incremental revenue of approximately $377 million and an increase in annual earnings per share of approximately $0.36 to $0.40 per share based on our average operating margin.
However, if the eight idle facilities in our Secure Services and Reentry Services segments were to be activated using our Secure Services and Reentry Services average per diem rate in 2025 (calculated as revenue divided by the number of mandays) and based on the average occupancy rate in our facilities for 2025, we would expect to receive annual incremental revenue of approximately $240 million and an increase in annual earnings per share of approximately $0.20 to $0.25 per share based on our average operating margin.
At December 31, 2024, approximately 7,600 and 1,700 employees are covered by collective bargaining agreements in the United States and at international offices, respectively. GEO welcomes the participation of labor unions in our facilities and respects the rights of individual employees to choose whether or not to join labor organizations.
At December 31, 2025, approximately 8,200 and 1,500 employees are covered by collective bargaining agreements in the United States and at international offices, respectively. GEO welcomes the participation of labor unions in our facilities and respects the rights of individual employees to choose whether or not to join labor organizations.
Deyton Detention Facility Lovejoy, GA 768 USMS Federal Detention Medium February 2008 5 years Three, five-year Leased South Bay Correctional and Rehabilitation Facility South Bay, FL 1,948 FL DOC State Correctional Medium/Close July 2009 3 years Four, Two-year, plus one six-month, plus two, two-year Managed South Louisiana ICE Processing Center, LA (2) 1,000 ICE-IGA State Correctional Medium June 2015 5 years One-month, plus fifty nine-months Owned Secure Services — Australia: Fulham Correctional Centre & Nalu Challenge Community Victoria, Australia 922 VIC DOJ State Prison Minimum/Medium July 2012 4 years Nineteen years, Four months Managed Junee Correctional Centre New South Wales, Australia 1,279 NSW State Prison Minimum/Medium March 2014 5 years One, six-year Managed Ravenhall Correctional Centre Melbourne, Australia 1,300 VIC DOJ State Prison Medium November 2017 24 years plus 5 months None Managed 13 Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Secure Services — South Africa: Kutama-Sinthumule Correctional Centre Limpopo Province, Republic of South Africa 3,024 RSA DCS National Prison Maximum February 2002 25 years None Managed Reentry Services: ADAPPT, PA 64 PA DOC Community Corrections Community May 2024 1 year Four, One-year Owned Alabama Therapeutic Education Facility, AL 722 AL DOC Community Corrections Community December 2021 2 years Three, one-year Owned Arapahoe County Residential Center, CO 202 Arapahoe County Community Corrections Community July 2024 1 year None Owned Beaumont Transitional Treatment Center Beaumont, TX 180 TDCJ Community Corrections Community September 2020 2 years Three, One-year Owned Bronx Community reentry Center Bronx, NY 172 BOP Community Corrections Community July 2020 1 year Nine, One-year Leased Casper Reentry Center, WY 342 BOP/WYDOC Community Corrections Community January 2022/July 2020 1 year/2 years Four, one-year/One, two-year, plus one, one-year Owned Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Chester County, PA 142 PA DOC Community Corrections Community May 2024 1 year Four years, nine months Owned Cheyenne Mountain Recovery Center, CO 750 Idle Owned Coleman Hall, PA 350 Idle Owned Community Alternatives of El Paso County, CO 240 4th Judicial District Community Corrections Community July 2024 1 year Four, One-year Owned Community Alternatives of the Black Hills, SD 68 BOP Community Corrections Community October 2021 1 year Four, One-year Owned Cordova Center Anchorage, AK 296 BOP / AK DOC Community Corrections Community June 2019/November 2024 1 year/1 year One year, 8 months Owned Delaney Hall, NJ 1,200 Idle Owned El Monte Center El Monte, CA 70 BOP Community Corrections Community October 2019 1 year Nine, One-year Leased Grossman Center Leavenworth, KS 136 BOP Community Corrections Community July 2019 1 year Nine, One-year Owned Las Vegas Community Correctional Center Las Vegas, NV 124 BOP Community Corrections Community February 2021 1 year Four, One-year Owned Leidel Comprehensive Sanction Center Houston, TX 190 BOP Community Corrections Community January 2021 1 year Four, One-year Owned 14 Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Logan Hall, NJ N/A Third Party Tenant N/A N/A N/A N/A N/A Leased Long Beach Community Reentry Center, CA 112 CDCR Community Corrections Community July 2024 4 years, 8 months, None Leased Marvin Gardens Center Los Angeles, CA 60 BOP Community Corrections Community December 2023 1 year Four, One-year Leased Mid Valley House Edinburg, TX 128 BOP Community Corrections Community December 2020 1 year Nine, One-year Owned Midtown Center Anchorage, AK 32 AK DOC Community Corrections Community Corrections November 2024 1 year Four, One-year Owned New Mexico Mens Recovery Academy, NM 124 NM DOC Community Corrections Community Corrections July 2023 4 years None Managed New Mexico Womens Recovery Academy, NM 60 NM DOC Community Corrections Community Corrections July 2023 4 years None Managed Northstar Center Fairbanks, AK 120 AK DOC Community Corrections Community July 2022 1 year Three, One-year Leased Oakland Center Oakland, CA 69 BOP Community Corrections Community February 2020 1 year Nine, One-year Owned Parkview Center Anchorage, AK 112 AK DOC Community Corrections Community November 2024 1 year Three, One-year Owned Philadelphia Residential Reentry Center 400 Idle Reality House Brownsville, TX 94 BOP Community Corrections Community July 2024 1 year Four, One-year Owned Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Salt Lake City Center Salt Lake City, UT 115 BOP Community Corrections Community June 2019 1 year Nine, One-year Owned Scranton Facility, PA 100 PA DOC Community Corrections Community February 2019 1 year Four, One-year Leased Seaside Center Nome, AK 60 AK DOC Community Corrections Community June 2019 1 year Four, One-year Owned Southeast Texas Transitional Center Houston, TX 500 TDCJ Community Corrections Community September 2020 2 years Three One-year Owned The Harbor, NJ 260 NJ DOC Community Corrections Community July 2022 2 years None Leased Toler Hall, NJ N/A Third Party Tenant N/A N/A N/A N/A N/A Leased Tully House, NJ 344 NJ DOC Community Corrections Community July 2022 2 years None Owned Taylor Street Center San Francisco, CA 240 BOP / CDCR Community Corrections Community April 2021/July 2022 1 year/3 years Four, One-year/Two, One-year Owned Tampa Residential Reentry Center Tampa, FL 118 BOP Community Corrections Community September 2021 1 year Four, One-year Owned Tundra Center Bethel, AK 85 AK DOC Community Corrections Community June 2019 1 year Four, one-year, plus two, three month extensions, plus two, one-month extensions.
Deyton Detention Facility Lovejoy, GA 768 USMS Federal Detention Medium February 2008 5 years Three, five-year Leased South Bay Correctional and Rehabilitation Facility South Bay, FL 1,948 FL DOC State Correctional Medium/Close July 2009 3 years Four, two-year plus six-month extension plus three, two-year extensions Managed South Louisiana ICE Processing Center, LA (2) 1,000 ICE-IGA State Correctional Medium June 2015 5 years One-month extension plus one, fifty-nine month extension, plus one, four-month, plus one, one-month extension, plus one four-month extension Owned Secure Services — Australia: Fulham Correctional Centre & Nalu Challenge Community Victoria, Australia 922 VIC DOJ State Prison Minimum/Medium July 2012 4 years Nineteen years, Four months Managed Ravenhall Correctional Centre Melbourne, Australia 1,300 VIC DOJ State Prison Medium November 2017 24 years plus 5 months None Managed 15 Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Secure Services — South Africa: Kutama-Sinthumule Correctional Centre Limpopo Province, Republic of South Africa 3,024 RSA DCS National Prison Maximum February 2002 25 years None Managed Reentry Services: ADAPPT, PA 64 PA DOC Community Corrections Community May 2024 4 years, 9 months None Owned Alabama Therapeutic Education Facility, AL 722 AL DOC Community Corrections Community December 2021 2 years Three, one-year Owned Arapahoe County Residential Center, CO 202 Arapahoe County Community Corrections Community July 2025 1 year None Owned Beaumont Transitional Treatment Center Beaumont, TX 180 TDCJ Community Corrections Community September 2025 2 years Two, One-year Owned Bronx Community reentry Center Bronx, NY 172 BOP Community Corrections Community July 2020 1 year Nine, One-year Leased Casper Reentry Center, WY 342 BOP/WYDOC Community Corrections Community January 2022/July 2024 1 year/1 years Four, one-year/Two, one-year options Owned Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Chester County, PA 142 PA DOC Community Corrections Community May 2024 4 years, 9 months None Owned Coleman Hall, PA 350 Idle Owned Community Alternatives of El Paso County, CO 240 4th Judicial District Community Corrections Community July 2024 1 year Four, One-year Owned Community Alternatives of the Black Hills, SD 68 BOP Community Corrections Community October 2021 1 year Four, One-year Owned Cordova Center Anchorage, AK 296 BOP / AK DOC Community Corrections Community June 2019/November 2024 1 year/8 months Nine, one-year/Four, one-year Owned El Monte Center El Monte, CA 70 BOP Community Corrections Community October 2019 1 year Nine, One-year Leased Grossman Center Leavenworth, KS 136 BOP Community Corrections Community July 2019 1 year Nine, One-year Owned Las Vegas Community Correctional Center Las Vegas, NV 124 BOP Community Corrections Community February 2021 1 year Four, one-year, plus one 6-month extension Owned Leidel Comprehensive Sanction Center Houston, TX 190 BOP Community Corrections Community January 2021 1 year Four, one-year plus one six-month extension Owned 16 Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Logan Hall, NJ N/A Third Party Tenant N/A N/A N/A N/A N/A Leased Long Beach Community Reentry Center, CA 112 CDCR Community Corrections Community July 2024 09 years None Leased Marvin Gardens Center Los Angeles, CA 60 BOP Community Corrections Community December 2023 1 year Four, One-year Leased Mid Valley House Edinburg, TX 128 BOP Community Corrections Community December 2020 1 year Nine, One-year Owned Midtown Center Anchorage, AK 32 AK DOC Community Corrections Community Corrections November 2024 8 months Four, One-year Owned New Mexico Mens Recovery Academy, NM 124 NM DOC Community Corrections Community Corrections July 2023 4 years None Managed New Mexico Womens Recovery Academy, NM 60 NM DOC Community Corrections Community Corrections July 2023 4 years None Managed Northstar Center Fairbanks, AK 120 AK DOC Community Corrections Community July 2022 1 year Three, One-year Leased Oakland Center Oakland, CA 69 BOP Community Corrections Community February 2020 1 year Nine, One-year Owned Parkview Center Anchorage, AK 112 AK DOC Community Corrections Community November 2024 8 months Four, One-year Owned Philadelphia Residential Reentry Center 400 Idle Reality House Brownsville, TX 94 BOP Community Corrections Community July 2024 1 year Four, One-year Owned Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Salt Lake City Center Salt Lake City, UT 115 BOP Community Corrections Community June 2019 1 year Nine, One-year Owned Scranton Facility, PA 100 PA DOC Community Corrections Community May 2024 Four years, 9 months None Leased Seaside Center Nome, AK 60 AK DOC Community Corrections Community February 2025 5 months Four, One-year Owned Southeast Texas Transitional Center Houston, TX 500 TDCJ Community Corrections Community September 2025 2 years Two One-year Owned The Harbor, NJ 260 NJ DOC Community Corrections Community August 2025 1 year, 11 months None Leased Toler Hall, NJ N/A Third Party Tenant N/A N/A N/A N/A N/A Leased Tully House, NJ 344 NJ DOC Community Corrections Community August 2025 1 year, 11 months None Owned Taylor Street Center San Francisco, CA 240 BOP / CDCR Community Corrections Community April 2021/July 2025 1 year/3 years Four, one-year/Two, one-year Owned Tampa Residential Reentry Center Tampa, FL 118 BOP Community Corrections Community September 2021 1 year Four, One-year Owned Tundra Center Bethel, AK 85 AK DOC Community Corrections Community January 2025 5 months Four, One-year Owned Abraxas Academy Morgantown, PA N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Abraxas I Marienville, PA N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Abraxas Ohio Shelby, OH N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Southern Peaks Regional Treatment Center Canon City, CO N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Southwood Interventions Chicago, IL N/A Third Party Tenant N/A N/A N/A N/A N/A Owned Woodridge Interventions Woodridge, IL N/A Third Party Tenant N/A N/A N/A N/A N/A Owned 17 The following table summarizes certain information with respect to our reentry Day Reporting Centers, which we refer to as DRCs.
We have provided secure management services to the United States Federal Government for 38 years, the State of California for 36 years, the State of Texas for approximately 37 years, various Australian state government entities for 33 years and the State of Florida for approximately 31 years.
We have provided secure management services to the United States Federal Government for 39 years, the State of California for 37 years, the State of Texas for approximately 38 years, various Australian state government entities for 34 years and the State of Florida for approximately 32 years.
At December 31, 2024, we had approximately 16,500 full-time employees. Of our full-time employees, approximately 400 were employed at our corporate headquarters and regional offices and approximately 16,100 were employed at facilities and international offices. We employ personnel in positions of management, administrative and clerical, security, educational services, human resource services, health services and general maintenance at our various locations.
At December 31, 2025, we had approximately 18,000 full-time employees. Of our full-time employees, approximately 400 were employed at our corporate headquarters and regional offices and approximately 17,600 were employed at facilities and international offices. We employ personnel in positions of management, administrative and clerical, security, educational services, human resource services, health services and general maintenance at our various locations.
Secure Services and International Services business segments compete with a number of companies, including, but not limited to: Core Civic; Management and Training Corporation; Emerald Companies; LaSalle Southwest Corrections; Group 4 Securicor; Sodexo Justice Services (formerly Kaylx); and Serco.
Secure Services and International Services business segments compete with a number of companies, including, but not limited to: Core Civic; Management and Training Corporation; LaSalle Corrections; Allied Universal; Sodexo Justice Services (formerly Kaylx); and Serco.
For the services provided by BI, local, state and federal experience has been that a period of approximately 30 to 90 days is generally required from the issuance of an RFP or Invitation to Bid, or ITB, to the submission of our response; that between one and three months elapse between the submission of our response and the agency’s award of a contract; and that between one and three months elapse between the award of a contract and the commencement of a program or the implementation of program operations, as applicable. 6 The term of our local, state and federal contracts range from one to five years and some contracts include provisions for optional renewal terms beyond the initial contract term.
For the services provided by BI, local, state and federal experience has been that a period of approximately 30 to 90 days is generally required from the issuance of an RFP or Invitation to Bid, or ITB, to the submission of our response; that between one and three months elapse between the submission of our response and the agency’s award of a contract; and that between one and three months elapse between the award of a contract and the commencement of a program or the implementation of program operations, as applicable.
Our international services business generated approximately $208.9 million of revenues, representing approximately 9% of our consolidated revenues for the year ended December 31, 2024. We believe we are well positioned to continue benefiting from foreign governments’ initiatives to enter into public-private partnerships for secure services.
Our international services business generated approximately $197.1 million of revenues, representing approximately 7% of our consolidated revenues for the year ended December 31, 2025. We believe we are well positioned to continue benefiting from foreign governments’ initiatives to enter into public-private partnerships for secure services including healthcare and transportation services.
Donahue will also be entitled to receive a target annual performance award of 100% of Mr. Donahue’s base salary and be entitled to receive an annual equity incentive award of restricted stock with a grant date fair value equal to at least 100% of Mr.
Zoley will also be entitled to receive a target annual performance award of 200% of Dr. Zoley’s base salary and be entitled to receive an annual equity incentive award of restricted stock with a grant date fair value equal to at least 300% of Dr.
Financial information about these segments for years 2024, 2023 and 2022 is contained in Note 14 — Business Segments and Geographic Information included in the notes to our audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Financial information about these segments for years 2025, 2024 and 2023 is contained in Note 14 — Business Segments and Geographic Information included in the notes to our audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. 3 Recent Developments Chief Executive Officer Developments On February 6, 2026, J.
We also maintain insurance to cover property and other casualty risks including, workers’ compensation, environmental liability, cybersecurity liability and automobile liability. 20 For most casualty insurance policies, we carry substantial deductibles or self-insured retentions of $4.0 million per occurrence for general liability and $5 million per occurrence for medical professional liability, $2.0 million per occurrence for workers’ compensation, $2.3 million per occurrence for directors' and officers’ liability and $1.0 million per occurrence for automobile liability.
For most casualty insurance policies, we carry substantial deductibles or self-insured retentions of $4.0 million per occurrence for general liability and $5 million per occurrence for medical professional liability, $2.0 million per occurrence for workers’ compensation, $2.3 million per occurrence for directors' and officers’ liability and $1.0 million per occurrence for automobile liability.
The following table sets forth the number of facility management contracts that we currently believe will be subject to competitive re-bid in each of the next five years and thereafter, and the total number of beds relating to those potential competitive re-bid situations during each period: Year Re-bid Total Number of Beds up for Re-bid 2025 18 10,631 2026 16 11,329 2027 13 5,578 2028 13 8,123 2029 16 2,332 Thereafter 17 14,218 Total 93 52,211 Competition We compete primarily on the basis of the quality and range of services we offer; our experience domestically and internationally in the design, construction, and management of public-private partnerships for secure service facilities; our reputation; and our pricing.
The following table sets forth the number of facility management contracts that we currently believe will be subject to competitive re-bid in each of the next five years and thereafter, and the total number of beds relating to those potential competitive re-bid situations during each period: Year Re-bid Total Number of Beds up for Re-bid 2026 29 16,486 2027 16 10,913 2028 14 9,433 2029 18 3,005 2030 8 5,469 Thereafter 8 9,804 Total 93 55,110 Competition We compete primarily on the basis of the quality and range of services we offer; our experience domestically and internationally in the design, construction, and management of public-private partnerships for secure service facilities; our reputation; and our pricing.
In our Reentry Services segment, as of December 31, 2024, we are marketing 1,189 vacant beds with a net book value of approximately $26.8 million at four of our idle facilities to potential customers. The combined annual carrying cost of these idle facilities in 2025 is estimated to be $33.0 million, including depreciation expense of $16.8 million.
In our Reentry Services segment, as of December 31, 2025, we are marketing 750 vacant beds with a net book value of approximately $11.6 million at two of our idle facilities to potential customers. The combined annual carrying cost of these idle facilities in 2026 is estimated to be $23.4 million, including depreciation expense of $12.0 million.
With the exception of a contract pending due diligence for one of our secure facilities, we currently do not have any firm commitments or agreements in place to activate these facilities but have ongoing contact with several potential customers. Historically, some facilities have been idle for multiple years before they received a new contract award.
We currently do not have any firm commitments or agreements in place to activate these facilities but have ongoing contact with several potential customers. Historically, some facilities have been idle for multiple years before they received a new contract award. The per diem rates that we charge our clients often vary by contract across our portfolio.
These contracts in the aggregate represented approximately 21% and approximately $498 million of our 2024 consolidated revenues.
These contracts in the aggregate represented approximately 18% and approximately $469 million of our 2025 consolidated revenues.
