---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-140002"
form_type: "8-K"
ticker: "GEO"
cik: "0000923796"
company_name: "GEO GROUP INC"
filed_at: "2024-05-16T23:59:59+00:00"
generated_at: "2026-06-01T22:25:28.927897+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# GEO Group exchanges $46.4M of 6.50% notes for $75.3M in cash/stock, reducing outstanding by 88%

## Summary
- Exchanged $46.4M aggregate principal of 6.50% Exchangeable Senior Notes due 2026 for estimated $75.3M in cash and common stock.
- Exchange reduces outstanding principal by ~88%; only $6.5M of the notes remain outstanding after the deal.
- Exchange price based on 5-day VWAP starting May 16, 2024; shares issued in private placement exempt from registration.
- Transaction extinguishes debt at a premium to par, improving balance sheet and reducing interest expense.
- Holders include qualified institutional buyers; shares are restricted and not registered under the Securities Act.

## SEC filing metadata
- accession: 0001193125-24-140002
- form_type: 8-K
- ticker: GEO
- cik: 0000923796
- company_name: GEO GROUP INC
- filed_at: 2024-05-16T23:59:59+00:00
- event_type: debt
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/923796/000119312524140002/0001193125-24-140002-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/923796/000119312524140002/d89245d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-140002
- JSON: https://secwatch.observer/filing/0001193125-24-140002.json
- Plain text: https://secwatch.observer/filing/0001193125-24-140002.txt

## Key facts
- Material Agreements
  GEO GROUP INC entered into Exchange Agreements for 6.50% Exchangeable Senior Notes due 2026 with certain holders (Noteholders) of GEO Corrections Holdings, Inc.'s 6.50% Exchangeable Senior Notes due 2026 valued at $46.4 million principal exchanged for estimated valuation of $75.3 million (cash and common stock) (effective 2024-05-15).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: certain holders (Noteholders) of GEO Corrections Holdings, Inc.'s 6.50% Exchangeable Senior Notes due 2026
  - Value: $46.4 million principal exchanged for estimated valuation of $75.3 million (cash and common stock)
  - Effective: 2024-05-15
  source text: On May 15, 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/923796/000119312524140002/0001193125-24-140002-index.htm

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