Geo Group Inc REIT filed SEC Form 8-K: Regulation FD Disclosure
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| Section 1 | Registrant’s Business and Operations |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 3, 2025, The GEO Group, Inc. (“GEO” or the “Company”) entered into a Purchase and Sale Agreement (the “Sale Agreement”) with CPT Operating Partnership L.P. (together with GEO, the “Seller”) and the State of Oklahoma (the “Purchaser”) pursuant to which, subject to the terms of the Sale Agreement, the Seller will sell the Lawton Correctional Facility located in Lawton, Oklahoma (the “Facility”) to the Purchaser for a sale price of $312 million. Subject to the satisfaction of certain closing conditions, the sale of the Facility is expected to close on July 25, 2025 and the Company expects to transition Facility operations to the Oklahoma Department of Corrections simultaneously on July 25, 2025. The Oklahoma Department of Corrections is currently a customer of the Company. The Sale Agreement also contains certain customary representations, warranties and covenants that the parties made to each other. The Sale Agreement was entered into in the ordinary course of business but may be considered a “material contract” as defined under Item 601(b)(10)(ii)(C) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
The foregoing description of the Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sale Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
| Section 7 | Regulation FD |
| Item 7.01. | Regulation FD Disclosure. |
On June 5, 2025, the Company issued a press release announcing entering into the Sale Agreement, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Form 8-K”).
The information furnished in this Item 7.01, including Exhibit 99.1 hereto, 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 of that section, nor shall such information be deemed incorporated by reference in any filings 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. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein.
| Section 9 | Financial Statements and Exhibits |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1* | Purchase and Sale Agreement, dated as of June 3, 2025, by and between The GEO Group, Inc., CPT Operating Partnership L.P. and the State of Oklahoma. | |
| 99.1 | Press release issued by The Geo Group, Inc. on June 5, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Certain exhibits have been omitted pursuant to Item 601 of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted exhibits to the SEC upon request by the SEC; provided that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE GEO GROUP, INC. | ||||||
| June 9, 2025 | By: | /s/ Mark J. Suchinski | ||||
| Date | Mark J. Suchinski | |||||
| Senior Vice President and Chief Financial Officer | ||||||
| (Principal Financial Officer) | ||||||