Ray James Correctional Facility Folkston, GA 1,900 Idle Owned Folkston ICE Processing Center (2) Folkston, GA 1,118 ICE - IGA Federal Detention Minimum December 2016 1 year Four, One-year, plus one, two-month, plus one, five-year Owned Heritage Trail Correctional Facility Plainfield, IN 1,066 IN DOC State Correctional Minimum March 2011 4 years One, Four-year, plus one, one year, four months and two days, plus one-year, plus five-year Managed 12 Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Moshannon Valley Correctional Facility Philipsburg, PA 1,876 ICE-IGA Federal Correctional Medium September 2021 5 year None Owned Moore Haven Correctional and Rehabilitation Facility Moore Haven, FL 985 FL DMS State Correctional Minimum/ Medium July 2021 3 years Unlimited, Two-year Managed New Castle Correctional Facility New Castle, IN 3,196 IN DOC State Correctional All Levels September 2005 4 years One year, one month and 20 days, Nine year Seven month 14 days, plus one ninety-day, plus one nine-month, Three, five-year Managed North Lake Correctional Facility Baldwin, MI 1,800 Idle Owned Pine Prairie ICE Processing Center, LA (2) 1,094 ICE-IGA State Correctional Medium June 2015 5 years One-month, plus fifty nine-months Owned Riverbend Correctional and Rehabilitation Facility Milledgeville, GA (5) 1,500 GA DOC State Correctional Medium July 2010 1 year Forty, One-year Owned Rivers Correctional Facility Winton, NC 1,450 Idle Owned Robert A.
Ray James Correctional Facility Folkston, GA (2) 1,868 ICE - IGA Federal Detention Minimum/Medium December 2016 1 year Four, one-year, plus one, two-month extension, plus one, five year renewal Owned Delaney Hall Facility 1,000 ICE Federal Detention Minimum May 2025 15 years None Owned Folkston ICE Processing Center Folkston, GA (2) 1,118 ICE - IGA Federal Detention Minimum December 2016 1 year Four, One-year, plus one, two-month, plus one, five-year Owned Heritage Trail Correctional Facility Plainfield, IN 1,066 IN DOC State Correctional Minimum March 2011 4 years One, Four-year, plus one, one year, four months and two days, plus one-year, plus five-year Managed 14 Facility Name & Location Capacity(1) Primary Customer Facility Type Security Level Commencement of Current Contract Base Period Renewal Options Managed Leased/ Owned Moshannon Valley Correctional Facility Philipsburg, PA 1,876 ICE-IGA Federal Correctional Medium September 2021 5 years None Owned Moore Haven Correctional and Rehabilitation Facility Moore Haven, FL 985 FL DMS State Correctional Minimum/ Medium July 2021 3 years Unlimited, Two-year Managed New Castle Correctional Facility New Castle, IN 3,196 IN DOC State Correctional All Levels September 2005 4 years Three, two-year extensions plus one, four-year and nine-month extension plus one, three-month extension, plus one, nine-month extension plus one, five-year extension with one, four-year option.
Our Reentry Services and Electronic Monitoring and Supervision Services business segments compete with a number of different small-to-medium sized companies, reflecting the highly fragmented nature of the community-based services industry. BI’s electronic monitoring business competes with a number of companies, including, but not limited to: G4 Justice Services, LLC and 3M Electronic Monitoring, a 3M Company.
Our Reentry Services and Electronic Monitoring and Supervision Services business segments compete with a number of different small-to-medium sized companies, reflecting the highly fragmented nature of the community-based services industry. BI’s electronic monitoring business competes with a number of companies, including, but not limited to: Allied Universal. Some of our competitors are larger and have more resources than we do.
The NCCHC standards, in most cases, exceed ACA Health Care Standards and we have achieved this accreditation at 24 of our U.S. Secure Services facilities and at one reentry services location. Corporate Social Responsibility In October 2024, we issued our sixth Human Rights and Environmental, Social and Governance (“ESG”) report.
The NCCHC standards, in most cases, exceed ACA Health Care Standards and we have achieved this accreditation at 25 of our U.S. Secure Services facilities and at one reentry services location.
Some of our competitors are larger and have more resources than we do. We also compete in some markets with small local companies that may have a better knowledge of the local conditions and may be better able to gain political and public acceptance.
We also compete in some markets with small local companies that may have a better knowledge of the local conditions and may be better able to gain political and public acceptance. Human Capital Resources The Company’s key human capital management objectives are to attract, retain and develop the highest quality talent.
We believe that the use of these designs allows us to reduce the potential of cost overruns and construction delays, thus controlling costs both to construct and to manage the facility. Our facility designs also maintain security because they increase the area under direct surveillance by correctional officers and make use of additional electronic surveillance.
We believe that the use of these designs allows us to reduce the potential of cost overruns and construction delays, thus controlling costs both to construct and to manage the facility.
Competitive Strengths Long-Term Relationships with High-Quality Government Customers We have developed long-term relationships with our federal, state and other governmental customers, which we believe enhance our ability to win new contracts and retain existing business.
Our facility designs also maintain security because they increase the area under direct surveillance by correctional officers and make use of additional electronic surveillance. 8 Competitive Strengths Long-Term Relationships with High-Quality Government Customers We have developed long-term relationships with our federal, state and other governmental customers, which we believe enhance our ability to win new contracts and retain existing business.
(2) GEO provides services at these facilities through various Inter-Governmental Agreements, or IGAs, through the various counties and other jurisdictions. (3) The contract for this facility only required GEO to provide maintenance services and was terminated towards the end of 2022.
(2) GEO provides services at these facilities through various Inter-Governmental Agreements, or IGAs, through the various counties and other jurisdictions.
Recent Developments Retirement of Brian Evans as Chief Executive Officer On December 11, 2024, Brian Evans, our former Chief Executive Officer, provided notice to the Company of his retirement effective December 31, 2024 (the “Separation Date”). 3 Mr. Evans and GEO entered into a Separation Agreement and General Release on December 13, 2024 (the “Separation Agreement”).
David Donahue, our Chief Executive Officer, provided notice to us of his retirement effective February 28, 2026 (the “Separation Date”). Mr. Donahue and GEO entered into a Separation Agreement and General Release on February 9, 2026 (the “Separation Agreement”). Pursuant to the terms of the Separation Agreement, Mr.
GEO’s support services include the exclusive use of the Facility by ICE, along with security, maintenance, and food services, as well as access to recreational amenities, medical care, and legal counsel. In the first weeks of the new Administration, President Trump issued an Executive Order reversing the prior Administration's Executive Order that had directed the U.S.
GEO’s support services include the exclusive use of the Karnes Center by ICE, along with security, maintenance, and food services, as well as access to recreational amenities, medical care, and legal counsel.
The term of the Employment Agreement may be extended by mutual agreement of the parties on an annual basis subject to the termination provisions in the Employment Agreement. Pursuant to the terms of the Employment Agreement, Mr. Donahue will serve as Chief Executive Officer and report directly to the Executive Chairman. Either Mr. Donahue or the Company may terminate Mr.
The term of the Employment Agreement remains the same and ends on April 2, 2029 as may be extended by mutual agreement of the parties on an annual basis subject to the termination provisions in the Employment Agreement. Pursuant to the terms of the Employment Agreement, Dr.
Idle Facilities In our Secure Services segment, as of December 31, 2024, we are marketing 10,486 vacant beds with a net book value of approximately $260.6 million at seven of our idle facilities to potential customers.
Idle Facilities In our Secure Services segment, as of December 31, 2025, we are marketing 5,896 vacant beds with a net book value of approximately $180.9 million at six of our idle facilities to potential customers. One of the facilities, Cheyenne Mountain Recovery Center, is under a contract which has yet to be activated.
Donahue’s employment under the Employment Agreement for any reason upon not less than thirty (30) days written notice. Under the terms of the Employment Agreement, Mr. Donahue will be paid an annual base salary of $1,000,000, subject to the review and potential increase in the sole discretion of the Compensation Committee. Mr.
Zoley will serve as Chief Executive Officer and report directly to the Board of Directors. Under the terms of the Employment Agreement, Dr. Zoley will be paid an annual base salary of $1,200,000, subject to the review and potential increase in the sole discretion of the Compensation Committee. Dr.
Domestically and internationally, as of December 31, 2024, we have provided services for the design and construction of approximately 86 facilities and for the redesign, renovation and expansion of approximately 20 facilities. Contracts to design and construct or to redesign and renovate facilities may be financed in a variety of ways.
Contracts to design and construct or to redesign and renovate facilities may be financed in a variety of ways.
We do not know of any existing environmental law, regulation nor condition that reasonably would be expected to have a material adverse effect on our business, capital expenditures or operating results. However, future changes to environmental laws and regulations may impact our operations and could result in increased costs.
We are not aware of any environmental matters that are expected to materially affect our financial condition or results of operations; however, if such matters are detected in the future, the costs of complying with environmental laws could have a material effect on our financial position, results of operations and cash flows, or on our competitive position as a dependable government partner.
Evans in connection with the Separation Agreement up to $25,000. The Separation Agreement also contains a mutual release, confidentiality and non-disparagement provisions. Appointment of J. David Donahue as Chief Executive Officer J. David Donahue was appointed Chief Executive Officer on December 16, 2024, effective January 1, 2025. Mr.
The Consultant Agreement also contains provisions related to confidentiality and conflicts of interest. On February 9, 2026, George C. Zoley, our founder and Executive Chairman, was appointed Chief Executive Officer effective March 1, 2026 (the “Effective Date”). In connection with his appointment, Dr.
Removed
Pursuant to the terms of the Separation Agreement, Mr.
Added
Donahue will be entitled to receive the following in addition to accrued wages: (i) the payment of $104,167 per month commencing on March 1, 2026 and continuing through February 28, 2028 in accordance with the terms of the Consultant Agreement described below; (ii) be entitled to the payment of health insurance premiums for himself and any covered dependents under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for a period ending on the earlier of eighteen (18) months following the Separation Date (or up to twenty-four months if entitled to an extension) or the date he is no longer entitled to receive COBRA continuation coverage; and (iii) the outstanding unvested stock options and restricted stock previously granted to Mr.
Removed
Evans will be entitled to receive the following in addition to accrued wages: (i) the payment of $85,834 per month commencing on the Separation Date and continuing through December 31, 2026; (ii) the payment of his annual performance award for the year ending December 31, 2024, which will be paid in 2025, at the same time and under the same terms as other GEO executives: (iii) the benefits described in Section 5 of his employment agreement for Mr.
Added
Donahue will continue to vest in accordance with the applicable performance-based vesting metrics under our long-term equity incentive plan. The Separation Agreement also contains mutual release, cooperation and non-disparagement provisions. Mr. Donahue and GEO also entered into a Consultant Agreement (the “Consultant Agreement”), effective as of March 1, 2026, for a term continuing through February 28, 2028 (the “Consulting Period”).
Removed
Evans and his covered dependents for a period of five years after the Separation Date; (iv) all of the Company’s interest in any automobile used by Mr.
Added
Pursuant to the terms of the Consultant Agreement, Mr. Donahue will provide consulting services to GEO with respect to secure services business opportunities in the United States and overseas, including business development services and contract administration assistance for existing contracts. In consideration for such services, Mr.
Removed
Evans pursuant to the our Executive Automobile Policy (the “Executive Automobile Policy”) and we shall pay the balance of any outstanding loan or lease on such automobile; (v) all outstanding unvested stock options and restricted stock granted to Mr.
Added
Donahue will receive, as previously disclosed in the Separation Agreement, the consulting fee of $104,167 per month during the Consulting Period, payable upon submission of a monthly billing statement, and will be reimbursed for reasonable and necessary documented travel and business expenses incurred in connection with the performance of services, subject to prior approval requirements.
Removed
Evans prior to his retirement will fully vest immediately upon the Separation Date, provided, however that any restricted stock that is still subject to performance-based vesting shall vest when and to the extent the Compensation Committee certifies that the performance goals are actually met; and (vi) the payment of reasonable legal fees and costs incurred by Mr.
Added
Zoley and GEO entered into the Second Amendment to Executive Employment Agreement (the “Employment Agreement”) on February 9, 2026 to reflect Dr. Zoley’s new title as Chairman and Chief Executive Officer and amend the compensation terms discussed below beginning on the Effective Date.
Removed
Donahue joined GEO as the Eastern Region Vice President in 2009 after a career in corrections with the States of Indiana and Kentucky as well as the Federal Bureau of Prisons. Mr. Donahue was promoted to Senior Vice President and President, GEO Corrections and Detention in January 2016 and served in that position until he retired in July 2020. Mr.
Added
Zoley’s base salary that shall vest in accordance with the terms of the Company’s equity compensation plan. In addition, Dr. Zoley is entitled to the compensation and benefits provided under the Amended and Restated Executive Retirement Agreement, between Dr. Zoley and GEO, dated May 27, 2021. All other terms and conditions of Dr.
Removed
Donahue served as a consultant to GEO from July 2020 through July 2023. In connection with his appointment, Mr. Donahue and the Company entered into an Executive Employment Agreement (the “Employment Agreement”) on December 16, 2024 to provide that Mr. Donahue will be employed by the Company for a two-year term beginning January 1, 2025 (the “Effective Date”).
Added
Zoley’s Employment Agreement with GEO shall remain unchanged and in full force and effect in accordance with the Executive Chairman Employment Agreement, dated May 27, 2021, as amended by the Amendment to Executive Chairman Employment Agreement, dated July 7, 2025.
Removed
Donahue’s base salary that shall vest upon the attainment of certain performance goals in accordance with the terms of our equity compensation plan. The Employment Agreement provides that upon the separation of employment by Mr. Donahue for good reason, by the Company without cause or upon the death or disability of Mr.
Added
Contract Developments On December 22, 2025, we announced that our wholly-owned subsidiary, BI Incorporated (“BI”), has been awarded a contract by U.S. Immigration and Customs Enforcement (“ICE”) for the provision of skip tracing services.
Removed
Donahue, he will be entitled to receive a separation payment equal to one (1) times the sum of his annual base salary. We will also continue to provide Mr. Donahue and any covered dependents with the Executive Benefits as defined in the Employment Agreement for a period of eighteen (18) months after the date of separation.
Added
Skip tracing services entail enhanced location research with identifiable information, commercial data verification, and physical observation to verify current address information and investigate alternative address information for individuals on the federal government’s non-detained docket.
Removed
In the event of Mr. Donahue’s death within such eighteen (18) month period, we will continue to provide the Executive Benefits to Mr. Donahue’s covered dependents, and, if applicable to Mr. Donahue’s estate. In addition, the Employment Agreement provides that upon such separation, GEO will transfer all of its interest in any automobile used by Mr.
Added
The new contract has a term of two years, with an initial term of one year, effective December 16, 2025, and an additional one-year period. 4 On September 30, 2025, we announced that we entered into a two-year contract with ICE for the continued provision of electronic monitoring, case management and supervision services under the Intensive Supervision and Appearance Program ("ISAP").
Removed
Donahue pursuant to the Executive Automobile Policy and pay the balance of any outstanding loans or leases on such automobile so that Mr. Donahue owns the automobile outright. In the event such automobile is leased, GEO will pay the residual cost of the lease. Lastly, all of the outstanding and unvested stock options and restricted stock granted to Mr.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks Related to Our High Level of Indebtedness • Our level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our debt service obligations. • We are incurring significant indebtedness in connection with substantial ongoing capital expenditures. • We may still incur more indebtedness which could further exacerbate the risks we face. • Our borrowing costs and access to capital and credit markets could be adversely affected by a downgrade or potential downgrade of our credit ratings. • The covenants in the indentures governing our outstanding Secured and Unsecured Notes and our Credit Agreement impose significant operating and financial restrictions. • Servicing our indebtedness will require a significant amount of cash. • An increase in interest rates would adversely affect cash flows. • We depend on distributions from our subsidiaries to make payments on our indebtedness. • We may not be able to satisfy our repurchase obligations in the event of a change of control. • The Unsecured Notes and the guarantees on the Unsecured Notes will be effectively subordinated to our and the guarantors' senior secured indebtedness and structurally subordinated to the indebtedness of our subsidiaries that do not guarantee the Unsecured Notes • The value of collateral may not be sufficient to satisfy our obligations under the Secured Notes.
Biggest changeRisks Related to Our High Level of Indebtedness • Our level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our debt service obligations. • We are incurring significant indebtedness in connection with substantial ongoing capital expenditures. • We may still incur more indebtedness which could further exacerbate the risks we face. • The covenants in the indentures governing our outstanding Secured and Unsecured Notes and our Credit Agreement impose significant operating and financial restrictions. • An increase in interest rates would adversely affect cash flows. • We depend on distributions from our subsidiaries to make payments on our indebtedness. • We may not be able to satisfy our repurchase obligations in the event of a change of control. • The value of collateral may not be sufficient to satisfy our obligations under the Secured Notes.
In addition, domestically, federal, state and local governments have encountered, and may continue to encounter, unusual budgetary constraints. As a result, a number of state and local governments may be under pressure to control additional spending or reduce current levels of spending which could limit or eliminate appropriations for the facilities that we operate.
In addition, domestically, federal, state and local governments have encountered, and may continue to encounter, unusual budgetary constraints. As a result, a number of federal, state and local governments may be under pressure to control additional spending or reduce current levels of spending which could limit or eliminate appropriations for the facilities that we operate.
Factors that could affect the market price of our common stock include the following: 42 • actual or anticipated variations in our quarterly results of operations; • changes in market valuations of companies in our industry; • announcements by us or our competitors of changes to capital allocation strategy, acquisitions, dispositions, investments or strategic alliances; • changes in expectations of future financial performance or changes in estimates of securities analysts; • fluctuations in stock market prices and volumes; • issuances of common stock or other securities convertible into common stock in the future; • the addition or departure of key personnel; and • changes in the prospects of public-private partnerships.
Factors that could affect the market price of our common stock include the following: • actual or anticipated variations in our quarterly results of operations; • changes in market valuations of companies in our industry; • announcements by us or our competitors of changes to capital allocation strategy, acquisitions, dispositions, investments or strategic alliances; • changes in expectations of future financial performance or changes in estimates of securities analysts; • fluctuations in stock market prices and volumes; • issuances of common stock or other securities convertible into common stock in the future; • the addition or departure of key personnel; and • changes in the prospects of public-private partnerships.
Beginning in 2019, several financial institutions announced that they would not be renewing existing agreements or entering into new 25 agreements with companies that operate secure services facilities and centers pursuant to public-private partnerships. Certain lenders also have publicly disclosed that they will no longer loan money to one of our key competitors.
Beginning in 2019, several financial institutions announced that they would not be renewing existing agreements or entering into new agreements with companies that operate secure services facilities and centers pursuant to public-private partnerships. Certain lenders also have publicly disclosed that they will no longer loan money to one of our key competitors.
For example, we disclosed in November 2020 that we had begun the process of notifying current and former employees and would provide additional notifications as required by applicable state and federal law regarding a ransomware attack that 37 impacted a portion of our information technology systems and a limited amount of data that contained personally identifiable information and protected health information.
For example, we disclosed in November 2020 that we had begun the process of notifying current and former employees and would provide additional notifications as required by applicable state and federal law regarding a ransomware attack that impacted a portion of our information technology systems and a limited amount of data that contained personally identifiable information and protected health information.
We may not be able to meet state requirements for capital investment or locate land for the development of new facilities, which could adversely affect our results of operations and future growth. 31 Certain jurisdictions have in the past required successful bidders to make a significant capital investment in connection with the financing of a particular project.
We may not be able to meet state requirements for capital investment or locate land for the development of new facilities, which could adversely affect our results of operations and future growth. Certain jurisdictions have in the past required successful bidders to make a significant capital investment in connection with the financing of a particular project.
Estimated fair values could change and/or decline if there are changes in our capital structure, cost of debt, interest rates, capital expenditure levels, operating cash flows, market capitalization, and the political and regulatory environment. For example, our stock price has experienced volatility and periods of a significant decline over the course of the last several years.
Estimated fair values could change and/or decline if there are changes in our capital structure, cost of debt, interest rates, capital expenditure levels, operating cash flows, market capitalization, and the political and regulatory environment. For example, our stock price has experienced volatility and periods of significant decline over the course of the last several years.
If we are found to have engaged in improper or illegal activities, including under the United States False Claims Act, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeitures of profits, suspension of 39 payments, fines and suspension or disqualification from doing business with certain governmental entities.
