| Shareholders' Equity |
6. SHAREHOLDERS’ EQUITY The following tables present the changes in shareholders’ equity that are attributable to the Company’s shareholders and to noncontrolling interests for the three and six months ended June 30, 2026 and 2025 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares |
|
|
Additional
Paid-In |
|
|
|
|
|
Accumulated
Other
Comprehensive |
|
|
Treasury shares |
|
|
Noncontrolling |
|
|
Total
Shareholders' |
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Retained Earnings |
|
|
Loss |
|
|
Shares |
|
|
Amount |
|
|
Interests |
|
|
Equity |
|
For the Three Months Ended
June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 1, 2026 |
|
|
133,675 |
|
|
$ |
1,422 |
|
|
$ |
1,321,056 |
|
|
$ |
332,586 |
|
|
$ |
(16,703 |
) |
|
|
8,499 |
|
|
$ |
(141,124 |
) |
|
$ |
(1,681 |
) |
|
$ |
1,495,556 |
|
Proceeds from exercise
of stock options |
|
|
211 |
|
|
|
2 |
|
|
|
2,638 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,640 |
|
Stock-based compensation
expense |
|
|
— |
|
|
|
— |
|
|
|
4,923 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,923 |
|
Restricted stock granted |
|
|
13 |
|
|
|
0 |
|
|
|
(0 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Restricted stock canceled |
|
|
(17 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Purchase of treasury shares [2] |
|
|
(1,599 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,599 |
|
|
|
(36,631 |
) |
|
|
— |
|
|
|
(36,631 |
) |
Issuance of common
stock - ESPP |
|
|
2 |
|
|
|
— |
|
|
|
43 |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
43 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
47,503 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(43 |
) |
|
|
47,460 |
|
Other comprehensive income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
720 |
|
|
|
— |
|
|
|
— |
|
|
|
(31 |
) |
|
|
689 |
|
Balance, June 30, 2026 |
|
|
132,285 |
|
|
$ |
1,424 |
|
|
$ |
1,328,660 |
|
|
$ |
380,089 |
|
|
$ |
(15,983 |
) |
|
|
10,098 |
|
|
$ |
(177,755 |
) |
|
$ |
(1,755 |
) |
|
$ |
1,514,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares |
|
|
Additional
Paid-In |
|
|
|
|
|
Accumulated
Other
Comprehensive |
|
|
Treasury shares |
|
|
Noncontrolling |
|
|
Total
Shareholders' |
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Retained Earnings (Accumulated Deficit) |
|
|
Loss |
|
|
Shares |
|
|
Amount |
|
|
Interests |
|
|
Equity |
|
For the Three Months Ended
June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 1, 2025 |
|
|
141,205 |
|
|
$ |
1,412 |
|
|
$ |
1,302,902 |
|
|
$ |
59,438 |
|
|
$ |
(20,654 |
) |
|
|
— |
|
|
$ |
— |
|
|
$ |
(1,550 |
) |
|
$ |
1,341,548 |
|
Proceeds from exercise of
stock options |
|
|
65 |
|
|
|
1 |
|
|
|
862 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
863 |
|
Stock-based compensation
expense |
|
|
— |
|
|
|
— |
|
|
|
5,506 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,506 |
|
Restricted stock canceled |
|
|
(27 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
- |
|
Issuance of common
stock - ESPP |
|
|
2 |
|
|
|
— |
|
|
|
47 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
47 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
29,108 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(34 |
) |
|
|
29,074 |
|
Other comprehensive income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,400 |
|
|
|
— |
|
|
|
— |
|
|
|
(18 |
) |
|
|
4,382 |
|
Balance, June 30, 2025 |
|
|
141,245 |
|
|
$ |
1,413 |
|
|
$ |
1,309,317 |
|
|
$ |
88,546 |
|
|
$ |
(16,254 |
) |
|
|
— |
|
|
$ |
— |
|
|
$ |
(1,602 |
) |
|
$ |
1,381,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares |
|
|
Additional
Paid-In |
|
|
|
|
|
Accumulated
Other
Comprehensive |
|
|
Treasury shares |
|
|
Noncontrolling |
|
|
Total
Shareholders' |
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Retained Earnings |
|
|
Loss |
