Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On October 2, 2026, The GEO Group, Inc., a Florida corporation (“GEO” or the “Company”), and CPT Operating Partnership, L.P., a Delaware limited partnership and subsidiary of the Company, entered into a Purchase and Sale Agreement (the “Adelanto Complex Purchase Agreement”) with the United States of America and its assigns, by and through the Department of Homeland Security (the “Buyer”), pursuant to which, and upon the terms and subject to the conditions set forth therein, the Company sold to Buyer its 1,280-bed Adelanto West ICE Processing Center (the “Adelanto West Facility”), 660-bed Adelanto East ICE Processing Center (the “Adelanto East Facility”), and 704-bed Desert View Annex (the “Desert View Facility”, and collectively with the Adelanto West Facility and the Adelanto East Facility, the “Adelanto Complex”) located in Adelanto, California, and certain related assets and property for an aggregate purchase price of $950,000,000. The sale of the Adelanto Complex was completed concurrently with the parties’ entry into the Adelanto Complex Purchase Agreement.
The above summary of the Adelanto Complex Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Adelanto Complex Purchase Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
After federal and state taxes and transaction fees and expenses, the Company anticipates receiving approximately $705 million in net proceeds from the sale of the Adelanto Complex. The Company intends to use the net proceeds from the sale of the Adelanto Complex along with cashflow from operations to reduce the Company’s debt, repurchase shares of the Company’s common stock, and for other general corporate purposes.
The Company expects to continue providing support services for the Adelanto West Facility, the Adelanto East Facility, and the Desert View Facility under the Company’s existing contract with U.S. Immigration and Customs Enforcement (“ICE”), which has a full term effective through December 19, 2034, inclusive of the current term ending December 19, 2029, and a five-year option period. As is the case with all of the Company’s contracts with government agencies, ICE has the ability to terminate the existing contract for non-appropriation of funds or for convenience and as a result, the Company can provide no assurance that it will continue to manage those facilities in the future.
In addition to the completed sale of the Adelanto Complex, the Company remains engaged in an active process for the sale of multiple other company-owned facilities to ICE, subject to mutual agreement on price and the Company’s continued management of those facilities under long-term support services contracts. At this time, there is no definitive agreement in place nor a precise timeline for the closing of any additional transactions, and the Company can provide no assurance that any additional transactions will occur.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On October 5, 2026, GEO announced that its Board of Directors had approved an increase to the share repurchase authorization under its share repurchase program from $500 million to $1.25 billion, which is effective through December 31, 2029.
Repurchases of GEO’s outstanding common stock will be made in accordance with applicable securities laws and may be made at the discretion of GEO’s senior management from time to time in the open market, by block purchase, through privately negotiated transactions, pursuant to a trading plan, or otherwise in compliance with Rule 10b-18 under the Exchange Act. The authorization for the share repurchase program may be extended, increased, decreased, suspended or terminated by GEO’s Board of Directors in its discretion at any time. Repurchases of the Company’s common stock (and the timing thereof) will depend upon market conditions, regulatory requirements, the Company’s existing obligations, including its Credit Agreement, other corporate liquidity requirements and priorities and other factors as may be considered in the Company’s sole discretion. The authorization for the share repurchase program does not obligate GEO to purchase any particular amount of the Company’s common stock.
Item 9.01 Financial Statements and Exhibits.