If we are found to have engaged in improper or illegal activities, including under the United States False Claims Act, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeitures of profits, suspension of payments, fines and suspension or disqualification from doing business with certain governmental entities.
Risks Related to Taxes Federal, state and local tax rules can adversely impact our results of operations and financial position. We are subject to federal, state and local taxes in the United States, as well as in Australia, Canada, South Africa and the UK. Significant judgment is required in determining the provision for income taxes.
Risks Related to Taxes Federal, state and local tax rules can adversely impact our results of operations and financial position. 36 We are subject to federal, state and local taxes in the United States, as well as in Australia, Canada, South Africa and the UK. Significant judgment is required in determining the provision for income taxes.
Impairment charges taken on our 30 facilities could require material charges to our results of operations. In addition, in order to secure a management contract for these beds, we may need to incur significant capital expenditures to renovate or further expand the facility to meet potential clients’ needs.
Impairment charges taken on our facilities could require material charges to our results of operations. In addition, in order to secure a management contract for these beds, we may need to incur significant capital expenditures to renovate or further expand the facility to meet potential clients’ needs.
We are a Florida corporation and the anti-takeover provisions of Florida law impose various impediments to the ability of a third party to acquire control of our company, even if a change of control would be beneficial to our shareholders. In addition, provisions of our articles of 43 incorporation may make an acquisition of our company more difficult.
We are a Florida corporation and the anti-takeover provisions of Florida law impose various impediments to the ability of a third party to acquire control of our company, even if a change of control would be beneficial to our shareholders. In addition, provisions of our articles of incorporation may make an acquisition of our company more difficult.
Various state partners have or may choose in the future to undertake a review of their utilization of public-private partnerships. For 24 example, California enacted legislation aimed at phasing out public-private partnership contracts for the operation of secure facilities within California and facilities outside of the state of California housing state of California inmates.
Various state partners have or may choose in the future to undertake a review of their utilization of public-private partnerships. For example, California enacted legislation aimed at phasing out public-private partnership contracts for the operation of secure facilities within California and facilities outside of the state of California housing state of California inmates.
Our failure to comply with any of the covenants under our Credit Agreement, the Secured Notes and the Unsecured Note, or any other indebtedness could prevent us from being able to draw on the Revolver, cause an event of default under such documents and result in an acceleration of all of our outstanding indebtedness.
Our failure to comply with any of the covenants under our Credit Agreement, the Secured Notes and the Unsecured Notes, or any other indebtedness could prevent us from being able to draw on the Revolver, cause an event of default under such documents and result in an acceleration of all of our outstanding indebtedness.
In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against us or any guarantor, the collateral securing the other Additional Pari Passu Obligations and the Secured Notes must be used to pay the other Additional Pari Passu Obligations and the Secured Notes ratably as set forth in the First Lien Intercreditor Agreement.
In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against us or any 30 guarantor, the collateral securing the other Additional Pari Passu Obligations and the Secured Notes must be used to pay the other Additional Pari Passu Obligations and the Secured Notes ratably as set forth in the First Lien Intercreditor Agreement.
This anticipated increase in demand could result in higher utilization of our available capacity under existing contracts, as well as through new contracts utilizing our idle correctional and detention facilities or our other existing capacity. However, we can provide no assurance that the federal government will increase the utilization of our available capacity.
This anticipated increase in demand could result in higher utilization of our available capacity under existing contracts, as well as through new contracts utilizing our idle correctional and detention 44 facilities or our other existing capacity. However, we can provide no assurance that the federal government will increase the utilization of our available capacity.
Our success in obtaining new awards and contracts sometimes depends, in part, upon our ability to locate land that can be leased or acquired, on economically favorable terms, by us or other entities working with us in conjunction with our proposal to construct and/or manage 32 a facility.
Our success in obtaining new awards and contracts sometimes depends, in part, upon our ability to locate land that can be leased or acquired, on economically favorable terms, by us or other entities working with us in conjunction with our proposal to construct and/or manage a facility.
If infringement claims are brought against us, whether successfully or not, these assertions could distract 36 management from other tasks important to the success of our business, necessitate us expending potentially significant funds and resources to defend or settle such claims and harm our reputation.
If infringement claims are brought against us, whether successfully or not, these assertions could distract management from other tasks important to the success of our business, necessitate us expending potentially significant funds and resources to defend or settle such claims and harm our reputation.
Long-running pressure on state budgets had eased in prior years amid widespread economic growth and tax revenue gains that resulted in the first budget surpluses in years for many states. The COVID-19 pandemic adversely impacted the economic expansion and budget surpluses enjoyed by numerous states.
Long-running pressure on state budgets had eased in the years prior to the COVID-19 pandemic, amid widespread economic growth and tax revenue gains that resulted in the first budget surpluses in years for many states. The COVID-19 pandemic adversely impacted the economic expansion and budget surpluses enjoyed by numerous states.
If our intellectual property rights are not adequately protected, we may not be able to commercialize our technologies, products or services and our competitors could commercialize our technologies, which could result in a decrease in our sales and market share that would harm our business and operating results.
If our intellectual property rights are not adequately protected, we may not be able to commercialize our technologies, products or services and our 38 competitors could commercialize our technologies, which could result in a decrease in our sales and market share that would harm our business and operating results.
We pursue select dispositions of assets and businesses that meet our criteria for maximizing the realization of value for such assets or businesses and for furthering our goal of deleveraging our balance sheet and reducing funded recourse debt. The pursuit of acquisitions or dispositions may pose certain risks to us.
We pursue select dispositions of assets and businesses that meet our criteria for maximizing the realization of value for such assets or businesses and for 40 furthering our goal of deleveraging our balance sheet and reducing funded recourse debt. The pursuit of acquisitions or dispositions may pose certain risks to us.
In addition, public-private partnerships are increasingly subject to government legislation and regulation attempting to restrict the ability of private sector companies to operate facilities housing certain classifications of individuals, such as individuals from other jurisdictions or individuals at higher security levels.
In addition, public-private partnerships are increasingly subject to government legislation and regulation attempting to restrict the ability of private sector companies to operate facilities housing certain classifications of individuals, such as individuals from other 41 jurisdictions or individuals at higher security levels.
We may not be able to achieve the anticipated operating and cost synergies or long-term strategic benefits of our acquisitions within the anticipated timing or at all. For example, elimination of duplicative costs may not be fully 38 achieved or may take longer than anticipated.
We may not be able to achieve the anticipated operating and cost synergies or long-term strategic benefits of our acquisitions within the anticipated timing or at all. For example, elimination of duplicative costs may not be fully achieved or may take longer than anticipated.
Such negative events may also result in a significant increase in our liability insurance costs. We may incur significant start-up and operating costs on new contracts before receiving related revenues, which may impact our cash flows and not be recouped.
Such negative events may also result in a significant increase in our liability insurance costs. 34 We may incur significant start-up and operating costs on new contracts before receiving related revenues, which may impact our cash flows and not be recouped.
We may incur Additional Pari 28 Passu Obligations in the future. Any Additional Pari Passu Obligations incurred in the future will adversely affect the relative position of the holders of the Secured Notes with respect to the collateral securing such Secured Notes. No appraisals of any collateral were prepared in connection with the offering of the Secured Notes.
We may incur Additional Pari Passu Obligations in the future. Any Additional Pari Passu Obligations incurred in the future will adversely affect the relative position of the holders of the Secured Notes with respect to the collateral securing such Secured Notes. No appraisals of any collateral were prepared in connection with the offering of the Secured Notes.
Because portions of our senior indebtedness have floating interest rates, an increase in interest rates would adversely affect cash flows. Borrowings under our Credit Agreement bear interest at a variable rate using a spread over SOFR.
Because portions of our senior indebtedness have floating interest rates, an increase in interest rates would adversely affect cash flows. 29 Borrowings under our Credit Agreement bear interest at a variable rate using a spread over SOFR.
We have public-private partnership contracts in place with ICE and the U.S. Marshals Service relating to facilities located in California. Also, the State of Washington has enacted legislation similar to the California law.
We have public-private partnership contracts in place with ICE and the U.S. Marshals Service relating to facilities located in California. Also, the State of Washington has enacted legislation 26 similar to the California law.
In addition, we may choose to issue additional debt that is convertible or exchangeable for other securities, including our common stock, or that has rights, preferences and privileges senior to our common stock.
In addition, we may choose to issue additional debt that is 45 convertible or exchangeable for other securities, including our common stock, or that has rights, preferences and privileges senior to our common stock.
An increase in our borrowing costs, limitations on our ability to access the global capital and credit markets or a reduction in our liquidity can adversely affect our financial condition, results of operations and cash flows. 26 The covenants in the indentures governing the Secured Notes and the Unsecured Notes and the covenants in our Credit Agreement impose significant operating and financial restrictions which may adversely affect our ability to operate our business.
An increase in our borrowing costs, limitations on our ability to access the global capital and credit markets or a reduction in our liquidity can adversely affect our financial condition, results of operations and cash flows. 28 The covenants in the indentures governing the Secured Notes and the Unsecured Notes and the covenants in our Credit Agreement impose significant operating and financial restrictions which may adversely affect our ability to operate our business.
We intend to finance these and future projects using our own funds, including cash on hand, cash flow from operations and borrowings under the revolver. In addition to these current estimated capital requirements for 2025, we are currently in the process of bidding on, or evaluating potential bids for the design, construction and management of a number of new projects.
We intend to finance these and future projects using our own funds, including cash on hand, cash flow from operations and borrowings under the revolver. In addition to these current estimated capital requirements for 2026, we are currently in the process of bidding on, or evaluating potential bids for the design, construction and management of a number of new projects.
While approximately 57% of our workforce is covered by collective bargaining agreements, increases in organizational activity or any future work stoppages could have a material adverse effect on our business, financial condition, or results of operations. Our profitability may be materially adversely affected by inflation.
While approximately 54% of our workforce is covered by collective bargaining agreements, increases in organizational activity or any future work stoppages could have a material adverse effect on our business, financial condition, or results of operations. Our profitability may be materially adversely affected by inflation.
Further, a number of states and foreign governments in which we operate may experience budget constraints for fiscal year 2025. We cannot assure you that these constraints would not result in reductions in per diems, delays in payment for services rendered or unilateral termination of contracts.
Further, a number of states and foreign governments in which we operate may experience budget constraints for fiscal year 2026. We cannot assure you that these constraints would not result in reductions in per diems, delays in payment for services rendered or unilateral termination of contracts.
Various states have passed laws pertaining to the processing of personal data that require companies, including us, to provide new disclosures and options to such persons about data collection, use and sharing practices. Some of these laws are already in effect, while others will go into effect during 2025.
Various states have passed laws pertaining to the processing of personal data that require companies, including us, to provide new disclosures and options to such persons about data collection, use and sharing practices. Some of these laws are already in effect, while others will go into effect during 2026 and 2027.
The subjective nature and wide variety of frameworks and methods used by various stakeholders, including investors, to assess a company with respect to ESG criteria can result in the application or perception of negative ESG factors or a misrepresentation of our ESG policies and practices.
The subjective nature and wide variety of frameworks and methods used by various stakeholders, including investors, to assess a company with respect to ESG criteria can result in the application or perception of negative ESG factors or a misrepresentation of our corporate social responsibility or ESG policies and practices.
In the event that we win bids for these projects and decide to self-finance their construction, our capital requirements in 2025 could materially increase.
In the event that we win bids for these projects and decide to self-finance their construction, our capital requirements in 2026 could materially increase.
If government agencies were to use these provisions to terminate, or renegotiate the terms of their agreements with us, our financial condition and results of operations could be materially adversely affected. As of December 31, 2024, 18 of our facility management contracts, as well as certain of our other management contracts, may be subject to competitive re-bid in 2025.
If government agencies were to use these provisions to terminate, or renegotiate the terms of their agreements with us, our financial condition and results of operations could be materially adversely affected. As of December 31, 2025, 29 of our facility management contracts, as well as certain of our other management contracts, may be subject to competitive re-bid in 2026.
Risks Related to Our Business and Services • The loss of, or a significant decrease in revenues from, our limited number of customers could seriously harm our financial condition and results of operations. • Efforts to reduce the U.S. federal deficit could adversely affect our liquidity, results of operations and financial condition. • Fluctuations in occupancy levels or participation in ISAP could cause a decrease in revenues and profitability. 22 • State budgetary constraints may have a material adverse impact on us. • Loss of our facility management contracts could adversely affect our results of operations and liquidity. • Our growth depends on our ability to secure contracts to develop and manage new secure facilities, processing centers, and community based facilities and to secure contracts to provide electronic monitoring services, community based reentry services and monitoring and supervisions services, the demand for which is outside our control. • Competition for contracts may adversely affect the profitability of our business. • We are dependent on government appropriations. • Adverse publicity may negatively impact our ability to retain existing contracts and obtain new contracts. • We may incur significant start-up and operating costs on new contracts before receiving related revenues. • Catastrophic events could disrupt operations and otherwise materially adversely affect our business. • Our international operations expose us to risks that could materially adversely affect our financial conditions and results of operations. • We are dependent upon our senior management and our ability to attract and retain sufficient qualified personnel. • Adverse developments in our relationship with our employees could adversely affect our business, financial condition or results of operations. • Our profitability may be adversely affected by inflation.
Risks Related to Our Business and Services • The loss of, or a significant decrease in revenues from, our limited number of customers could seriously harm our financial condition and results of operations. • Efforts to reduce the U.S. federal deficit could adversely affect our liquidity, results of operations and financial condition. 24 • Fluctuations in occupancy levels or participation in ISAP could cause a decrease in revenues and profitability. • State budgetary constraints may have a material adverse impact on us. • Loss of our facility management contracts could adversely affect our results of operations and liquidity. • Our growth depends on our ability to secure contracts to develop and manage new secure facilities, processing centers, and community based facilities and to secure contracts to provide electronic monitoring services, community based reentry services and monitoring and supervisions services, the demand for which is outside our control. • Competition for contracts may adversely affect the profitability of our business. • We are dependent on government appropriations. • Adverse publicity may negatively impact our ability to retain existing contracts and obtain new contracts. • We may incur significant start-up and operating costs on new contracts before receiving related revenues. • Our international operations expose us to risks that could materially adversely affect our financial conditions and results of operations. • We are dependent upon our senior management and our ability to attract and retain sufficient qualified personnel. • Adverse developments in our relationship with our employees could adversely affect our business, financial condition or results of operations.
Any harm to our reputation resulting from setting these standards or our failure or perceived failure to meet such standards or resulting from the reporting of our political contributions and lobbying activities could impact: the willingness of our governmental partners, vendors and suppliers to do business with us or the quality of our relationships with our governmental partners, vendors and suppliers; our ability to access capital in the debt or equity markets; our investors willingness or ability to purchase or hold our securities; and employee retention and the quality of relations with our employees, any of which could adversely affect our business, financial condition and/or results of operations.
Any harm to our reputation resulting from setting these standards or our failure or perceived failure to meet such standards could impact: the willingness of our governmental partners, vendors and suppliers to do business with us or the quality of our relationships with our governmental partners, vendors and suppliers; our ability to access capital in the debt or equity markets; our investors willingness or ability to purchase or hold our securities; and employee retention and the quality of relations with our employees, any of which could adversely affect our business, financial condition and/or results of operations.
At December 31, 2024, we also had approximately AUD53 million (or approximately $33 million based on exchange rates at December 31, 2024) in letters of credit outstanding under our Australian letter of credit facility in connection with certain performance guarantees related to the Ravenhall facility. Our substantial indebtedness could have important consequences.
At December 31, 2025, we also had approximately AUD53 million (or approximately $35 million based on exchange rates at December 31, 2025) in letters of credit outstanding under our Australian letter of credit facility in connection with certain performance guarantees related to the Ravenhall facility. Our substantial indebtedness could have important consequences.
While we believe we currently have adequate borrowing capacity under our senior credit facility to fund our operations and all of our committed capital expenditure projects, we may need additional borrowings or financing from other sources in order to complete potential capital expenditures related to new projects in the future.
While we believe we currently have adequate liquidity from cash on hand, cash flow from operations and borrowing capacity under our senior credit facility to fund our operations and all of our committed capital expenditure projects, we may need additional borrowings or financing from other sources in order to complete potential capital expenditures related to new projects in the future.
These contracts in the aggregate represented 21% and approximately $498 million of our 2024 consolidated revenues. We cannot in fact assure you that we will prevail in future re-bid situations or that any competitive re-bids we win will be on terms more favorable to us than those in existence with respect to the applicable expiring contract.
These contracts in the aggregate represented approximately 18% and approximately $469 million of our 2025 consolidated revenues. We cannot in fact assure you that we will prevail in future re-bid situations or that any competitive re-bids we win will be on terms more favorable to us than those in existence with respect to the applicable expiring contract.
Included in these projects are planned expenditures to deliver expanded detention capacity, secure transportation and electronic monitoring services to ICE. Of these projects, we estimate that approximately $40 to $45 million are related to facility maintenance costs.
Included in these projects are planned expenditures to deliver expanded detention capacity, secure transportation and electronic monitoring services to ICE. Of these projects, we estimate that approximately $80 to $95 million are related to facility maintenance costs.
As of December 31, 2024, we had $430.8 million of indebtedness outstanding under our Credit Agreement, and a one percent increase in the interest rate applicable to our Credit Agreement would increase our annual interest expense by approximately $4 million. We depend on distributions from our subsidiaries to make payments on our indebtedness. These distributions may not be made.
As of December 31, 2025, we had $358.6 million of indebtedness outstanding under our Credit Agreement, and a one percent increase in the interest rate applicable to our Credit Agreement would increase our annual interest expense by approximately $4 million. We depend on distributions from our subsidiaries to make payments on our indebtedness. These distributions may not be made.
For example, on January 26, 2021, President Biden signed an Executive Order directing the United States Attorney General not to renew Department of Justice contracts with privately operated criminal detention facilities.
For example, on January 26, 2021, President Biden signed an Executive Order directing the United States Attorney General not to renew DOJ contracts with privately operated criminal detention facilities.
When we are awarded a facility management contract or open a new facility, depending on the service we have been contracted to provide, we may need to hire operating, management, correctional officers, security staff, physicians, nurses and other qualified personnel.
In addition, the services we provide are labor-intensive. When we are awarded a facility management contract or open a new facility, depending on the service we have been contracted to provide, we may need to hire operating, management, correctional officers, security staff, physicians, nurses and other qualified personnel.
For the years ended December 31, 2024 and 2023, our international operations accounted for approximately 9% and 8%, respectively, of our consolidated revenues from operations. We face risks associated with our operations outside the United States.
For the years ended December 31, 2025 and 2024, our international operations accounted for approximately 7% and 9%, respectively, of our consolidated revenues from operations. We face risks associated with our operations outside the United States.
Adverse developments in our relationship with our employees could adversely affect our business, financial condition or results of operations. At December 31, 2024, approximately 57% of our workforce was covered by collective bargaining agreements and, as of such date, collective bargaining agreements with approximately 17% of our employees were set to expire in less than one year.
Adverse developments in our relationship with our employees could adversely affect our business, financial condition or results of operations. At December 31, 2025, approximately 54% of our workforce was covered by collective bargaining agreements and, as of such date, collective bargaining agreements with approximately 9% of our employees were set to expire in less than one year.
As of December 31, 2024, we had the ability to borrow $137.1 million under our revolver, after applying the limitations and restrictions in our debt covenants and subject to our satisfying the relevant borrowing conditions under our senior credit facility with respect to the incurrence of additional indebtedness.
As of December 31, 2025, we had the ability to borrow $47.0 million under our revolver, after applying the limitations and restrictions in our debt covenants and subject to our satisfying the relevant borrowing conditions under our senior credit facility with respect to the incurrence of additional indebtedness.