|
|
Shares |
|
|
Amount |
|
|
Interests |
|
|
Equity |
|
For the Six Months Ended
June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance January 1, 2026 |
|
|
136,243 |
|
|
$ |
1,412 |
|
|
$ |
1,319,135 |
|
|
$ |
294,252 |
|
|
$ |
(17,972 |
) |
|
|
4,939 |
|
|
$ |
(91,021 |
) |
|
$ |
(1,672 |
) |
|
$ |
1,504,134 |
|
Proceeds from exercise of
stock options |
|
|
253 |
|
|
|
3 |
|
|
|
3,012 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,015 |
|
Stock-based compensation
expense |
|
|
— |
|
|
|
— |
|
|
|
12,689 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12,689 |
|
Restricted stock granted |
|
|
1,527 |
|
|
|
15 |
|
|
|
(15 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Restricted stock canceled |
|
|
(162 |
) |
|
|
(2 |
) |
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Shares withheld for net
settlements of share-
based awards [1] |
|
|
(422 |
) |
|
|
(4 |
) |
|
|
(6,244 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,248 |
) |
Issuance of common
stock - ESPP |
|
|
5 |
|
|
|
— |
|
|
|
81 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
81 |
|
Purchase of treasury shares [2] |
|
|
(5,159 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
5,159 |
|
|
|
(86,734 |
) |
|
|
— |
|
|
|
(86,734 |
) |
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
85,837 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(71 |
) |
|
|
85,766 |
|
Other comprehensive income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,989 |
|
|
|
— |
|
|
|
— |
|
|
|
(12 |
) |
|
|
1,977 |
|
Balance, June 30, 2026 |
|
|
132,285 |
|
|
$ |
1,424 |
|
|
$ |
1,328,660 |
|
|
$ |
380,089 |
|
|
$ |
(15,983 |
) |
|
|
10,098 |
|
|
$ |
(177,755 |
) |
|
$ |
(1,755 |
) |
|
$ |
1,514,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares |
|
|
Additional
Paid-In |
|
|
|
|
|
Accumulated
Other
Comprehensive |
|
|
Treasury shares |
|
|
Noncontrolling |
|
|
Total
Shareholders' |
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Retained Earnings (Accumulated Deficit) |
|
|
Loss |
|
|
Shares |
|
|
Amount |
|
|
Interests |
|
|
Equity |
|
For the Six Months Ended
June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 1, 2025 |
|
|
140,181 |
|
|
$ |
1,402 |
|
|
$ |
1,315,256 |
|
|
$ |
39,880 |
|
|
$ |
(21,602 |
) |
|
|
— |
|
|
$ |
— |
|
|
$ |
(1,522 |
) |
|
$ |
1,333,414 |
|
Proceeds from exercise
of stock options |
|
|
274 |
|
|
|
3 |
|
|
|
4,166 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,169 |
|
Stock-based compensation
expense |
|
|
— |
|
|
|
— |
|
|
|
11,994 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,994 |
|
Restricted stock granted |
|
|
1,827 |
|
|
|
18 |
|
|
|
(18 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
- |
|
Restricted stock canceled |
|
|
(134 |
) |
|
|
(1 |
) |
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
- |
|
Shares withheld for net
settlements of share-
based awards [1] |
|
|
(906 |
) |
|
|
(9 |
) |
|
|
(22,168 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(22,177 |
) |
Issuance of common
stock - ESPP |
|
|
3 |
|
|
|
— |
|
|
|
86 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
86 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
48,666 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(50 |
) |
|
|
48,616 |
|
Other comprehensive
income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,348 |
|
|
|
— |
|
|
|
— |
|
|
|
(30 |
) |
|
|
5,318 |
|
Balance, June 30, 2025 |
|
|
141,245 |
|
|
$ |
1,413 |
|
|
$ |
1,309,317 |
|
|
$ |
88,546 |
|
|
$ |
(16,254 |
) |
|
|
— |
|
|
$ |
- |
|
|
$ |
(1,602 |
) |
|
$ |
1,381,420 |
|
