Annual General Meeting Transcript - GEO 2026-04-28

George Zoley, CEO

Good morning. I am George Zoli, Chairman, Chief Executive Officer, and Founder of the GEO Group. It is now 10 a.m. with me today is Scott Shipma, General Counsel and Secretary of the Corporation. Also joining us this morning, Ms. Phillips will be available to answer and make a statement if so desired. I would like to thank the members of our senior management team and many of our employees who are attending today's virtual meeting.

Scott A. Schipma, General Counsel

And Scott Shipma will act as Secretary of the Meeting over to Mr. Shipma. proceeding with the business portion of the meeting we'd like to remind all shareholders in attendance today that you can cast your votes and submit questions online. The question limit per shareholder and the same topic are submitted. In order to ensure questions are compiled in a timely manner we would ask that financial solutions such as a notice of beginning March 19, 2026 to every holder of common stock of record as of the close of business on March 3, 2020, online or represented by proxy, the holders of 106 million have been appointed inspector of elections for the annual meeting and is attending online. We may now, therefore, proceed with the business of the meeting.

George Zoley, CEO

Rules of conduct for the annual meeting have been posted on the virtual meeting website. The agenda for the annual meeting has been prepared, and I will ask Mr. Shipman to read it at this time.

Scott A. Schipma, General Counsel

Annual meeting is at number one. Presentation of proposals set forth in the 2026 proxy of the nominated directors for the ensuing year. Each term expires approval of the resolution on named executive officer compensation. Item number two is voting. Item number three, the announcement of voting results. Item number four, the company report.

George Zoley, CEO

Item number five, question and answer period. item number six adjournment of the 2026 annual shareholders meeting i hereby move for the agenda to be adopted without objection the agenda is adopted order of business is the election of directors the board of directors upon the recommendation of the nomination and corporate governance committee has nominated for election to the board of directors the following nominees to serve for a term lasting until the next annual meeting of shareholders or duly elected and qualified. Listed in the proxy statement, the nominations codify the appointment of grants as our independent registered public accountants for the fiscal year 2026. And the last order of business is to hold an advisory vote to approve named executive officer compensation. of the proposal.

Scott A. Schipma, General Counsel

Therefore, the time to submit questions online has members in attendance who have not yet voted. Board of Directors have received a majority of the votes cast and are therefore elected to hold office until the next annual meeting or until their successors are elected. The number of votes cast in favor of the proposal to ratify the appointment of Grant Thornton LLP as the Independent Registered Public Accountants of GEO for the fiscal year 2026 exceeds the number of votes cast against the proposal. The number of votes cast in Executive Officer Compensation exceeds the number of votes cast. We will provide the final voting results in a form 8K to be filed with the Securities and Exchange Commission within four business days of the annual meeting. We will now move to the company's report for 2025. Please note that the report may include forward-looking statements regarding our beliefs and current expectations with respect to various matters. These forward-looking statements are intended to fall within the safe harbor provisions of the securities laws. Our actual results may differ materially from those in the forward-looking statements as a result of various factors contained in our Securities and Exchange Commission filings, including our annual report on Form 10 . Additionally, the report may include non-GAAP information, an explanation of the non-GAAP information, along with reconciliations to gap basis information, may be found in our earnings announcement and supplemental disclosure for the fourth quarter and year-ended December 31, 2025. Mr. Zoli, the Chairman, Chief Executive Officer, and now give the company's report.

George Zoley, CEO

Thank you, Scott. It is my pleasure to provide a review of the GEO Group's operational and financial results. In 2025, we believe our company made significant progress toward meeting our financial and strategic objectives. During the year, we were awarded new or expanded contracts total $520 million in new incremental annualized revenues. These contract wins represent the largest amount of new business we have won in a single year in our company's history. In our GEO Secure Services segment, we entered into new contracts to house ICE detainees at four facilities total. These facilities include the 100-bed North Lake facility in Michigan and the 1868-bed D-rated into a to provide management services at the state 10-bed North Florida detention. The joint venture agreement demonstrates GEO's ability to provide management services through alternative solutions partnership with the federal government during the third quarter of 25 we also reactivated our company owned 1940 bed atalanto ice in california the atalanto center was already under contract but had been underutilized due to a long-standing covid related court case the activation of these five facilities represent the largest startup activity in our company's history with a combined annualized revenue value of approximately $300 million. This significant startup activity involved the recruitment, hiring, and training of approximately 2,000 new employees on behalf of ICE and the U.S. Marshals Service, representing approximately $60 million in more amended contracts and services at seven ICE facilities that we provide under a readily increase. In addition to the security provided for the U.S. Marshals in 2025, we signed a new five-year contract with the agency covering 26 federal judicial districts and spanning 14 states. On the state level, we were only contracts from the Florida Department of 1884-bed Graceful Facility and the 985-bed Bay Facility. These two facilities are scheduled to transition to geo-management on July 1, 2026, and have a combined annualized revenue value of approximately $100 million. Our geo-reentry services division successfully renewed 29 residential reentry centers contracts and 38 non-residential day reporting center contracts. And our geo-continuum of care division achieved 6.8 million hours of enhanced rehabilitation programming and 163,000 total programming completions. Of particular importance in 2025, our wholly-owned subsidiary BI secured a new two-year contract for the intensive supervision and appearance program following a competitive procurement. ISAP is the only ICE program currently in place to provide electronic monitoring and case management services for individuals on the federal government's non-detained docket. The contract award is a testament to the high quality electronic monitoring and case management services BI has consistently delivered under the ISAP contract through a nationwide network of approximately 100 offices and close to 1,000 employees. Finally, in December of 25. This is valued at up to $60 million in revenues per year. Tracing entails enhanced location, research, identifiable information, and commercial to verify current address information and investigate alternative address information for individuals on the federal government's non-detained docket. This two-year contract award follows an initial skip that BI successfully implemented during the fourth quarter of 2025. The achievement of our operational and corporate milestones continues to support our financial success. For the full year 2025, we reap $1 million and adjusted net income of $120 million and adjusted EBITDA of $464 million. Strong financial performance has allowed us to continue to strengthen by reducing our total net debt and deleveraging our balance sheet. These efforts were enhanced in 2025 with the successful sale of the Lawton, Oklahoma facility for $312 million and the Hector Garza facility in Texas for $10 million dollars million dollars of the lawton oklahoma facility sale to purchase the 770 bed western region detention facility in downtown san diego california which we have operated for the u.s marshal service for 25 years the sale of the lawton oklahoma facility was a trans allowing geo to significantly reduce our overall debt, 25, with approximately $1.65 billion in total net debt. We also began, that was approved by our board of directors in August 2025 and expanded to $500 million in November 2025. Purchased approximately 5 million shares for approximately $91 million, bringing our total to 36 million. In closing, over the past year, we have captured new growth opportunities that could generate up to $520 million, making it the most successful to be active, and we believe we have diversified business segments. 1,000 idle, high-security beds that remain available in a good million dollars. We are also well-positioned to continue to expand our delivery of electronic monitoring and case management services, as well as the transportation service team remain focused on the disciplined allocation of capital to enhance the intrinsic value of our assets and future growth potential. We believe that our stock offers a very attractive investment opportunity. I would like to express our gratitude and appreciation to all of our geo employees, obviously all of our shareholders. I will now turn the meeting over to Mr. Shipman. There are no other items of business to come before this annual meeting. We will now adjourn this meeting. Ladies and gentlemen, we thank you for participating in today's meeting, which is now adjourned.

Scott A. Schipma, General Counsel

This concludes today's annual meeting. You may now disconnect.