As of December 31, 2024, we had the ability to borrow an additional $137.1 million under the revolver portion of our credit agreement after applying the limitations and restrictions in our debt covenants and subject to our satisfying the relevant borrowing conditions under the senior credit facility.
As of December 31, 2025, we had the ability to borrow an additional $47.0 million under the revolver portion of our credit agreement after applying the limitations and restrictions in our debt covenants and subject to our satisfying the relevant borrowing conditions under the senior credit facility.
Risks Related to our Electronic Monitoring Products and Technology • Technological changes could cause our electronic monitoring products and technology to become obsolete or require a redesign. • Any negative changes in the level of acceptance of or resistance to the use of electronic monitoring products and services by government customers could have a material adverse effect on our business, financial condition and results of operations. • Our electronic monitoring products and services could be harmed due to our dependence on a limited number of third-party suppliers. • An inability to acquire, protect or maintain our intellectual property could harm our ability to compete or grow. • Our electronic monitoring products could infringe on the intellectual property rights of others. • We may be subject to costly product liability claims from the use of our electronic monitoring products.
Risks Related to our Electronic Monitoring Products and Technology • Technological changes could cause our electronic monitoring products and technology to become obsolete or require a redesign. • Any negative changes in the level of acceptance of or resistance to the use of electronic monitoring products and services by government customers could have a material adverse effect on our business, financial condition and results of operations. • An inability to acquire, protect or maintain our intellectual property could harm our ability to compete or grow. • We may be subject to costly product liability claims from the use of our electronic monitoring products.
Any delays in payment, or the termination of a contract, could have a material adverse effect on our cash flow and financial condition, which may make it difficult to satisfy our payment obligations on our indebtedness, including the Secured Notes, Unsecured Notes and the Credit Agreement, in a timely manner.
Any delays in payment, including as a result of the most recent government shutdown or a future government shutdown, or the termination of a contract, could have a material adverse effect on our cash flow and financial condition, which may make it difficult to satisfy our payment obligations on our indebtedness, including the Secured Notes, Unsecured Notes and the Credit Agreement, in a timely manner.
We are incurring significant indebtedness in connection with substantial ongoing capital expenditures. Capital expenditures for existing and future projects may materially strain our liquidity. We currently have several active projects that we anticipate spending approximately $125 to $145 million on capital expenditures in 2025.
We are incurring significant indebtedness in connection with substantial ongoing capital expenditures. Capital expenditures for existing and future projects may materially strain our liquidity. We currently have several active projects that we anticipate spending approximately $120 to $155 million on capital expenditures in 2026.
For example, it could: • make it more difficult for us to satisfy our obligations with respect to our senior notes and our other debt and liabilities; • require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • increase our vulnerability to adverse economic and industry conditions; • place us at a competitive disadvantage compared to competitors that may be less leveraged; • restrict us from pursuing strategic acquisitions or exploiting certain business opportunities; • limit our ability to borrow additional funds or refinance existing indebtedness on favorable terms; and • require us to sell assets or take other actions to service our debt obligations.
For example, it could: • make it more difficult for us to satisfy our obligations with respect to our senior notes and our other debt and liabilities; • require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • increase our vulnerability to adverse economic and industry conditions; • place us at a competitive disadvantage compared to competitors that may be less leveraged; • restrict us from pursuing strategic acquisitions or exploiting certain business opportunities; • limit our ability to borrow additional funds or refinance existing indebtedness on favorable terms; and • require us to sell assets or take other actions to service our debt obligations. 27 If we are unable to meet our debt service obligations, we may need to reduce capital expenditures, restructure or refinance our indebtedness, obtain additional equity financing, suspend repurchases under our share repurchase program or sell assets.
Additionally, considerable uncertainty exists regarding how future budget and program decisions will develop, including the spending priorities of the new U.S. presidential administration and Congress and what challenges budget reductions will present for us and our industry generally.
Additionally, considerable uncertainty exists regarding how future budget and program decisions will continue to evolve, including the spending priorities of the U.S. presidential administration and Congress and what challenges any budget reductions will present for us and our industry generally.
As of December 31, 2024, we had the ability to borrow $137.1 million under the revolver after applying the limitations and restrictions in our debt covenants and subject to our satisfying the relevant borrowing conditions under the senior credit facility.
As of December 31, 2025, we had the ability to borrow $47.0 million under the revolver after applying the limitations and restrictions in our debt covenants and subject to our satisfying the relevant borrowing conditions under the senior credit facility.
We are dependent upon our senior management and our ability to attract and retain sufficient qualified personnel. We are dependent upon the continued service of each member of our senior management team, including George C. Zoley, Ph.D., our Executive Chairman, J. David Donahue, our Chief Executive Officer, Mark J.
We are dependent upon our senior management and our ability to attract and retain sufficient qualified personnel. We are dependent upon the continued service of each member of our senior management team, including George C. Zoley, Ph.D., our current Executive Chairman and Chairman and Chief Executive Officer effective March 1, 2026, Mark J.
Our 8.625% senior secured notes due 2029 (“Secured Notes” or “8.625% Secured Notes Due 2029”) and our 10.250% senior notes due 2031 (“Unsecured Notes” or “10.250% Unsecured Notes due 2031”) mature in April 2029 and April 2031, respectively.
The revolving credit commitments under our credit agreement mature in April 2029. Our 8.625% senior secured notes due 2029 (“Secured Notes” or “8.625% Secured Notes Due 2029”) and our 10.250% senior notes due 2031 (“Unsecured Notes” or “10.250% Unsecured Notes due 2031”) mature in April 2029 and April 2031, respectively.
If our subsidiaries do not make such payments to us, our ability to repay our indebtedness may be materially adversely affected. For the year ended December 31, 2024, our subsidiaries accounted for 54.9% of our consolidated revenues, and as of December 31, 2024, our subsidiaries accounted for 90.9% of our total assets.
If our subsidiaries do not make such payments to us, our ability to repay our indebtedness may be materially adversely affected. For the year ended December 31, 2025, our subsidiaries accounted for 51.6% of our consolidated revenues, and as of December 31, 2025, our subsidiaries accounted for 85.6% of our total assets.
Sales or issuances of shares of our common stock, or the perception that such sales or issuances could occur, could adversely affect the price for our common stock. As of December 31, 2024, there were 225,000,000 shares of common stock authorized under our Articles of Incorporation, of which 140,181,318 shares were outstanding.
Sales or issuances of shares of our common stock, or the perception that such sales or issuances could occur, could adversely affect the price for our common stock. As of December 31, 2025, there were 225,000,000 shares of common stock authorized under our Articles of Incorporation, of which 136,242,983 shares were outstanding.
Marshals Service, accounted for 61.8% and 62.2% of our total consolidated revenues for the year ended December 31, 2024 and 2023, respectively, through multiple individual contracts, with the BOP accounting for 3.1% and 2.9% of our total consolidated revenues for 2024 and 2023, respectively, ICE accounting for 41.5% and 42.7% of our total consolidated revenues for 2024 and 2023, respectively, and the U.S.
Marshals Service, accounted for 66.6% and 61.8% of our total consolidated revenues for the year ended December 31, 2025 and 2024, respectively, through multiple individual contracts, with the BOP accounting for 2.6% and 3.1% of our total consolidated revenues for 2025 and 2024, respectively, ICE accounting for 47.6% and 41.5% of our total consolidated revenues for 2025 and 2024, respectively, and the U.S.
If we are unable to anticipate or timely respond to technological changes, our business could be adversely affected and could compromise our competitive position, particularly if our competitors announce or introduce new electronic monitoring products and services in advance of us.
If we are unable to anticipate or timely respond to technological changes, our business could be adversely affected and could compromise our competitive position, particularly if our competitors announce or introduce new electronic monitoring products and services in advance of us. Additionally, new electronic monitoring products and technology face the uncertainty of customer acceptance and reaction from competitors.
Our failure to achieve progress on our human rights and ESG policies and practices on a timely basis, or at all, meet human rights or ESG criteria set by third parties, or provide the disclosure relating to human rights, ESG, political and lobbying activities which any third parties may believe is necessary or appropriate could adversely affect our business, financial condition and/or results of operations.
Our failure to meet human rights or ESG criteria set by third parties, or provide the disclosure relating to human rights, ESG, political and lobbying activities which any third parties may believe is necessary or appropriate could adversely affect our business, financial condition and/or results of operations.
We have a substantial amount of goodwill and other intangible assets resulting from business acquisitions. As of December 31, 2024, we had $882.6 million of goodwill and other intangible assets.
We have a substantial amount of goodwill and other intangible assets resulting from business acquisitions. As of December 31, 2025, we had $873.4 million of goodwill and other intangible assets.
Additionally, new electronic monitoring products and technology face the uncertainty of customer acceptance and reaction from competitors. 35 Any negative changes in the level of acceptance of or resistance to the use of electronic monitoring products and services by governmental customers could have a material adverse effect on our business, financial condition and results of operations.
Any negative changes in the level of acceptance of or resistance to the use of electronic monitoring products and services by governmental customers could have a material adverse effect on our business, financial condition and results of operations.
Marshals Service accounting for 17.2% and 16.7% of our total consolidated revenues for 2024 and 2023, respectively. However, no individual contract with these clients accounted for more than 10.0% of our total consolidated revenues for 2024 and 2023 except for our ISAP contract that accounted for approximately 10% and 14% of our consolidated revenues, respectively.
Marshals Service accounting for 15.9% and 17.2% of our total consolidated revenues for 2025 and 2024, respectively. No individual contract with these clients accounted for more than 10.0% of our total consolidated revenues for 2025. However, in 2024 our ISAP contract accounted for approximately 10% of our total consolidated revenues.
Our growth is primarily dependent upon our ability to obtain new contracts to develop and/or manage secure, processing, and community based facilities under public-private partnerships. Additionally, our growth is generally dependent upon our ability to obtain new contracts to offer electronic monitoring services, provide community-based reentry services and provide monitoring and supervision services.
Our growth is primarily dependent upon our ability to obtain new contracts to develop and/or manage secure, processing, and community based facilities under public-private partnerships.
Investors that purchase shares of our common stock during a short squeeze may lose a significant portion of their investment.
Investors that purchase shares of our common stock during a short squeeze may lose a significant portion of their investment. Item 1B. Unresolv ed Staff Comments None.
In our Reentry Services segment, as of December 31, 2024, we were marketing 1,189 vacant beds with a net book value of approximately $26.8 million at four of our idle facilities to potential customers. The combined annual carrying cost of these idle facilities in 2025 is estimated to be $33.0 million, including depreciation expense of $16.8 million.
In our Reentry Services segment, as of December 31, 2025, we were marketing 750 vacant beds with a net book value of approximately $11.6 million at two of our idle facilities to potential customers. The combined annual carrying cost of these idle facilities in 2026 is estimated to be $23.4 million, including depreciation expense of $12.0 million.
In the event that we have a disagreement with a joint venture partner or consortium business partner as to the resolution of a particular issue to come before the joint venture or consortium, or as to the management or conduct of the business of the joint venture or consortium in general, we may not be able to resolve such disagreement in our favor and such disagreement could have a material adverse effect on our interest in the joint venture or consortium or the business of the joint venture or consortium in general.
In the event that we have a disagreement with a joint venture partner or consortium business partner as to the resolution of a particular issue to come before the joint venture or consortium, or as to the management or conduct of the business of the joint venture or consortium in general, we may not be able to resolve such disagreement in our favor and such disagreement could have a material adverse effect on our interest in the joint venture or consortium or the business of the joint venture or consortium in general. 35 The rising cost and increasing difficulty of obtaining adequate levels of surety credit on favorable terms could adversely affect our operating results.
While we maintain liability insurance, it is possible that a successful claim could be made against us, that the amount of our insurance coverage would not be adequate to cover the costs of defending against or paying such a claim, or that damages payable by us would harm our business.
While we maintain liability insurance, it is possible that a successful claim could be made against us, that the amount of our insurance coverage would not be adequate to cover the costs of defending against or paying such a claim, or that damages payable by us would harm our business. 39 Risks Related to Information Technology and Cybersecurity The interruption, delay or failure of the provision of our services or information systems could adversely affect our business.
Risks Related to Information Technology and Cybersecurity The interruption, delay or failure of the provision of our services or information systems could adversely affect our business. Certain segments of our business depend significantly on effective information systems. As with all companies that utilize information technology, we are vulnerable to negative impacts if information is inadvertently interrupted, delayed, compromised or lost.
Certain segments of our business depend significantly on effective information systems. As with all companies that utilize information technology, we are vulnerable to negative impacts if information is inadvertently interrupted, delayed, compromised or lost.
As of December 31, 2024 and 2023, we had $62.9 million and $75.8 million, respectively, outstanding in letters of credit and $110.0 million and zero, respectively, in borrowings outstanding under our revolver.
As of December 31, 2025 and 2024, we had $44.4 million and $62.9 million, respectively, outstanding in letters of credit and $358.6 million and $110.0 million, respectively, in borrowings outstanding under our revolver.
As a result, to the extent our exposure to increases in interest rates is not eliminated through interest rate protection agreements, such increases will result in higher debt service costs which will adversely affect our cash flows.
As a result, to the extent our exposure to increases in interest rates is not eliminated through interest rate protection agreements, such increases will result in higher debt service costs which will adversely affect our cash flows. We currently do not have interest rate protection agreements in place to protect against interest rate fluctuations on borrowings under our Credit Agreement.
Our ownership of secure and processing facilities subjects us to risks typically associated with investments in real estate. Investments in real estate, and in particular, secure and processing facilities, are relatively illiquid and, therefore, our ability to divest ourselves of one or more of our facilities promptly in response to changed conditions is limited.
Investments in real estate, and in particular, secure and processing facilities, are relatively illiquid and, therefore, our ability to divest ourselves of one or more of our facilities promptly in response to changed conditions is limited. Investments in secure and processing facilities, in particular, subject us to risks involving potential exposure to environmental liability and uninsured loss.
Risks Related to Legal, Regulatory and Compliance Matters • Failure to comply with regulations and contractual requirements could have a material adverse effect. • Our business operations expose us to various liabilities for which we may not have adequate insurance, including legal claims and proceedings, and may have a material adverse effect on our business, financial condition or results of operations. • We may not be able to obtain or maintain the insurance levels required by our government contracts.
Risks Related to Acquisitions and Dispositions • We may not be able to successfully identify or consummate acquisitions or dispositions. • Our goodwill or other intangible assets may become impaired. 25 Risks Related to Legal, Regulatory and Compliance Matters • Failure to comply with regulations and contractual requirements could have a material adverse effect. • Our business operations expose us to various liabilities for which we may not have adequate insurance, including legal claims and proceedings, and may have a material adverse effect on our business, financial condition or results of operations.
Risks Related to Our High Level of Indebtedness Our level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our debt service obligations. We have a significant amount of indebtedness.
Risks Related to Our High Level of Indebtedness Our level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our debt service obligations. We have a significant amount of indebtedness. Our total consolidated indebtedness as of December 31, 2025 and 2024 was approximately $1.7 billion.
Secure Services segment, as of December 31, 2024, we were marketing 10,486 vacant beds with a net book value of approximately $260.6 million at seven of our idle facilities to potential customers.
Secure Services segment, as of December 31, 2025, we were marketing 5,896 vacant beds with a net book value of approximately $180.9 million at six of our idle facilities to potential customers.
If the applicable governmental customers do not receive sufficient appropriations to cover their contractual obligations, they may delay or reduce payment to us or terminate their contracts with us.
Our revenues depend on our governmental customers receiving sufficient funding and providing us with timely payment under the terms of our contracts. If the applicable governmental customers do not receive sufficient appropriations to cover their contractual obligations, they may delay or reduce payment to us or terminate their contracts with us.
Risks Related to Our Common Stock • The market price of our common stock may vary substantially. • Expectations about the growth in the utilization of detention beds by the federal government may not be realized, which may adversely impact our stock price. • Future sales or issuances of shares of our common stock could adversely affect the market price of our common stock and may be dilutive to current shareholders. • Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have an adverse effect on our business and the trading price of our common stock. • The Company could be negatively affected as a result of the actions of activist or hostile shareholders. • A “short squeeze” due to a sudden increase in demand for shares of our common stock that largely exceeds supply has led to, and may continue to lead to, extreme price volatility in shares of our common stock.
Risks Related to Our Common Stock • The market price of our common stock may vary substantially. • Expectations about the growth in the utilization of detention beds by the federal government may not be realized, which may adversely impact our stock price. • Future sales or issuances of shares of our common stock could adversely affect the market price of our common stock and may be dilutive to current shareholders. • A “short squeeze” due to a sudden increase in demand for shares of our common stock that largely exceeds supply has led to, and may continue to lead to, extreme price volatility in shares of our common stock.
In addition, we may not continue to have access to surety credit or be able to secure bonds economically, without additional collateral, or at the levels required for any potential facility development or contract bids.
If we are unable to effectively pass along surety costs to our customers, any increase in surety costs could adversely affect our operating results. In addition, we may not continue to have access to surety credit or be able to secure bonds economically, without additional collateral, or at the levels required for any potential facility development or contract bids.
Risks Related to Information Technology and Cybersecurity • The interruption, delay or failure of the provision of our services or information systems could adversely affect our business. • The failure to comply with data privacy, security and exchange legal requirements could have a material adverse impact on our business. 23 Risks Related to Acquisitions and Dispositions • We may not be able to successfully identify or consummate acquisitions or dispositions. • Our goodwill or other intangible assets may become impaired.
Risks Related to Information Technology and Cybersecurity • The interruption, delay or failure of the provision of our services or information systems could adversely affect our business. • The failure to comply with data privacy, security and exchange legal requirements could have a material adverse impact on our business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe underlying controls of the cyber risk management program are based on recognized best practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”) and the Center for Internet Security controls.
Biggest changeThe underlying controls of the cyber risk management program are based on recognized best practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework 46 (“CSF”) and the Center for Internet Security controls.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed2 unchanged
Biggest changeAs a result of the BI acquisition in February 2011 and the Protocol acquisition in February 2014, we are also currently leasing office space in Boulder, Colorado and Aurora, Illinois, respectively. We also lease office space in Sydney and Melbourne, Australia, and in Sandton, South Africa, through our overseas affiliates to support our Australian, and South African operations, respectively.
Biggest changeWe also lease office space in Sydney and Melbourne, Australia, and in Sandton, South Africa, through our overseas affiliates to support our Australian, and South African operations, respectively. We consider our office space adequate for our current operations.
We consider our office space adequate for our current operations. See the Facilities and Day Reporting Centers listed under Item 1 for a list of the correctional, detention and reentry properties we own or lease in connection with our operations and specifically our U.S. Secure Services segment, our Reentry Services segment and our International Services segment. 45
See the Facilities and Day Reporting Centers listed under Item 1 for a list of the correctional, detention and reentry properties we own or lease in connection with our operations and specifically our U.S. Secure Services segment, our Reentry Services segment and our International Services segment.
In addition, we lease office space for our eastern regional office in Charlotte, North Carolina; our central regional office in San Antonio, Texas; and our western regional office in Los Angeles, California.
In addition, we lease office space for our eastern regional office in Charlotte, North Carolina; our central regional office in San Antonio, Texas; and our western regional office in Los Angeles, California. We are also currently leasing office space in Boulder, Colorado and Aurora, Illinois in connection with our BI subsidiary.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

25 edited+14 added−16 removed24 unchanged
Biggest changeGEO Group, was filed on September 26, 2017, by immigration detainees against the Company in the U.S. District Court for the Western District of Washington.
Biggest changeThe Supreme Court further stated that the holding still allows immediate appellate review of a ruling on a Yearsley defense via a separate appellate certification process. 47 The first of two State of Washington lawsuits, Nwauzor v. GEO Group, was filed on September 26, 2017, by immigration detainees against the Company in the U.S.