[1] The Company withheld shares through net settlements to satisfy statutory tax withholding requirements upon the vesting of shares of restricted stock held by employees. [2] During the six months ended June 30, 2026, the Company repurchased 5,158,349 shares of its common stock in the open market. Share Repurchase Program On August 4, 2025, the Company's Board of Directors ("Board") authorized and approved a share repurchase program (the "Share Repurchase Program") covering the repurchase of up to $300 million of shares of the Company's common stock through an expiration date of June 30, 2028. On November 4, 2025, the Board authorized and approved an increase to the size of the Share Repurchase Program from $300 million to $500 million and also extended the expiration date from June 30, 2028 to December 31, 2029. Repurchases of the Company's common stock will be made in accordance with applicable securities laws and may be made at senior management’s discretion 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 Securities Exchange Act of 1934, as amended. The authorization for the Share Repurchase Program may be extended, increased, decreased, suspended or terminated by the 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 the Company to purchase any particular amount of the Company’s common stock. During the six months ended June 30, 2026, the Company repurchased 5,158,349 shares of its common stock under the program. 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. The shelf registration statement became automatically effective upon filing and is valid for three years. Prospectus Supplement On December 28, 2023, in connection with the shelf registration, the Company 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. Sales of shares of GEO's 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. There were no shares of common stock sold under this prospectus supplement during the six months ended June 30, 2026 or 2025. Comprehensive Income (Loss) Comprehensive income (loss) represents the change in shareholders' equity from transactions and other events and circumstances arising from non-shareholder sources. The Company's total comprehensive income (loss) is comprised of net income (loss) attributable to GEO, net loss attributable to noncontrolling interests, foreign currency translation adjustments that arise from consolidating foreign operations that do not impact cash flows, net unrealized gains and/or losses on derivative instruments, marketable securities and pension liability adjustments within shareholders' equity and comprehensive income (loss). The components of accumulated other comprehensive loss attributable to GEO within shareholders' equity are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2026 |
|
|
|
(In thousands) |
|
|
|
Foreign currency
translation
adjustments,
net of tax (1) |
|
|
Change
in fair
value of
derivatives,
net of tax |
|
|
Change in marketable securities, net of tax |
|
|
Pension
adjustments,
net of tax |
|
|
Total |
|
Balance, January 1, 2026 |
|
$ |
(21,440 |
) |
|
$ |
2,744 |
|
|
$ |
476 |
|
|
$ |
248 |
|
|
$ |
(17,972 |
) |
Current-period other comprehensive income (loss) |
|
|
2,255 |
|
|
|
281 |
|
|
|
(559 |
) |
|
|
12 |
|
|
|
1,989 |
|
Balance, June 30, 2026 |
|
$ |
(19,185 |
) |
|
$ |
3,025 |
|
|
$ |
(83 |
) |
|
$ |
260 |
|
|
$ |
(15,983 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2025 |
|
|
|
(In thousands) |
|
|
|
Foreign currency
translation
adjustments,
net of tax (1) |
|
|
Change
in fair
value of
derivatives,
net of tax |
|
|
Change in marketable securities, net of tax |
|
|
Pension
adjustments,
net of tax |
|
|
Total |
|
Balance, January 1, 2025 |
|
$ |
(26,939 |
) |
|
$ |
3,833 |
|
|
$ |
(15 |
) |
|
$ |
1,519 |
|
|
$ |
(21,602 |
) |
Current-period other comprehensive income (loss) |
|
|
6,051 |
|
|
|
(1,015 |
) |
|
|
410 |
|
|
|
(98 |
) |
|
|
5,348 |
|
Balance, June 30, 2025 |
|
$ |
(20,888 |
) |
|
$ |
2,818 |
|
|
$ |
395 |
|
|
$ |
1,421 |
|
|
$ |
(16,254 |
) |
(1)The foreign currency translation related to noncontrolling interests was not significant at June 30, 2026 or 2025.
|