---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-087934"
form_type: "8-K"
ticker: "GEO"
cik: "0000923796"
company_name: "GEO GROUP INC"
filed_at: "2024-04-05T23:59:59+00:00"
generated_at: "2026-06-04T02:05:08.873113+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# GEO Group exchanges $177M of 6.50% Exchangeable Senior Notes for $305M cash and stock

## Summary
- Entered private exchange agreements to exchange $177M principal of 6.50% Exchangeable Senior Notes due 2026 for estimated $305M cash and stock.
- Notes exchanged represent 77% of outstanding principal; $53M remains outstanding after exchange.
- Cash portion of $177M to be funded by net proceeds from previously announced senior secured and unsecured notes offerings.
- Final number of shares to be determined by VWAP over 20 trading days starting April 5, 2024.
- Shares issued will be unregistered under Section 4(a)(2) of the Securities Act.

## SEC filing metadata
- accession: 0001193125-24-087934
- form_type: 8-K
- ticker: GEO
- cik: 0000923796
- company_name: GEO GROUP INC
- filed_at: 2024-04-05T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/923796/000119312524087934/0001193125-24-087934-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/923796/000119312524087934/d794257d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-087934
- JSON: https://secwatch.observer/filing/0001193125-24-087934.json
- Plain text: https://secwatch.observer/filing/0001193125-24-087934.txt

## Key facts
- Material Agreements
  GEO GROUP INC entered into Exchange Agreement with certain holders of GEO Corrections Holdings, Inc.’s 6.50% Exchangeable Senior Notes due 2026 valued at $177 million in aggregate principal amount of the outstanding 6.50% Exchangeable Senior Notes for a (effective 2024-04-04).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: certain holders of GEO Corrections Holdings, Inc.’s 6.50% Exchangeable Senior Notes due 2026
  - Value: $177 million in aggregate principal amount of the outstanding 6.50% Exchangeable Senior Notes for a
  - Effective: 2024-04-04
  source text: On April 4, 2024, The GEO Group, Inc. (“GEO” or the “Company”) entered into private exchange agreements (the “Exchange Agreements” and each, an “Exchange Agreement”) with certain holders (the “Noteholders”) of GEO Corrections Holdings, Inc.’s 6.50% Exchangeable Senior Notes due 2026 (the “6.50% Exchangeable Senior Notes”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/923796/000119312524087934/0001193125-24-087934-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.