The second lawsuit was filed on September 20, 2017, by the State Attorney General against the Company in the Superior Court of the State of Washington for Pierce County, which the Company removed to the U.S. District Court for the Western District of Washington on October 9, 2017.
District Court for the Western District of Washington. The second lawsuit was filed on September 20, 2017, by the State Attorney General against the Company in the Superior Court of the State of Washington for Pierce County, which the Company removed to the U.S. District Court for the Western District of Washington on October 9, 2017.
Other Litigation The nature of the Company's business also exposes it to various other legal claims or litigation, including, but not limited to, civil rights claims relating to conditions of confinement and/or mistreatment, sexual misconduct claims brought by individuals in its care, medical malpractice claims, claims related to deaths in custody, product liability claims, intellectual property infringement claims, claims relating to employment matters (including, but not limited to, employment discrimination claims, union grievances and wage and hour claims), property loss claims, environmental claims, automobile liability claims, indemnification claims by its customers and other third-parties, contractual claims and claims for personal injury or other damages resulting from contact with the Company's facilities, programs, electronic monitoring products, personnel or detainees, including damages arising from the escape of an individual in its care or from a disturbance or riot at a facility.
Other Litigation The nature of the Company's business also exposes it to various other legal claims or litigation, including, but not limited to, civil rights claims relating to conditions of confinement and/or mistreatment, sexual misconduct claims brought by individuals in its care, medical malpractice claims, claims related to deaths in custody, product liability claims, intellectual property infringement claims, claims relating to employment matters (including, but not limited to, employment discrimination claims, union grievances and wage and hour claims), property 49 loss claims, environmental claims, automobile liability claims, indemnification claims by its customers and other third-parties, contractual claims and claims for personal injury or other damages resulting from contact with the Company's facilities, programs, electronic monitoring products, personnel or detainees, including damages arising from the escape of an individual in its care or from a disturbance or riot at a facility.
The complaint alleges that federal detainees who volunteer to participate in the VWP at GEO’s Mesa Verde and Golden State Annex ICE facilities are employees of GEO and entitled to the state’s minimum wage. Plaintiffs also make claims for unfair competition, unjust enrichment, human trafficking, forced labor, California's Private Attorneys General Act and retaliation.
The complaint alleges that federal detainees who volunteer to participate in the VWP at GEO’s Mesa Verde and Golden State Annex ICE facilities are employees of GEO and entitled to the state’s minimum wage. Plaintiffs also make claims for unfair competition, unjust 48 enrichment, human trafficking, forced labor, California's Private Attorneys General Act, and retaliation.
Challenges to State Legislation that Conflict with Federal Contracts 47 On July 13, 2023, the Company filed a lawsuit in the U.S. District Court for the Western District of Washington against the State of Washington for declaratory and injunctive relief challenging the State of Washington’s newly enacted law – House Bill 1470.
Challenges to State Legislation that Conflict with Federal Contracts On July 13, 2023, the Company filed a lawsuit in the U.S. District Court for the Western District of Washington against the State of Washington for declaratory and injunctive relief challenging the State of Washington’s newly enacted law – House Bill 1470.
All trial dates were stayed by court order pending appeal of certain of GEO's defenses to the Tenth Circuit Court of Appeal. Oral argument before the Tenth Circuit was held on September 18, 2023.
All trial dates were stayed by court order pending appeal of certain of GEO's defenses to the Tenth Circuit Court of Appeals. Oral argument before the Tenth Circuit was held on September 18, 2023.
The Department of Justice also contended that the immigration statutory structure approved by Congress does not contemplate a role for states or state law in governing the VWP for federal detainees. On January 16, 2025, the Ninth Circuit Court of Appeals issued an Opinion by a 2-1 vote affirming the lower court’s decision. That Opinion includes a 24-page dissenting opinion.
The Department of Justice also contended that the immigration statutory structure approved by Congress does not contemplate a role for states or state law in governing the VWP for federal detainees. On January 16, 2025, the Ninth Circuit issued an Opinion by a 2-1 vote affirming the lower court’s decision. That Opinion includes a 24-page dissenting opinion.
The Company's accruals for loss contingencies are reviewed quarterly and adjusted as additional information becomes available. The Company generally does not accrue for anticipated legal fees and costs but expenses those items as incurred. Item 4. Mine Saf ety Disclosures Not applicable. 49 PAR T II
The Company's accruals for loss contingencies are reviewed quarterly and adjusted as additional information becomes available. The Company generally does not accrue for anticipated legal fees and costs but expenses those items as incurred. Item 4. Mine Saf ety Disclosures Not applicable. 50 PAR T II
On October 22, 2024, the Tenth Circuit Court of Appeals issued an Order finding appellate review of GEO’s claim of immunity was premature and, therefore, the Tenth Circuit Court of Appeals was currently without jurisdiction to consider the merits of GEO’s claimed immunity.
On October 22, 2024, the Tenth Circuit issued an Order finding appellate review of GEO’s claim of immunity was premature and, therefore, the Tenth Circuit was currently without jurisdiction to consider the merits of GEO’s claimed immunity.
The Center houses persons in the custody of federal immigration authorities while the federal government is determining their immigration status.
The Center houses people in the custody of federal immigration authorities while the federal government is determining their immigration status.
The Agreement provides for a waiver of penalties and interest and as such, the Company recorded a favorable adjustment for penalties and interest related to the post-audit period of approximately $6.3 million in the third quarter of 2024.
The Agreement provides for a waiver of penalties and interest and as such, the Company recorded a favorable adjustment for penalties and interest related to the post-audit period of approximately $6.3 million in the third quarter of 2024. The managed audit is ongoing at this time.
Current and former detainees of the Mesa Verde ICE Processing Center and the Golden State Annex ICE Processing Center filed a class action lawsuit on July 13, 2022, against the Company in the U.S. District Court for the Eastern District of California, Fresno Division.
GEO Group for Writ of Certiorari to the United States Supreme Court. Current and former detainees of the Mesa Verde ICE Processing Center and the Golden State Annex ICE Processing Center filed a class action lawsuit on July 13, 2022, against the Company in the U.S. District Court for the Eastern District of California, Fresno Division.
The California court has certified a class of individuals who have been civilly detained at the Company's Adelanto Facility from December 19, 2014, until the date of final judgment. On March 31, 2022, the court entered a stay until the Ninth Circuit rules on the State of Washington lawsuits.
The California court has certified a class of individuals who have been civilly detained at the Company's Adelanto Facility from December 19, 2014, until the date of final judgment. On March 31, 2022, the court entered a stay until the Ninth Circuit rules on the State of Washington lawsuits, which is stayed pending resolution of GEO’s Petition in Nwauzor v.
The managed audit is ongoing at this time. 48 Accruals for Legal Proceedings The Company establishes accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated.
Accruals for Legal Proceedings The Company establishes accruals for specific legal proceedings when it is considered probable that a loss has been incurred, and the amount of the loss can be reasonably estimated.
On April 25, 2024, the U.S. District Court for the District of New Jersey entered an order preliminarily enjoining the State of New Jersey from enforcing Assembly Bill 5207 against a private detention facility-including any owned by Plaintiff GEO until a further Order of the Court. On October 22, 2024, the Company filed a lawsuit in the U.S.
On April 25, 2024, the U.S. District Court for the District of New Jersey entered an order preliminarily enjoining the State of New Jersey from enforcing Assembly Bill 5207 against a private detention facility-including any owned by Plaintiff GEO until a further Order of the Court. On July 22, 2025, the Third Circuit Court of Appeals affirmed a U.S.
Immigration Detainee Litigation Civil immigration detainees at the Aurora ICE Processing Center filed a class action lawsuit on October 22, 2014, against the Company in the U.S. District Court for the District of Colorado. The complaint alleges that the Company was in violation of the Colorado Minimum Wage Act ("CMWA") and the Federal Trafficking Victims Protection Act (“TVPA”).
Item 3. Legal Proceedings Immigration Detainee Litigation Civil immigration detainees at the Aurora ICE Processing Center filed a class action lawsuit on October 22, 2014, against the Company in the U.S. District Court for the District of Colorado.
District Court, Eastern Division of the Central District of California. The California lawsuit alleges violations of the state’s minimum wage laws, violations of the TVPA and California's equivalent state statute, unjust enrichment, unfair competition and retaliation.
In California, a class action lawsuit was filed on December 19, 2017, by immigration detainees against the Company in the U.S. District Court, Eastern Division of the Central District of California. The California lawsuit alleges violations of the state’s minimum wage laws, violations of the TVPA and California's equivalent state statute, unjust enrichment, unfair competition and retaliation.
Senate Bill 1132 also purports to impose standards prescribed by the Board of State and Community Corrections on GEO’s provision of contracted services to ICE in California. The State of California and Kern County filed a motion to dismiss on December 20, 2024. The U.S.
Senate Bill 1132 purports to empower state agencies with new inspection and investigation powers over GEO’s California facilities providing contracted services to ICE. Senate Bill 1132 also purports to impose standards prescribed by the Board of State and Community Corrections on GEO’s provision of contracted services to ICE in California.
On February 6, 2025, GEO timely filed its Petition for Rehearing En Banc. A final mandate has not been issued by the Ninth Circuit and the appeal remains pending until resolution of the Petition for Rehearing.
On September 2, 2025, the Ninth Circuit granted GEO’s motion to stay the issuance of the Court’s mandate pending GEO’s Petition for Writ of Certiorari to the Supreme Court. A final mandate has not been issued by the Ninth Circuit, and the appeal remains pending until resolution of GEO's Petition for Writ of Certiorari to the Supreme Court.
District Court is scheduled to hear arguments on GEO’s motion for declaratory and injunctive relief and the defendants’ motion to dismiss on March 3, 2025.
The State of California and Kern County filed a motion to dismiss on December 20, 2024. The U.S. District Court heard arguments on GEO’s motion for declaratory and injunctive relief and the defendants’ motion to dismiss on March 3, 2025. On May 5, 2025, the U.S.
District Court for the Eastern District of California against the State of California and the Kern County Public Health Department for declaratory and injunctive relief challenging the State of California’s newly enacted law – Senate Bill 1132. Senate Bill 1132 purports to empower state agencies with new inspection and investigation powers over GEO’s California facilities providing contracted services to ICE.
On October 22, 2024, the Company filed a lawsuit in the U.S. District Court for the Eastern District of California against the State of California and the Kern County Public Health Department for declaratory and injunctive relief challenging the State of California’s newly enacted law – Senate Bill 1132.
On February 10, 2025, the Court denied plaintiffs’ request to lift the stay until the Ninth Circuit rules on GEO’s Petition for Rehearing En Banc. GEO believes it operates the VWP in full compliance with its contract with ICE and all applicable laws, regulations, and standards.
On February 10, 2025, the Court denied plaintiffs’ request to lift the stay until the Ninth Circuit rules on GEO’s Petition for Rehearing En Banc, which is stayed pending resolution of GEO’s Petition in Nwauzor v. GEO Group for Writ of Certiorari to the United States Supreme Court.
On January 13, 2025, GEO filed a Petition for Writ of Certiorari with the United States Supreme Court seeking review of the Tenth Circuit Court of Appeals’ decision. All trial dates remain stayed. 46 The first of two State of Washington lawsuits, Nwauzor et al. v.
On January 13, 2025, GEO filed a Petition for Writ of Certiorari with the United States Supreme Court seeking review of the Tenth Circuit's decision. On June 2, 2025, the United States Supreme Court granted GEO’s Petition for Writ of Certiorari. Oral argument before the Supreme Court was held on November 10, 2025.
GEO strongly disputes the claims made in these lawsuits, and intends to take all necessary steps to vigorously defend itself from these lawsuits. GEO has not recorded any accruals relating to these lawsuits at this time as losses are not considered probable.
GEO believes it operates the VWP in full compliance with its contract with ICE and all applicable laws, regulations, and standards. GEO strongly disputes the claims made in these lawsuits and intends to take all necessary steps to vigorously defend itself from these lawsuits.
Court of Appeals for the Ninth Circuit heard arguments on the State of Washington’s appeal. On April 15, 2024, the Company filed a lawsuit in the U.S.
On February 16, 2026, GEO filed a Rule 41 motion with the Ninth Circuit seeking a stay of the mandate pending GEO’s Petition for Writ of Certiorari to the Supreme Court of the United States. On April 15, 2024, the Company filed a lawsuit in the U.S.
Removed
Item 3. Legal Proceedings Shareholder and Derivative Litigation On July 7, 2020, a putative shareholder class action lawsuit was filed against the Company and its current and former officers George C. Zoley and Brian R. Evans in the U.S. District Court for the Southern District of Florida.
Added
The complaint alleges that the Company was in violation of the Colorado Minimum Wage Act ("CMWA") and the Federal Trafficking Victims Protection Act (“TVPA”).
Removed
The parties resolved this matter following mediation for a payment to a settlement class of $3 million paid by the Company's insurance carrier. On November 17, 2023, the court entered a Final Judgment and Order of Dismissal with Prejudice approving the settlement. After the putative shareholder class action lawsuit was filed, three related putative shareholder derivative actions were also filed.
Added
On February 25, 2026, the Supreme Court issued a decision affirming the decision of the Tenth Circuit and finding that there is no immediate right to appellate review of a ruling on GEO’s Yearsley defense.
Removed
These cases generally alleged breaches of fiduciary duties premised on alleged materially false and misleading statements and/or omissions related to pending litigation, as alleged in the shareholder class action.
Added
On February 6, 2025, GEO timely filed its Petition for Rehearing En Banc.
Removed
First, on July 1, 2021, a putative shareholder derivative complaint was filed by Anning Fang, a purported stockholder, in Palm Beach County, Florida Circuit Court against the Company, as well as current and former Company directors and officers George C. Zoley, Jose Gordo, Brian R. Evans, Ann M. Schlarb, Richard H. Glanton, Anne N. Foreman, Christopher C. Wheeler, Julie M.
Added
On March 20, 2025, the United States filed an Amicus Brief with the Ninth Circuit in which it argued that the January 16, 2025 decision of the Ninth Circuit is incorrect in multiple respects, runs contrary to Circuit precedent, and creates significant tension with the case law of other circuits.
Removed
Wood, Guido van Hauwermeiren, Scott M. Kernan, and Duane Helkowski (collectively, the “State-Court Defendants”). Second, on November 12, 2021, a putative shareholder derivative complaint was filed by Rui Zhang, a purported stockholder, in the U.S.
Added
The United States argued that the application of the state minimum-wage law to federal immigration detainees in the voluntary work program is preempted by a federal appropriation statute that sets the minimum allowance for detainee participants at $1 per day.
Removed
District Court for the Southern District of Florida against the Company, the State-Court Defendants, as well as then current and former Company officers David Venturella and J. David Donahue (collectively, the “Derivative Defendants”). Third, on August 24, 2022, a putative stockholder derivative complaint was filed by Gerardo Maldonado Jr., a purported stockholder, in the U.S.
Added
Additionally, the United States argued that the application of the state minimum-wage law to federal immigration detainees likewise impermissibly discriminates against the federal government in violation of intergovernmental-immunity principles. On August 13, 2025, the Ninth Circuit issued an order denying GEO’s Petition for Rehearing En Banc. That order included six dissenting opinions.
Removed
District Court for the Southern District of Florida against the Company and the Derivative Defendants.
Added
On January 9, 2026, GEO filed its Petition for Writ of Certiorari to the Supreme Court.
Removed
The state-court Fang complaint alleged breach of fiduciary duty and unjust enrichment claims against the State-Court Defendants relating to purported healthcare and quality of care deficiencies, an allegedly inadequate response to the COVID-19 pandemic, alleged forced labor by detainees, and alleged exposure to pending litigation, which purportedly led to damage to GEO.
Added
Although the Company strongly disputes this claim and continues to vigorously defend itself, the Company accrued a reserve of approximately $37.6 million, which is included in Other Non-Current Liabilities in the accompanying consolidated balance sheets, in accordance with Accounting Standards Codification No. 450 - Contingencies during the third quarter of 2025.
Removed
The Zhang and Maldonado federal-court complaints make similar allegations of breach of fiduciary duty as to the Derivative Defendants, asserted claims for unjust enrichment and waste of corporate assets, and also alleged that the Derivative Defendants violated Section 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder and that Mr.
Added
GEO has not recorded any accruals relating to these lawsuits, other than in connection with the Nwauzor case discussed above, at this time as losses are not considered probable nor reasonably estimable. If GEO were not to prevail in these cases, it could have an adverse effect on GEO's business and results of operations.
Removed
Zoley contributed to alleged violations of Sections 10(b) and 21D of the Exchange Act. Following mediation, the Zhang parties reached an agreement to resolve all derivative claims with the Company agreeing to adopt certain corporate governance policies. On September 6, 2024, the Zhang court entered an Order Approving Final Settlement and Final Judgment.
Added
Court of Appeals for the Ninth Circuit heard arguments on the State of Washington’s appeal. On May 23, 2025, GEO filed a motion to dismiss the appeal as moot based on a newly enacted statute that amended portions of HB 1470.
Removed
The approval of the settlement by the Zhang court released all of the claims asserted in the Fang and Maldonado complaints as well. Thus, the Fang parties and the Maldonado parties agreed to dismissals with prejudice of those respective derivative actions.
Added
On August 18, 2025, the Ninth Circuit denied GEO’s motion to dismiss the appeal, vacated the District Court’s grant of a preliminary injunction, and remanded the case to the District Court for further proceedings. On September 16, 2025, GEO filed a Petition for Rehearing En Banc.
Removed
On November 7, 2024, following a Joint Stipulation of Dismissal with Prejudice, the Fang court entered a Final Order of Dismissal with Prejudice. Similarly, on November 21, 2024, following a Stipulation and Proposed Order Voluntarily Dismissing Action, the Maldonado court entered an Order Closing Case and Dismissing with Prejudice.
Added
On February 11, 2026, the Ninth Circuit denied GEO’s Petition for Rehearing En Banc, with eight justices of the Ninth Circuit joining a harshly worded dissent from that decision.
Removed
The Center houses persons in the custody of federal immigration authorities while the federal government is determining their immigration status. In October 2021, an unfavorable jury verdict and court judgment resulting in a combined $23.2 mil was filed on September 26, 2017, by immigration detainees against the Company in the U.S. District Court for the Western District of Washington.
Added
District Court for the District of New Jersey decision in a similar case finding Assembly Bill 5207 unconstitutional. On August 22, 2025, the District Court entered an order permanently enjoining the Defendants from enforcing Assembly Bill 5207 against GEO with respect to GEO negotiating or contracting with the United States government to operate immigration detention facilities in New Jersey.
Removed
The second lawsuit was filed on September 20, 2017, by the State Attorney General against the Company in the Superior Court of the State of Washington for Pierce County, which the Company removed to the U.S. District Court for the Western District of Washington on October 9, 2017.
Added
District Court for the Eastern District of California entered an order finding Senate Bill 1132 does not impose any standards on GEO’s provision of contracted services to ICE and dismissing GEO’s suit with leave to amend.
Removed
The plaintiffs claimed that State of Washington minimum wage laws should be enforced with respect to detainees who volunteer to participate in a VWP administered by GEO at the Northwest ICE Processing Center (the "Center") as required by the U.S. Department of Homeland Security under the terms of GEO’s contract.
Removed
On February 12, 2025, the United States Department of Justice filed a Motion for 30-day extension of time to file an Amicus Brief supporting GEO’s Petition for Rehearing En Banc. In California, a class action lawsuit was filed on December 19, 2017, by immigration detainees against the Company in the U.S.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 49 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 50 Item 6. [ Reserved] 51 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 52 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 71 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 50 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 51 Item 6. [ Reserved] 52 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 53 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 72 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

2 edited+2 added−1 removed4 unchanged
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Sto ckholder Matters and Issuer Purchases of Equity Securities Our common stock trades on the New York Stock Exchange under the symbol “GEO.” As of February 24, 2025, we had 510 shareholders of record.
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Sto ckholder Matters and Issuer Purchases of Equity Securities Our common stock trades on the New York Stock Exchange under the symbol “GEO.” As of February 23, 2026, we had 519 shareholders of record.
Comparison of Five-Year Cumulative Total Return* The GEO Group, Inc., Russell 2000, S&P 500 Commercial Services and Supplies Index and MSCI U.S. REIT Index (Performance through December 31, 2024) The GEO Group, Inc. Russell 2000 S&P 500 Commercial Services & Supplies MSCI U.S.
Comparison of Five-Year Cumulative Total Return* The GEO Group, Inc., Russell 2000, S&P 500 Commercial Services and Supplies Index and MSCI U.S. REIT Index (Performance through December 31, 2025) The GEO Group, Inc. Russell 2000 S&P 500 Commercial Services & Supplies MSCI U.S.
Removed
REIT Index December 31, 2019 $ 100.00 $ 100.00 $ 100.00 $ 100.00 December 31, 2020 $ 51.80 $ 118.36 $ 121.96 $ 88.89 December 31, 2021 $ 46.66 $ 134.57 $ 157.44 $ 123.35 December 31, 2022 $ 65.92 $ 105.56 $ 140.80 $ 89.63 December 31, 2023 $ 65.20 $ 121.49 $ 167.73 $ 97.67 December 31, 2024 $ 168.45 $ 133.52 $ 195.97 $ 102.15 Assumes $100 invested on December 31, 2019 in our common stock and the respective Index. 50 * Total return assumes reinvestment of dividends.
Added
REIT Index December 31, 2020 $ 100.00 $ 100.00 $ 100.00 $ 100.00 December 31, 2021 $ 90.08 $ 113.69 $ 129.09 $ 138.77 December 31, 2022 $ 127.27 $ 89.18 $ 115.45 $ 100.84 December 31, 2023 $ 125.87 $ 102.64 $ 137.53 $ 109.87 December 31, 2024 $ 325.20 $ 112.81 $ 160.69 $ 114.92 December 31, 2025 $ 187.36 $ 125.68 $ 150.78 $ 113.59 Assumes $100 invested on December 31, 2020 in our common stock and the respective Index. * Total return assumes reinvestment of dividends. 51 Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) October 1, 2025 to October 31, 2025 — $ — — $ — November 1, 2025 to November 30, 2025 508,831 $ 15.13 508,831 $ 450,816 December 1, 2025 to December 31, 2025 2,463,842 $ 16.77 2,463,842 $ 409,418 Total 2,972,673 2,972,673 (1) On August 4, 2025, our Board of Directors authorized a stock buyback program authorizing us to repurchase up to $300 million of our shares of common stock effective through June 30,2028.
Added
As of December 31, 2025, we have repurchased 4,939,452 of our common shares at an aggregate cost of $91.0 million, or an average price of $18.04. On November 4, 2025, our Board of Directors increased the authorization under our share buyback program to $500 million shares of common stock and extended the expiration date to December 31, 2029.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

104 edited+32 added−42 removed89 unchanged
Biggest changeImportant factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, or “cautionary statements,” include, but are not limited to: • our ability to timely build and/or open facilities as planned, successfully manage such facilities and successfully integrate such facilities into our operations without substantial additional costs; 67 • our ability to estimate the government’s level of utilization of public-private partnerships for secure services and the impact of any modifications or reductions by our government customers of their utilization of public-private partnerships; • our ability to accurately project the size and growth of public-private partnerships for secure services in the U.S. and internationally and our ability to capitalize on opportunities for public-private partnerships; • our ability to successfully respond to any challenges or concerns that our government customers may raise regarding their use of public-private partnerships for secure services, including finding other government customers or alternative uses for facilities where a government customer has discontinued or announced that a contract with us will be discontinued; • the impact of adopted or proposed executive action or legislation aimed at limiting public-private partnerships for secure facilities, processing centers and community reentry centers or limiting or restricting the business and operations of financial institutions or others who do business with us; • our ability to successfully respond to delays encountered by states pursuing public-private partnerships for secure services and cost savings initiatives implemented by a number of states; • our ability to activate the inactive beds at our idle facilities; • our ability to maintain or increase occupancy rates at our facilities and the impact of fluctuations in occupancy levels or participants in ISAP on our revenues and profitability; • our ability to expand, diversify and grow our secure services, reentry, community-based services, monitoring services, evidence-based supervision and treatment programs and secure transportation services businesses; • our ability to win management contracts for which we have submitted proposals, retain existing management contracts, prevail in any challenge or protest involving the award of a management contract and meet any performance standards required by such management contracts; • our ability to raise new project development capital given the often short-term nature of the customers’ commitment to use newly developed facilities; • our ability to develop long-term earnings visibility; • our ability to successfully conduct our operations in the United Kingdom and South Africa through joint ventures; • the instability of foreign exchange rates, exposing us to currency risks in Australia, the United Kingdom, and South Africa, or other countries in which we may choose to conduct our business; • an increase in unreimbursed labor rates; • our exposure to rising medical costs; • our ability to manage costs and expenses relating to ongoing litigation arising from our operations; • our ability to successfully pursue an appeal to reverse the recent unfavorable verdict and judgments in the retrial of the lawsuits in the State of Washington, our company being required to record an accrual for the judgments in the future, and our ability to defend similar other pending litigation and the effect such litigation may have on our company; • our ability to accurately estimate on an annual basis, loss reserves related to general liability, workers’ compensation and automobile liability claims; • our ability to fulfill our debt service obligations and its impact on our liquidity; • our ability to deleverage and repay, refinance or otherwise address our debt maturities in an amount or on the timeline we expect, or at all; • despite current indebtedness levels, we may still incur more indebtedness, which could further exacerbate the risks relating to our indebtedness; • the covenants in the indentures governing the Secured Notes and the Unsecured Notes and the Credit Agreement impose significant operating and financial restrictions which may adversely affect our ability to operate our business; • servicing our indebtedness will require a significant amount of cash and our ability to generate cash depends on many factors beyond our control and we may not be able to generate the cash required to service our indebtedness; 68 • because portions of our senior indebtedness have floating interest rates, an increase in interest rates would adversely affect cash flows; • we depend on distributions from our subsidiaries to make payments on our indebtedness and these distributions may not be made; • we may not be able to satisfy our repurchase obligations in the event of a change of control because the terms of our indebtedness or lack of funds may prevent us from doing so; • the Unsecured Notes and the guarantees on the Unsecured Notes will be effectively subordinated to our and the guarantors' senior secured indebtedness and structurally subordinated to the indebtedness of our subsidiaries that do not guarantee the Unsecured Notes; • the value of the collateral may not be sufficient to satisfy our obligations under the Secured Notes; • our ability to identify and successfully complete any potential sales of additional Company-owned assets and businesses on commercially advantageous terms on a timely basis, or at all; • from time to time, we may not have a management contract with a client to operate existing beds at a facility or new beds at a facility that we are expanding, and we cannot assure you that such a contract will be obtained.
Biggest changeImportant factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, or “cautionary statements,” include, but are not limited to: 68 • any adverse impact on our financial results caused by the most recent and any future federal government shutdown; • our ability to timely build and/or open facilities as planned, successfully manage such facilities and successfully integrate such facilities into our operations without substantial additional costs; • our ability to estimate the government’s level of utilization of public-private partnerships for secure services and the impact of any modifications or reductions by our government customers of their utilization of public-private partnerships; • our ability to accurately project the size and growth of public-private partnerships for secure services in the U.S. and internationally and our ability to capitalize on opportunities for public-private partnerships; • our ability to successfully respond to any challenges or concerns that our government customers may raise regarding their use of public-private partnerships for secure services, including finding other government customers or alternative uses for facilities where a government customer has discontinued or announced that a contract with us will be discontinued; • the impact of adopted or proposed executive action or legislation aimed at limiting public-private partnerships for secure facilities, processing centers and community reentry centers or limiting or restricting the business and operations of financial institutions or others who do business with us; • our ability to successfully respond to delays encountered by states pursuing public-private partnerships for secure services and cost savings initiatives implemented by a number of states; • our ability to activate the inactive beds at our idle facilities; • our ability to maintain or increase occupancy rates at our facilities and the impact of fluctuations in occupancy levels or participants in ISAP on our revenues and profitability; • our ability to expand, diversify and grow our secure services, reentry, community-based services, monitoring services, evidence-based supervision and treatment programs and secure transportation services businesses; • our ability to win management contracts for which we have submitted proposals, retain existing management contracts, prevail in any challenge or protest involving the award of a management contract and meet any performance standards required by such management contracts; • our ability to raise new project development capital given the often short-term nature of the customers’ commitment to use newly developed facilities; • our ability to develop long-term earnings visibility; • our ability to successfully conduct our operations in the United Kingdom and South Africa through joint ventures; • the instability of foreign exchange rates, exposing us to currency risks in Australia, the United Kingdom, and South Africa, or other countries in which we may choose to conduct our business; • an increase in unreimbursed labor rates; • our exposure to rising medical costs; • our ability to manage costs and expenses relating to ongoing litigation arising from our operations; • the risks associated with the U.S.
Reserves for Insurance Losses The nature of our business exposes us to various types of third-party legal claims, including, but not limited to, civil rights claims relating to conditions of confinement and/or mistreatment, sexual misconduct claims brought by individuals within our care, medical malpractice claims, product liability claims, intellectual property infringement claims, claims relating to employment matters (including, but not limited to, employment discrimination claims, union grievances and wage and hour claims), property loss claims, environmental claims, automobile liability claims, contractual claims and claims for personal injury or other damages resulting from contact with our facilities, programs, electronic monitoring products, personnel or individuals within our care, including damages arising from the escape of an individual in our care or from a disturbance or riot at a facility.
Reserves for Insurance Losses The nature of our business exposes us to various types of third-party legal claims, including, but not limited to, civil rights claims relating to conditions of confinement and/or mistreatment, sexual misconduct claims brought by individuals within our care, medical malpractice claims, product liability claims, intellectual property infringement claims, claims relating to employment matters (including, but not limited to, employment discrimination claims, union grievances and wage and hour claims), property loss claims, environmental claims, automobile 54 liability claims, contractual claims and claims for personal injury or other damages resulting from contact with our facilities, programs, electronic monitoring products, personnel or individuals within our care, including damages arising from the escape of an individual in our care or from a disturbance or riot at a facility.
The loss of, or a significant decrease in revenues from, these customers could seriously harm our financial condition and results of operations; • efforts to reduce the U.S. federal deficit could adversely affect our liquidity, results of operations and financial condition; • State budgetary constraints may have a material adverse impact on us; • competition for contracts may adversely affect the profitability of our business; • we are dependent on government appropriations, which may not be made on a timely basis or at all and may be adversely impacted by budgetary constraints at the federal, state, local and foreign government levels; • public and political resistance to the use of public-private partnerships for secure facilities, electronic monitoring and supervision as alternatives to detention, processing centers and community reentry centers could result in our inability to obtain new contracts or the loss of existing contracts, impact our ability to obtain or refinance debt financing or enter into commercial arrangements, which could have a material adverse effect on our business, financial condition, results of operations and the market price of our securities; • adverse publicity may negatively impact our ability to retain existing contracts and obtain new contracts; • we may incur significant start-up and operating costs on new contracts before receiving related revenues, which may impact our cash flows and may not be recouped; • failure to comply with extensive government regulation and applicable contractual requirements could have a material adverse effect on our business, financial condition or results of operations; • we may face community opposition to facility locations, which may adversely affect our ability to obtain new contracts; • our business operations expose us to various liabilities for which we may not have adequate insurance, including legal claims and proceedings, and may have a material adverse effect on our business, financial condition or results of operations; • we may not be able to obtain or maintain the insurance levels required by our government contracts; 69 • our exposure to rising general insurance costs; • natural disasters, pandemic outbreaks, global political events and other serious catastrophic events could disrupt operations and otherwise materially adversely affect our business and financial condition; • our international operations expose us to risks that could materially adversely affect our financial condition and results of operations; • we conduct certain of our operations through joint ventures or consortiums, which may lead to disagreements with our joint venture partners or business partners and adversely affect our interest in the joint ventures or consortiums; • we are dependent upon our senior management and our ability to attract and retain sufficient qualified personnel; • our profitability may be materially adversely affected by inflation; • various risks associated with the ownership of real estate may increase costs, expose us to uninsured losses and adversely affect our financial condition and results of operations; • risks related to facility construction and development activities may increase our costs related to such activities; • the rising cost and increasing difficulty of obtaining adequate levels of surety credit on favorable terms could adversely affect our operating results; • adverse developments in our relationship with our employees could adversely affect our business, financial condition or results of operations; • the interruption, delay or failure of the provision of our services or information systems could adversely affect our business; • the failure to comply with data privacy, security and exchange legal requirements could have a material adverse impact on our business, financial position, results of operations, cash flows and reputation; • technological changes could cause our electronic monitoring products and technology, including our recently launched BI VeriWatch™ wrist-worn device, to become obsolete or require the redesign of our electronic monitoring products, which could have a material adverse effect on our business; • any negative changes in the level of acceptance of or resistance to the use of electronic monitoring products, including our recently launched BI VeriWatch™ wrist-worn device, and services by governmental customers could have a material adverse effect on our business, financial condition and results of operations; • we depend on a limited number of third parties to manufacture and supply quality infrastructure components for our electronic monitoring products.
The loss of, or a significant decrease in revenues from, these customers could seriously harm our financial condition and results of operations; • efforts to reduce the U.S. federal deficit could adversely affect our liquidity, results of operations and financial condition; • State budgetary constraints may have a material adverse impact on us; • competition for contracts may adversely affect the profitability of our business; • we are dependent on government appropriations, which may not be made on a timely basis or at all and may be adversely impacted by budgetary constraints at the federal, state, local and foreign government levels; • public and political resistance to the use of public-private partnerships for secure facilities, electronic monitoring and supervision as alternatives to detention, processing centers and community reentry centers could result in our inability to obtain new contracts or the loss of existing contracts, impact our ability to obtain or refinance debt financing or enter into commercial arrangements, which could have a material adverse effect on our business, financial condition, results of operations and the market price of our securities; • adverse publicity may negatively impact our ability to retain existing contracts and obtain new contracts; • we may incur significant start-up and operating costs on new contracts before receiving related revenues, which may impact our cash flows and may not be recouped; • failure to comply with extensive government regulation and applicable contractual requirements could have a material adverse effect on our business, financial condition or results of operations; • we may face community opposition to facility locations, which may adversely affect our ability to obtain new contracts; 70 • our business operations expose us to various liabilities for which we may not have adequate insurance, including legal claims and proceedings, and may have a material adverse effect on our business, financial condition or results of operations; • we may not be able to obtain or maintain the insurance levels required by our government contracts; • our exposure to rising general insurance costs; • natural disasters, pandemic outbreaks, global political events and other serious catastrophic events could disrupt operations and otherwise materially adversely affect our business and financial condition; • our international operations expose us to risks that could materially adversely affect our financial condition and results of operations; • we conduct certain of our operations through joint ventures or consortiums, which may lead to disagreements with our joint venture partners or business partners and adversely affect our interest in the joint ventures or consortiums; • we are dependent upon our senior management and our ability to attract and retain sufficient qualified personnel; • our profitability may be materially adversely affected by inflation; • various risks associated with the ownership of real estate may increase costs, expose us to uninsured losses and adversely affect our financial condition and results of operations; • risks related to facility construction and development activities may increase our costs related to such activities; • the rising cost and increasing difficulty of obtaining adequate levels of surety credit on favorable terms could adversely affect our operating results; • adverse developments in our relationship with our employees could adversely affect our business, financial condition or results of operations; • the interruption, delay or failure of the provision of our services or information systems could adversely affect our business; • the failure to comply with data privacy, security and exchange legal requirements could have a material adverse impact on our business, financial position, results of operations, cash flows and reputation; • technological changes could cause our electronic monitoring products and technology, including our BI VeriWatch™ wrist-worn device, to become obsolete or require the redesign of our electronic monitoring products, which could have a material adverse effect on our business; • any negative changes in the level of acceptance of or resistance to the use of electronic monitoring products, including our BI VeriWatch™ wrist-worn device, and services by governmental customers could have a material adverse effect on our business, financial condition and results of operations; • we depend on a limited number of third parties to manufacture and supply quality infrastructure components for our electronic monitoring products.
Net cash provided by operating activities in 2024 was positively impacted by non-cash expenses such as depreciation and amortization, deferred tax provision (benefit), amortization of debt issuance costs, discount and/or premium and other non-cash interest, stock-based compensation expense, net loss on asset divestiture/impairment, loss on extinguishment of debt and dividends received from our unconsolidated joint venture.
Net cash provided by operating activities in 2024 was positively impacted by non-cash expenses such as depreciation and amortization, deferred tax provision, amortization of debt issuance costs, discount and/or premium and other non-cash interest, stock-based compensation expense, net loss on asset divestiture/impairment, loss on extinguishment of debt and dividends received from our unconsolidated joint venture.
If we are successful in our pursuit of any new projects, our cash on hand, cash flows from operations and borrowings under the new Credit Agreement may not provide sufficient liquidity to meet our capital needs and we could be forced to seek additional financing or refinance our existing indebtedness.
If we are successful in our pursuit of any new projects or acquisitions, our cash on hand, cash flows from operations and borrowings under the new Credit Agreement may not provide sufficient liquidity to meet our capital needs and we could be forced to seek additional financing or refinance our existing indebtedness.
Sales of shares of our 62 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.
Sales of shares of our 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.
Because we have high deductible insurance policies, the amount of our insurance expense is dependent on our ability to control our claims experience. If actual losses 54 related to insurance claims significantly differ from our estimates, our financial condition, results of operations and cash flows could be materially adversely impacted.
Because we have high deductible insurance policies, the amount of our insurance expense is dependent on our ability to control our claims experience. If actual losses related to insurance claims significantly differ from our estimates, our financial condition, results of operations and cash flows could be materially adversely impacted.
Liquidity and Capital Resources Senior Notes Offering and Credit Agreement On April 18, 2024, we announced the closing of our previously announced private offering of $1.275 billion aggregate principal amount of senior notes, comprised of $650.0 million aggregate principal amount of 8.625% senior secured notes due 2029 and $625.0 million aggregate principal amount of 10.250% senior notes due 2031.
Liquidity and Capital Resources Senior Notes Offering and Credit Agreement 61 On April 18, 2024, we announced the closing of our previously announced private offering of $1.275 billion aggregate principal amount of senior notes, comprised of $650.0 million aggregate principal amount of 8.625% senior secured notes due 2029 and $625.0 million aggregate principal amount of 10.250% senior notes due 2031.
Prospectus Supplement On December 28, 2023, in connection with the shelf registration, we 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.
Prospectus Supplement 63 On December 28, 2023, in connection with the shelf registration, we 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.
Additionally, in the first weeks of the new Administration, President 66 Trump issued an Executive Order reversing the prior Administration's Executive Order that had directed the U.S. Attorney General to not renew U.S. Department of Justice contracts with privately-operated criminal detention facilities.
Additionally, in the first weeks of the new Administration, President Trump issued an Executive Order reversing the prior Administration's Executive Order that had directed the U.S. Attorney General to not renew U.S. Department of Justice contracts with privately-operated criminal detention facilities.
There were no shares of common stock sold under this prospectus supplement during the year ended December 31, 2024. Other We have entered into two identical Notes (as defined below) in the aggregate amount of $44.3 million which are secured by loan agreements and mortgage and security agreements on certain real property and improvements.
There were no shares of common stock sold under this prospectus supplement during the year ended December 31, 2025. Other We have entered into two identical Notes (as defined below) in the aggregate amount of $44.3 million which are secured by loan agreements and mortgage and security agreements on certain real property and improvements.
Upon exchange of a Convertible Note, we would pay or deliver, as the case may be, cash or a combination of cash and shares of the Company’s common stock. Upon conversion, we would pay or deliver, as the case may be, cash or a combination of cash and shares of common stock.
Upon exchange of a Convertible Note, we would pay or deliver, as the case may be, cash or a combination of cash and shares of the Company’s common stock. 62 Upon conversion, we would pay or deliver, as the case may be, cash or a combination of cash and shares of common stock.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and are incorporated herein by reference.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and are incorporated herein by reference.
There was no material ineffectiveness for the period presented. We do not expect to enter into any transactions during the next twelve months which would result in reclassification into earnings or losses 64 associated with these swaps currently reported in accumulated other comprehensive income (loss).
There was no material ineffectiveness for the period presented. We do not expect to enter into any transactions during the next twelve months which would result in reclassification into earnings or losses 65 associated with these swaps currently reported in accumulated other comprehensive income (loss).
We used the net proceeds of the senior notes offering, borrowings under the new term loan, and cash on hand to refinance approximately $1.5 billion of existing indebtedness, including to fund the repurchase, redemption or other discharge of our existing Tranche 1 Term Loan and Tranche 2 Term Loan under our prior senior credit facility, the 9.50% senior second lien secured notes due 2028, the 10.50% senior second lien secured notes due 2028, and the 6.00% senior notes due 2026, to pay related premiums, transaction fees and expenses, and for general corporate purposes of the Company.
We used the net proceeds of the senior notes offering, borrowings under the new term loan, and cash on hand to refinance approximately $1.5 billion of existing indebtedness at that time, including to fund the repurchase, redemption or other discharge of our existing Tranche 1 Term Loan and Tranche 2 Term Loan under our prior senior credit facility, the 9.50% senior second lien secured notes due 2028, the 10.50% senior second lien secured notes due 2028, and the 6.00% senior notes due 2026, to pay related premiums, transaction fees and expenses, and for general corporate purposes of the Company.
As such, we recorded a total impairment loss for both facilities of approximately $2.3 million during the second quarter of 2024 which is included in (loss) gain on asset divestitures/impairment in the accompanying consolidated statements of operations. The purchase and sale agreement was later rescinded.
As such, we recorded a total impairment loss for both facilities of approximately $2.3 million during the second quarter of 2024 which is included in gain (loss) on asset divestitures/impairment in the accompanying consolidated statements of operations. The purchase and sale agreement was later terminated.
Any positive trends in the industry may be offset by several factors, including budgetary constraints, contract modifications, contract terminations, contract non-renewals, contract re-bids and/or the decision to not re-bid a contract after expiration of the contract term and the impact of any other potential changes to the willingness or ability to maintain or grow public-private partnerships on the part of other government agencies.
Any positive trends in the industry may be offset by several factors, including the impact of the federal government shutdown and any future federal government shutdown, budgetary constraints, contract modifications, contract terminations, contract non-renewals, contract re-bids and/or the decision to not re-bid a contract after expiration of the contract term and the impact of any other potential changes to the willingness or ability to maintain or grow public-private partnerships on the part of other government agencies.
While we were in compliance with our debt covenants as of December 31, 2024, and we expect to continue to be in compliance with our debt covenants, if these constraints were to intensify, our liquidity could be materially adversely impacted as could our ability to remain in compliance with these debt covenants.
While we were in compliance with our debt covenants as of December 31, 2025, and we expect to continue to be in compliance with our debt covenants, if these constraints were to intensify, our liquidity could be materially adversely impacted as could our ability to remain in compliance with these debt covenants.
Our management believes that cash on hand, cash flows from operations and availability under our Credit Agreement will be adequate to support our capital requirements for 2025 as disclosed under “Capital Requirements” above.
Our management believes that cash on hand, cash flows from operations and availability under our Credit Agreement will be adequate to support our capital requirements for 2026 as disclosed under “Capital Requirements” above.
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.
Automatic Shelf Registration on Form S-3 On October 30, 2023, we filed an automatic shelf registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”) that enables us 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.
If our suppliers cannot provide the components or services we require in a timely manner and/or with such quality as we expect, our ability to market and sell our electronic monitoring products and services could be harmed; • an inability to acquire, protect or maintain our intellectual property and patents in the electronic monitoring space could harm our ability to compete or grow; • our electronic monitoring products could infringe on the intellectual property rights of others, which may lead to litigation that could itself be costly, could result in the payment of substantial damages or royalties, and/or prevent us from using technology that is essential to our products; • we license intellectual property rights in the electronic monitoring space, including patents, from third party owners.
If our suppliers cannot provide the components or services we require and with such quality and at such cost as we expect, our ability to market and sell our electronic monitoring products and services could be harmed; • an inability to acquire, protect or maintain our intellectual property and patents in the electronic monitoring space could harm our ability to compete or grow; • our electronic monitoring products could infringe on the intellectual property rights of others, which may lead to litigation that could itself be costly, could result in the payment of substantial damages or royalties, and/or prevent us from using technology that is essential to our products; • we license intellectual property rights in the electronic monitoring space, including patents, from third party owners.
We are taking several important steps to meet this opportunity, including making a previously announced $70 million investment in capital expenditures to strengthen our capabilities to deliver expanded detention capacity, secure transportation, and electronic monitoring and related services to U.S. Immigration and Customs Enforcement and the federal government.
We are taking several important steps to meet this opportunity, including making a previously announced significant investment in capital expenditures to strengthen our capabilities to deliver expanded detention capacity, secure transportation, and electronic monitoring and related services to U.S. Immigration and Customs Enforcement and the federal government.
Changes in accounts payable, accrued expenses and other liabilities decreased by $21.8 million which negatively impacted cash. The decrease was primarily due to the timing of payments.
Changes in accounts payable, accrued expenses and other liabilities decreased by $21.9 million which negatively impacted cash. The decrease was primarily due to the timing of payments.
In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted.
In addition, entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign, with further disaggregation by jurisdiction, if the amount is at least 5% of total income tax paid, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted.
Inflation We believe that inflation, in general, did have a negative impact but did not have a material effect on our results of operations during 2024 and 2023.
Inflation We believe that inflation, in general, did have a negative impact but did not have a material effect on our results of operations during 2025 and 2024.
(b) Includes amounts due to non-guarantor subsidiaries of $46.8 million and $31.5 million as of December 31, 2024 and 2023, respectively. Off-Balance Sheet Arrangements Except as discussed above, and in the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, we do not have any off-balance sheet arrangements.
(b) Includes amounts due to non-guarantor subsidiaries of $42.1 million and $46.8 million as of December 31, 2025 and 2024, respectively. Off-Balance Sheet Arrangements Except as discussed above, and in the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, we do not have any off-balance sheet arrangements.
We completed our annual budgeting process, and for 2025, we will continue to strategically manage our capital expenditures to maintain both short and long term financial objectives. Additionally, we may from time to time pursue transactions for the potential sale of additional assets and businesses and/or other strategic transactions.
We completed our annual budgeting process, and for 2026, we will continue to strategically manage our capital expenditures to maintain both short and long term financial objectives. Additionally, we may from time to time pursue transactions for the potential sale of additional assets and businesses and/or other strategic transactions including potential acquisitions.
Included in the balance at December 31, 2024 is $0.5 million of deferred loan costs incurred in the transaction. Refer to Note 6 – Derivative Financial Instruments in the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Included in the balance at December 31, 2025 is $0.4 million of deferred loan costs incurred in the transaction. Refer to Note 6 – Derivative Financial Instruments in the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
In 2024 and 2023, operating expenses totaled approximately 73% and 72% of our consolidated revenues, respectively. Our operating expenses as a percentage of revenue in 2025 will be impacted by the opening of any new or existing facilities as a result of the cost of transitioning and/or start-up operations related to a facility opening.
In 2025 and 2024, operating expenses totaled approximately 75% and 73% of our consolidated revenues, respectively. Our operating expenses as a percentage of revenue in 2026 will be impacted by the opening of any new or existing facilities as a result of the cost of transitioning and/or start-up operations related to a facility opening.
Net cash used in financing activities during 2024 was primarily the result of proceeds from long-term debt of $1,720.5 million, proceeds from borrowings on revolver of $110.0 million, payments on long-term debt of $1,926.8 million, payments for call premiums of $35.6 million, debt issuance costs of $35.7 million and taxes paid related to net share settlement of equity awards of $9.7 million.
Net cash used in financing activities in 2024 was primarily the result of proceeds from long-term debt of $1,720.5 million, proceeds from borrowings on revolver of $110.0 million, payments on long-term debt of $1,926.8 million, payments for call premiums of $35.6 million, debt issuance costs of $35.7 million, proceeds from stock option exercises of $8.2 million and taxes paid related to net share settlement of equity awards of $9.7 million.
Operating Expenses Operating expenses consist of those expenses incurred in the operation and management of our contracts to provide services to our governmental clients. Labor and related costs represented approximately 69% and 66% of our operating expenses in 2024 and 2023, respectively. Additional significant operating expenses include food, utilities and inmate medical costs.
Operating Expenses Operating expenses consist of those expenses incurred in the operation and management of our contracts to provide services to our governmental clients. Labor and related costs represented approximately 70% and 69% of our operating expenses in 2025 and 2024, respectively. Additional significant operating expenses include food, utilities and inmate medical costs.
The aggregate principal amount of revolving credit commitments under the senior revolving credit facility is $310 million (including a $175 million letter of credit subfacility) and the aggregate principal amount of the senior secured term loan facility is $450.0 million.
The aggregate principal amount of revolving credit commitments under the senior revolving credit facility was originally $310 million (including a $175 million letter of credit subfacility) and the aggregate principal amount of the senior secured term loan facility was originally $450.0 million.
The balance of the Amended and Restated Executive Retirement Agreement was approximately $12.6 million at December 31, 2024 which is fully funded. Refer to Note 13 - Benefit Plans in the notes to our audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information.
The balance of the Amended and Restated Executive Retirement Agreement was approximately $16.3 million at December 31, 2025 which is fully funded. Refer to Note 13 - Benefit Plans in the notes to our audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information.
During 2025, we will incur carrying costs for facilities that were vacant in 2024. General and Administrative Expenses General and administrative expenses consist primarily of corporate management salaries and benefits, professional fees and other administrative expenses. For the years ended December 31, 2024 and 2023, general and administrative expenses totaled approximately 9% and 8% of our consolidated revenues, respectively.
During 2026, we will incur carrying costs for facilities that were vacant in 2025. General and Administrative Expenses General and administrative expenses consist primarily of corporate management salaries and benefits, professional fees and other administrative expenses. For each of the years ended December 31, 2025 and 2024, general and administrative expenses totaled approximately 9% of our consolidated revenues.
As the Executive Chairman’s retirement payment will no longer be settled with a fixed number of shares of GEO’s common stock (as discussed below under the prior agreement), $3,600,000 has been reclassified from equity to other non-current liabilities in 2021.
As the Executive Chairman’s retirement payment will no longer be settled with a fixed number of shares of GEO’s common stock (as was provided for under the prior retirement agreement), $3,600,000 has been reclassified from equity to other non-current liabilities in 2021.
This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
This section of this Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
As of December 31, 2024, our worldwide operations included the management and/or ownership of approximately 79,000 beds at 99 correctional, detention and reentry facilities, including idle facilities, and also included the provision of servicing individuals in a community-based environment on behalf of federal, state and local correctional agencies located throughout the country.
As of December 31, 2025, our worldwide operations included the management and/or ownership of approximately 75,000 beds at 95 correctional, detention and reentry facilities, including idle facilities, and also included the provision of servicing individuals in a community-based environment on behalf of federal, state and local correctional agencies located throughout the country.
In 2024 and 2023, there was a $4.8 million and $3.8 million net discrete tax benefit, respectively. Included in the provision for income taxes in 2024 and 2023 was a $1.1 million discrete tax benefit and a $1.0 million discrete tax expense related to stock compensation that vested during the respective periods.
In 2025 and 2024, there was a $53.4 million net discrete tax expense and $4.8 million net discrete tax benefit, respectively. Included in the provision for income taxes in 2025 and 2024 was a $3.2 million discrete tax benefit and a $1.1 million discrete tax benefit related to stock compensation that vested during the respective periods.
Net cash provided by operating activities in 2023 was positively impacted by non-cash expenses such as depreciation and amortization, deferred tax provision (benefit), amortization of debt issuance costs, discount and/or premium and other non-cash interest, stock-based compensation expense, loss on sale/disposal of property and equipment, loss on extinguishment of debt and dividends received from our unconsolidated joint venture.
Net cash provided by operating activities in 2025 was positively impacted by non-cash expenses such as depreciation and amortization, deferred tax provision, amortization of debt issuance costs, discount and/or premium and other non-cash interest, stock-based compensation expense, loss on extinguishment of debt and dividends received from our unconsolidated joint venture.
Refer to Note 11 - Debt of the notes to the audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further discussion.
Refer to Note 11- Debt of the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Also included in the provision for income taxes in 2024 was a $3.5 million discrete tax benefit from the interest deduction related to GEO shares issued to the holders of our 6.50% Exchangeable Senior Notes due 2026 that participated in private exchange transactions.
Also included in the provision for income taxes in 2025 was a $56.6 million discrete tax expense related to the sale of our Lawton Facility and in the provision for income taxes in 2024 was a $3.5 million discrete tax benefit from the interest deduction related to GEO shares issued to the holders of our 6.50% Exchangeable Senior Notes due 2026 that participated in private exchange transactions.
These reserves, which include Florina’s reserves and GEO’s legacy reserves and administrative costs for the plans, are undiscounted and were $56.9 million and $65.6 million as of December 31, 2024 and 2023, respectively, and are included in Accrued Expenses in the accompanying Consolidated Balance Sheets.
These reserves, which include Florina’s reserves and GEO’s legacy reserves and administrative costs for the plans, are undiscounted and were $67.3 million and $56.9 million as of December 31, 2025 and 2024, respectively, and are included in Accrued Expenses in the accompanying Consolidated Balance Sheets.
Reentry Services Revenues for Reentry Services increased by $2.5 million in 2024 compared to 2023 primarily due to increases of $4.5 million due to new day reporting center contracts. We also experienced a net aggregate increase of $12.1 million primarily related to increased census levels at certain of our community-based and reentry centers due to increased programming needs and referrals.
Reentry Services Revenues for Reentry Services increased by $9.0 million in 2025 compared to 2024 primarily due to increases of $6.9 million due to new day reporting center contracts. We also experienced a net aggregate increase of $5.4 million primarily related to increased census levels at certain of our community-based and reentry centers due to increased programming needs and referrals.
In the future, our goodwill or other intangible assets may become impaired, which could result in material non-cash charges to our results of operations; • federal, state and local tax rules can adversely affect our results of operations and financial position; • we are subject to risks related to corporate social responsibility; 70 • the market price of our common stock may vary substantially; • expectations about growth in the utilization of detention beds by the federal government may not be realized, which could negatively impact our stock price; • future sales of shares of our common stock or securities convertible into common stock could adversely affect the market price of our common stock and may be dilutive to current shareholders; • various anti-takeover protections applicable to us may make an acquisition of us more difficult and reduce the market value of our common stock; • failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have an adverse effect on our business and the trading price of our common stock; • we may issue additional debt securities that could limit our operating flexibility and negatively affect the value of our common stock; • failure to comply with anti-bribery and anti-corruption laws could subject us to penalties and other adverse consequences; and • other factors contained in our filings with the SEC, including, but not limited to, those detailed in this Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K filed with the SEC.
In the future, our goodwill or other intangible assets may become impaired, which could result in material non-cash charges to our results of operations; 71 • federal, state and local tax rules can adversely affect our results of operations and financial position; • we are subject to risks related to corporate social responsibility; • the market price of our common stock may vary substantially; • expectations about growth in the utilization of detention beds by the federal government may not be realized, which could negatively impact our stock price; • future sales of shares of our common stock or securities convertible into common stock could adversely affect the market price of our common stock and may be dilutive to current shareholders; • our ability to execute on the Share Repurchase Program on the anticipated timeline; • various anti-takeover protections applicable to us may make an acquisition of us more difficult and reduce the market value of our common stock; • failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have an adverse effect on our business and the trading price of our common stock; • we may issue additional debt securities that could limit our operating flexibility and negatively affect the value of our common stock; • a “short squeeze” due to a sudden increase in demand for shares of our common stock that largely exceeds supply has led to, and may continue to lead to, extreme price volatility in shares of our common stock; • failure to comply with anti-bribery and anti-corruption laws could subject us to penalties and other adverse consequences; and • other factors contained in our filings with the SEC, including, but not limited to, those detailed in this Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K filed with the SEC.
Risk Factors” in this Annual Report on Form 10-K, the “Forward-Looking Statements — Safe Harbor,” as well as the other disclosures contained in this Annual Report on Form 10-K, for further discussion on forward-looking statements and the risks and other factors that could prevent us from achieving our goals and cause the assumptions underlying the forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements.
Risk Factors” in this Annual Report on Form 10-K, the “Forward-Looking Statements — Safe Harbor,” as well as the other disclosures contained in this Annual Report on Form 10-K, for further discussion on forward-looking statements and the risks and other factors that could prevent us from achieving our goals and cause the assumptions underlying the forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements. 67 We continue to be encouraged by the current landscape of growth opportunities.
However, if the eleven idle facilities in our Secure Services and Reentry Services segments were to be activated using our Secure Services and Reentry Services average per diem rate in 2024 (calculated as revenue divided by the number of mandays) and based on the average occupancy rate in our facilities for 2024, we would expect to receive annual incremental revenue of approximately $377 million and an increase in annual earnings per share of approximately $0.36 to $0.40 per share based on our average operating margin.
However, if the eight idle facilities in our Secure Services and Reentry Services segments were to be activated using our Secure Services and Reentry Services average per diem rate in 2025 (calculated as revenue divided by the number of mandays) and based on the average occupancy rate in our facilities for 2025, we would expect to receive annual incremental revenue of approximately $240 million and an increase in annual earnings per share of approximately $0.20 to $0.25 per share based on our average operating margin.
Electronic Monitoring and Supervision Services Revenues for Electronic Monitoring and Supervision Services decreased by $93.1 million in 2024 compared to 2023 primarily due to decreases in average participant counts under the Intensive Supervision and Appearance Program ("ISAP").
Electronic Monitoring and Supervision Services Revenues for Electronic Monitoring and Supervision Services decreased by $11.9 million in 2025 compared to 2024 primarily due to decreases in average participant counts under the Intensive Supervision and Appearance Program ("ISAP").
Cash Flow Cash, cash equivalents, restricted cash and cash equivalents as of December 31, 2024 was $125.9 million, compared to $159.9 million as of December 31, 2023 and was impacted by the following: Net cash provided by operating activities in 2024 and 2023 was $242.2 million and $277.8 million, respectively.
Cash Flow Cash, cash equivalents, restricted cash and cash equivalents as of December 31, 2025 was $123.6 million, compared to $125.9 million as of December 31, 2024 and was impacted by the following: Net cash provided by operating activities in 2025 and 2024 was $72.6 million and $242.2 million, respectively.
We expect general and administrative expenses as a percentage of revenue in 2025 to remain consistent or decrease as a result of cost savings initiatives. Idle Facilities In our Secure Services segment, we are currently marketing 10,486 vacant beds with a net book value of approximately $260.6 million at seven of our idle facilities to potential customers.
We expect general and administrative expenses as a percentage of revenue in 2026 to remain consistent or decrease as a result of cost savings initiatives. Idle Facilities In our Secure Services segment, we are currently marketing 5,896 vacant beds with a net book value of approximately $180.9 million at six of our idle facilities to potential customers.
The following table presents the balance due to the Executive Chairman at the end of each of the next five years under the Amended and Restated Executive Retirement Agreement provided that the Executive Chairman is still providing services to GEO under his Executive Chairman Employment Agreement: Period End Retirement Obligation (In thousands) 12/31/2025 $ 16,336 12/31/2026 $ 20,856 12/31/2027 $ 26,351 12/31/2028 $ 33,029 12/31/2029 $ 41,147 63 We have established several trusts for the purpose of paying the retirement benefit pursuant to the Amended and Restated Executive Retirement Agreement.
The following table presents the balance due to the Executive Chairman at the end of each of the next four years under the Amended and Restated Executive Retirement Agreement provided that the Executive Chairman is still providing services to GEO under his Employment Agreement, as amended which is effective through April 1, 2029: Period End Retirement Obligation (In thousands) 12/31/2026 $ 20,856 12/31/2027 $ 26,351 12/31/2028 $ 33,029 12/31/2029 $ 36,415 64 We have established several trusts for the purpose of paying the retirement benefit pursuant to the Amended and Restated Executive Retirement Agreement.
We also experienced an increase related to foreign exchange rate fluctuations of $2.1 million. 58 Depreciation and Amortization 2024 % of Segment Revenue 2023 % of Segment Revenue $ Change % Change (Dollars in thousands) U.S.
We also experienced a decrease of $3.1 million related to foreign exchange rate fluctuations. 58 Depreciation and Amortization 2025 % of Segment Revenue 2024 % of Segment Revenue $ Change % Change (Dollars in thousands) U.S.
As of December 31, 2024, we were developing a number of contractually committed projects that we estimate will cost approximately $76.3 million, of which $51.8 million was spent through December 31, 2024. We estimate our remaining contractually committed capital requirements to be approximately $24.5 million. These projects are expected to be completed through 2025.
As of December 31, 2025, we were developing a number of contractually committed projects that we estimate will cost approximately $90.5 million, of which $58.5 million was spent through December 31, 2025. We estimate our remaining contractually committed capital requirements to be approximately $32.0 million. These projects are expected to be completed through 2026.
An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented.
Entities may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ended December 31, 2025, and continuing to provide the pre-ASU disclosures for the prior periods. Alternatively, entities may apply ASU 2023-09 retrospectively by providing the revised disclosures for all periods presented.
Partially offsetting this increase was a decrease due to foreign exchange rate fluctuations of $12.0 million. Operating Expenses 2024 % of Segment Revenues 2023 % of Segment Revenues $ Change % Change (Dollars in thousands) U.S.
Partially offsetting this decrease was an increase due to foreign exchange rate fluctuations of $2.8 million. 57 Operating Expenses 2025 % of Segment Revenues 2024 % of Segment Revenues $ Change % Change (Dollars in thousands) U.S.
Other Unallocated Operating Expenses 2024 % of Revenue 2023 % of Revenue $ Change % Change (Dollars in thousands) General and Administrative Expenses $ 213,028 8.8 % $ 190,766 7.9 % $ 22,262 11.7 % General and administrative expenses comprise substantially all of our other unallocated operating expenses which primarily includes, corporate management salaries and benefits, professional fees and other administrative expenses.
Other Unallocated Operating Expenses 2025 % of Revenue 2024 % of Revenue $ Change % Change (Dollars in thousands) General and Administrative Expenses $ 235,939 9.0 % $ 213,028 8.8 % $ 22,911 10.8 % General and administrative expenses comprise substantially all of our other unallocated operating expenses which primarily includes, corporate management salaries and benefits, professional fees and other administrative expenses.
With these transactions, as well as the private exchange transactions involving our 6.50% Exchangeable Notes due 2026 discussed below, we have been able to push out substantially all of our debt maturities out to 2029 and 2031. 6.50% Exchangeable Senior Notes due 2026 61 On February 24, 2021, our wholly owned subsidiary, GEO Corrections Holdings, Inc.
With these transactions, as well as the private exchange transactions involving our 6.50% Exchangeable Notes due 2026 discussed below, we have been able to push out substantially all of our debt maturities to 2029 and 2031.
For each of the years ended December 31, 2024 and 2023, we had consolidated revenues of $2.4 billion and we maintained an average company-wide facility occupancy rate of 87.2% including 67,604 active beds and excluding 11,675 idle beds for the year ended December 31, 2024, and 85.8% including 69,834 active beds and excluding 11,421 idle beds for the year ended December 31, 2023.
For the years ended December 31, 2025 and 2024, we had consolidated revenues of $2.6 billion and $2.4 billion, respectively and we maintained an average company-wide facility occupancy rate of 89.2% including 68,157 active beds and excluding 6,646 idle beds for the year ended December 31, 2025, and 87.2% including 67,604 active beds and excluding 11,675 idle beds for the year ended December 31, 2024.
In our Reentry Services segment, we are currently marketing 1,189 vacant beds with a net book value of approximately $26.8 million at four of our idle facilities to potential customers. The combined annual carrying cost of these idle facilities in 2024 is estimated to be $33.0 million, including depreciation expense of $16.8 million.
In our Reentry Services segment, we are currently marketing 750 vacant beds with a net book value of approximately $11.6 million at two of our idle facilities to potential customers. The combined annual carrying cost of these idle facilities in 2026 is estimated to be $23.4 million, including depreciation expense of $12.0 million.
Our reconciliation of net income to EBITDA and Adjusted EBITDA for the years ended December 31, 2024 and 2023 is as follows (in thousands): December 31, 2024 December 31, 2023 Net income $ 31,896 $ 107,183 Add: Income tax provision * 10,203 36,267 Interest expense, net of interest income ** 268,474 219,032 Depreciation and amortization 126,220 125,784 EBITDA 436,793 488,266 Add (Subtract): Loss (gain) on asset divestitures, pre-tax 2,907 (4,691 ) Net loss attributable to noncontrolling interests 70 142 Stock based compensation, pre-tax 18,107 15,065 Litigation costs and settlements, pre-tax — 8,900 Employee restructuring expenses, pre-tax 2,060 814 Start-up expenses, pre-tax 507 — ATM equity program expenses, pre-tax 264 — Close-out expenses, pre-tax 2,345 — Transaction related expenses, pre-tax 3,632 — Other non-cash revenue & expenses, pre-tax (3,196 ) (1,319 ) Adjusted EBITDA $ 463,489 $ 507,177 * Includes income tax provision on equity in earnings of affiliates ** Includes loss on extinguishment of debt Outlook The following discussion of our future performance contains statements that are not historical statements and, therefore, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Our reconciliation of net income to EBITDA and Adjusted EBITDA for the years ended December 31, 2025 and 2024 is as follows (in thousands): December 31, 2025 December 31, 2024 Net income $ 254,306 $ 31,896 Add: Income tax provision * 86,587 10,203 Interest expense, net of interest income ** 159,891 268,474 Depreciation and amortization 132,039 126,220 EBITDA 632,823 436,793 Add (Subtract): (Gain) loss on asset divestitures, pre-tax (232,381 ) 2,907 Net loss attributable to noncontrolling interests 66 70 Stock based compensation, pre-tax 23,593 18,107 Non-cash contingent liability and litigation and settlement costs, pre-tax 38,224 — Employee restructuring expenses, pre-tax 2,003 2,060 Start-up expenses, pre-tax 1,423 507 ATM equity program expenses, pre-tax — 264 Close-out expenses, pre-tax 2,816 2,345 Transaction related expenses, pre-tax 76 3,632 Other non-cash revenue & expenses, pre-tax (4,225 ) (3,196 ) Adjusted EBITDA $ 464,418 $ 463,489 * Includes income tax provision on equity in earnings of affiliates ** Includes loss on extinguishment of debt Outlook The following discussion of our future performance contains statements that are not historical statements and, therefore, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
We continue to be encouraged by the current landscape of growth opportunities. We are preparing for what we believe is an unprecedented opportunity to help the federal government meet its expanded immigration enforcement priorities.
We are preparing for what we believe is an unprecedented opportunity to help the federal government meet its expanded immigration enforcement priorities.
Refer to Note 11 - Debt in the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Executive Retirement Agreement We have a non-qualified deferred compensation agreement with our Executive Chairmen and former Chief Executive Officer (“former CEO”).
Refer to Note 11 - Debt in the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Executive Retirement Agreement We have a non-qualified deferred compensation agreement with our Executive Chairmen. The agreement provides for a lump sum payment upon retirement, no sooner than age 55.
Reentry Services Reentry Services depreciation and amortization expense decreased in 2024 compared to 2023 primarily due to certain assets becoming fully depreciated and/or amortized as well as certain asset dispositions at our company-owned centers. International Services Depreciation and amortization expense increased slightly in 2024 compared to 2023 primarily due to foreign exchange rate fluctuations.
Electronic Monitoring and Supervision Services Depreciation and amortization expense increased in 2025 compared to 2024 primarily due to renovations at certain of our leased centers. Reentry Services Reentry Services depreciation and amortization expense decreased in 2025 compared to 2024 primarily due to certain assets becoming fully depreciated and/or amortized as well as certain asset dispositions at our company-owned centers.
We review long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable.
There was no indication of impairment related to our idle facilities during the year ended December 31, 2025 or 2023. We review long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable.
We look at the average occupancy in our facilities to determine how we are managing our available beds. The average occupancy is calculated by taking compensated mandays as a percentage of capacity. The average occupancy in our U.S. Secure Services facilities was 86.6% and 86.2% of capacity in 2024 and 2023, respectively, excluding idle facilities.
The average occupancy is calculated by taking compensated mandays as a percentage of capacity. The average occupancy in our U.S. Secure Services facilities was 88.7% and 86.6% of capacity in 2025 and 2024, respectively, excluding idle facilities.
Given the nature of our business as a real estate owner and operator, we believe that EBITDA and Adjusted EBITDA are helpful to investors as measures of our operational performance because they provide an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures, and to fund other cash needs or reinvest cash into our business. 65 We believe that by removing the impact of our asset base (primarily depreciation and amortization) and excluding certain non-cash charges, amounts spent on interest and taxes, and certain other charges that are highly variable from year to year, EBITDA and Adjusted EBITDA provide our investors with performance measures that reflect the impact to operations from trends in occupancy rates, per diem rates and operating costs, providing a perspective not immediately apparent from net income.
We believe that by removing the impact of our asset base (primarily depreciation and amortization) and excluding certain non-cash charges, amounts spent on interest and taxes, and certain other charges that are highly variable from year to year, EBITDA and Adjusted EBITDA provide our investors with performance measures that reflect the impact to operations from trends in occupancy rates, per diem rates and operating costs, providing a perspective not immediately apparent from net income.
Interest expense decreased by $27.7 million in 2024 compared to 2023 primarily due to our Senior Notes Offering and new Term Loan under our new credit agreement that closed on April 18, 2024 which resulted in overall lower interest rates. We also retired the majority of our 6.50% Exchangeable Senior Notes due 2026 during 2024.
Interest expense decreased by $30.1 million in 2025 compared to 2024 primarily due to our Senior Notes Offering and new Term Loan under our new credit agreement that closed on April 18, 2024 which resulted in overall lower interest expense due to lower interest rates.
We will adopt this ASU prospectively for the period ending December 31, 2025, and it will impact only our disclosures with no impacts to our financial condition and results of operations. 56 Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC did not, or are not expected to, have a material effect on our results of operations or financial position.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC did not, or are not expected to, have a material effect on our results of operations or financial position.
GEO and our Executive Chairman and former CEO, entered into on May 27, 2021, and effective July 1, 2021, an Amended and Restated Executive Retirement Agreement which replaced the prior February 26, 2020 agreement discussed below.
As of December 31, 2025, our Executive Chairman had reached age 55 and was eligible to receive the payment upon retirement. GEO and our Executive Chairman entered into on May 27, 2021, and effective July 1, 2021, an Amended and Restated Executive Retirement Agreement which replaced the prior February 26, 2020 agreement discussed below.
Summarized statement of operations (in thousands): Year Ended December 31, 2024 Year Ended December 31, 2023 Net operating revenues $ 2,202,285 $ 2,207,117 Income from operations 274,752 330,684 Net income 1,673 81,646 Net income attributable to The GEO Group, Inc. 1,673 81,646 Summarized balance sheets (in thousands): December 31, 2024 December 31, 2023 Current assets $ 438,433 $ 455,746 Noncurrent assets (a) 2,999,305 3,028,140 Current liabilities 255,851 354,503 Noncurrent liabilities (b) 2,002,284 1,997,130 (a) Includes amounts due from non-guarantor subsidiaries of $55.9 million and $50.0 million as of December 31, 2024 and 2023, respectively.
Summarized statement of operations (in thousands): Year Ended December 31, 2025 Year Ended December 31, 2024 Net operating revenues $ 2,421,724 $ 2,202,285 Income from operations 225,298 274,752 Net income 221,230 1,673 Net income attributable to The GEO Group, Inc. operations 221,230 1,673 Summarized balance sheets (in thousands): December 31, 2025 December 31, 2024 Current assets $ 645,982 $ 438,433 Noncurrent assets (a) 2,971,002 2,999,305 Current liabilities 257,936 255,851 Noncurrent liabilities (b) 2,021,019 2,002,284 (a) Includes amounts due from non-guarantor subsidiaries of $52.8 million and $55.9 million as of December 31, 2025and 2024, respectively.
Equity in earnings of affiliates in 2024 compared to 2023 decreased primarily due to unfavorable performance at SACS.
Equity in earnings of affiliates in 2025 compared to 2024 increased primarily due to favorable performance at SACS and GEOAmey.
Our actual results may differ materially from those anticipated in the forward-looking statements as a result of certain factors, including, but not limited to, those described under “Item 1A. Risk Factors” and those included in other portions of this report. 2024 versus 2023 Revenues 2024 % of Revenue 2023 % of Revenue $ Change % Change (Dollars in thousands) U.S.
Our actual results may differ materially from those anticipated in the forward-looking statements as a result of certain factors, including, but not limited to, those described under “Item 1A.
Changes in accounts payable, accrued expenses and other liabilities increased by $8.1 million which positively impacted cash. The increase was primarily due to the timing of payments.
The increase was primarily driven by the timing of billings and collections along with delays in payment due to the government shut down during the fourth quarter of 2025. Changes in accounts payable, accrued expenses and other liabilities increased by $97.3 million which positively impacted cash. The increase was primarily due to the timing of payments.
Secure Services U.S. Secure Services depreciation and amortization expense increased in 2024 compared to 2023 primarily due to renovations at certain of our company-owned and leased facilities.
Secure Services U.S. Secure Services depreciation and amortization expense increased in 2025 compared to 2024 primarily due to renovations at certain of our company-owned and leased facilities as well as the impact of our purchase of the Western Region Detention Center offset by the sale of our company-owned Lawton Correctional Facility in July 2025.
Equity in earnings of affiliates negatively impacted cash along with a net gain on disposition of assets. Changes in accounts receivable, prepaid expenses and other assets decreased in total by a net of $11.7 million, representing a positive impact on cash. The decrease was primarily driven by the timing of billings and collections.
Equity in earnings of affiliates and net gain on asset divestitures negatively impacted cash along with realized/unrealized gain on investments. Changes in accounts receivable, prepaid expenses and other assets increased in total by a net of $233.0 million, representing a negative impact on cash.
This ASU requires an entity to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure.
It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure.
Limited commercial availability of certain types of insurance relating to windstorm exposure in coastal areas and earthquake exposure mainly in California and the Pacific Northwest may prevent us from insuring some of our facilities to full replacement value. With respect to operations in South Africa and Australia, we utilize locally-procured insurance to meet contractual insurance requirements and protect us.
Limited commercial availability of certain types of insurance relating to windstorm exposure in coastal areas and earthquake exposure mainly in California and the Pacific Northwest may prevent us from insuring some of our facilities to full replacement value. Of the insurance policies discussed above, our most significant insurance reserves relate to workers’ compensation, general liability and auto claims.
Loss on Extinguishment of Debt 2024 % of Revenue 2023 % of Revenue $ Change % Change (Dollars in thousands) Loss on Extinguishment of Debt $ 86,637 3.6 % $ 8,532 0.4 % $ 78,105 915.4 % During 2024, we completed a Senior Note Offering and also made mandatory prepayments on our Term Loan which resulted in a loss on extinguishment of debt of approximately $86.6 million which consisted of the write-off of existing deferred financing costs and net discount/premiums and the payment of call premiums.
In connection with the repayment, we wrote off the related deferred financing costs and paid call premiums. During 2024, we completed a Senior Note Offering which resulted in a loss on extinguishment of debt of approximately $86.6 million which consisted of the write-off of existing deferred financing costs and net discounts/premiums and the payment of call premiums.
Net cash used in investing activities of $53.4 million in 2023 was primarily the result of capital expenditures of $73.0 million offset by proceeds from sale of real estate and other assets of $19.6 million. Net cash used in financing activities in 2024 was $163.8 million compared to net cash used in financing activities of $208.1 million in 2023.
Net cash provided by investing activities of $105.7 million in 2025 was primarily the result of proceeds from sale of real estate and other assets of $321.1 million and proceeds from sale of marketable securities of $4.6 million offset by capital expenditures of $197.5 million and purchases of marketable securities of $22.5 million.
This decrease was partially offset by an aggregate net increase of $2.5 million related to increased census levels at certain of our community-based and reentry centers due to increased programming needs and referrals and the associated variable costs as well as an increase of $3.2 million due to the new day reporting center contracts.
We also experienced an aggregate net increase of 9.1 million related to increased census levels at certain of our community-based and reentry centers due to increased programming needs and referrals and the associated variable costs. Partially offsetting these increases were decreases of $8.3 million due to contract terminations.
Secure Services $ 1,215,784 75.8 % $ 1,169,386 77.0 % $ 46,398 4.0 % Electronic Monitoring and Supervision Services 160,948 48.4 % 184,923 43.4 % (23,975 ) (13.0 )% Reentry Services 205,650 74.1 % 209,779 76.3 % (4,129 ) (2.0 )% International Services 192,097 91.9 % 180,140 92.9 % 11,957 6.6 % Total $ 1,774,479 $ 1,744,228 $ 30,251 1.7 % Operating expenses consist of those expenses incurred in the operation and management of our U.S.
Secure Services $ 1,407,622 77.0 % $ 1,215,784 75.8 % $ 191,838 15.8 % Electronic Monitoring and Supervision Services 170,522 53.1 % 160,948 48.4 % 9,574 5.9 % Reentry Services 212,123 74.0 % 205,650 74.1 % 6,473 3.1 % International Services 178,214 90.4 % 192,097 91.9 % (13,883 ) (7.2 )% Total $ 1,968,481 $ 1,774,479 $ 194,002 10.9 % Operating expenses consist of those expenses incurred in the operation and management of our U.S.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeBased upon our foreign currency exchange rate exposure as of December 31, 2024 with respect to our international operations, every 10 percent change in historical currency rates would have a $8.0 million effect on our financial position and a $1.0 million impact on our results of operations over the next fiscal year.
Biggest changeBased upon our foreign currency exchange rate exposure as of December 31, 2025 with respect to our international operations, every 10 percent change in historical currency rates would have a $8.9 million effect on our financial position and a $1.5 million impact on our results of operations over the next fiscal year.
Based on borrowings outstanding as of December 31, 2024 under the Credit Agreement of $430.8 million, for every one percent increase in the interest rate applicable to the Credit Agreement, our total annual interest expense would increase by approximately $4.3 million.
Based on borrowings outstanding as of December 31, 2025 under the Credit Agreement of $358.3 million, for every one percent increase in the interest rate applicable to the Credit Agreement, our total annual interest expense would increase by approximately $3.6 million.

Other GEO 10-K year-over-year comparisons