EX-4.1



 Exhibit 4.1 

DESCRIPTION OF CAPITAL STOCK 

The following summarizes the material terms of the common stock and undesignated preferred stock of The GEO Group, Inc. as set forth in the
Company’s Amended and Restated Articles of Incorporation (the “Articles”) and its Amended and Restated Bylaws (the “Bylaws”). While we believe that the following description covers the material terms of the Company’s
capital stock, the description may not contain all of the information that is important to you and is subject to and qualified in its entirety by reference to applicable Florida law and to the Articles and Bylaws. 

Authorized Capital 
 The Articles
authorize the Company to issue up to 155,000,000 shares of capital stock, consisting of 125,000,000 shares of common stock, par value $0.01 per share, and 30,000,000 shares of preferred stock, par value $0.01 per share. 

Common Stock 
 All shares of the
Company’s common stock will be validly issued, fully paid and non-assessable. Under the Florida Business Corporation Act, shareholders generally are not personally liable for a corporation’s acts or debts. 

Voting Rights. With respect to all matters upon which shareholders are entitled to vote, the holders of the Company’s common stock
will be entitled to one vote in person or by proxy for each share of the Company’s common stock outstanding in the name of such shareholders on the record of shareholders. Generally, all matters to be voted on by shareholders must be approved
by a majority (or by a plurality in the case of election of directors where the number of candidates nominated for election exceeds the number of directors to be elected) of the votes entitled to be cast by all shares of the Company’s common
stock present in person or by proxy. 
 Dividends. Subject to applicable law and rights, if any, of the holders of any outstanding
series of preferred stock or any class or series of stock having a preference over the Company’s common stock with respect to the payment of dividends, dividends may be declared and paid on the Company’s common stock from time to time and
in amounts as the board of directors may determine. We commenced declaring regular quarterly dividends beginning the first quarter of 2013. The amount, timing and frequency of dividends, however will be at the sole discretion of the board of
directors based upon various factors. 
 Liquidation Rights. Upon the liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, the holders of the Company’s common stock will be entitled to share ratably in all assets available for distribution after payment in full to creditors and payment in full to holders of preferred stock then outstanding
of any amount required to be paid to them. Neither the merger, consolidation or business combination of the Company with or into any other entity in which our shareholders receive capital stock and/or other securities (including debt securities) of
the surviving entity (or the direct or indirect parent entity thereof), nor the sale, lease or transfer by us of any part of our business and assets, nor the reduction of our capital stock, will be deemed to be a voluntary or involuntary
liquidation, dissolution or winding up. 
 Other Provisions. The holders of the Company’s common stock will have no preemptive,
subscription or redemption rights and will not be entitled to the benefit of any sinking fund. 







 The Company will not be permitted to subdivide, combine, or pay or declare any stock dividend on,
the outstanding shares of the Company’s common stock unless all outstanding shares of the Company’s common stock are subdivided or combined or the holders of the Company’s common stock receive a proportionate dividend. 

Preferred Stock 
 Pursuant to the
Articles, the board of directors is empowered, without any approval of our shareholders, to issue shares of preferred stock in one or more series, to establish the number of shares in each series, and to fix the relative rights, preferences, powers,
qualifications, limitations and restrictions of each such series. The specific matters that may be determined by the board of directors include: 
  

	 	•	 	whether the shares of the series are redeemable, and if so, the prices at which, and the terms and conditions on which, the shares may be redeemed, including the date or dates upon or after which the shares shall be
redeemable and the amount per share payable in case of redemption; 

  

	 	•	 	whether shares of the series will be entitled to receive distributions and, if so, the distribution rate on the shares, any restriction, limitation or condition upon the payment of the distributions, whether
distributions will be cumulative, and the dates on which distributions are payable; 

  

	 	•	 	any preferential amount payable upon shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company; 


 

	 	•	 	whether the shares of the series are convertible, or exchangeable for, shares of any other class or classes of stock or of any other series of stock, or any other securities of the Company, and if so, the terms and
conditions of such conversion or exchange, including price or rates of conversion at which, and the terms and conditions on which, the shares of the series may be converted or exchanged into other securities; 


 

	 	•	 	terms and conditions of retirement or sinking fund provisions, if any, for the purchase or redemption of shares of the series; 

  

	 	•	 	the distinctive designation of each series and the number of shares that will constitute the series; 

  

	 	•	 	the voting power, if any, of shares of the series; and 

  

	 	•	 	any other relative rights, preferences or limitations. 

 Currently, there are no shares of
preferred stock issued and outstanding. 
 Because the board of directors will have the power to establish the preferences and rights of
each series of preferred stock, it may afford the shareholders of any series of preferred stock preferences, powers and rights senior to the rights of holders of shares of common stock which could have the effect of delaying, deferring or preventing
a change in control of the Company. 

  
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 Restrictions on Ownership and Transfer 

To facilitate compliance with the REIT rules in the Code, the Articles contain standard REIT restrictions on stock ownership and stock
transfers. 
 All certificates representing shares of capital stock, if any, will bear legends describing the ownership and transfer
restrictions. Further, these ownership and transfer restrictions could delay, defer or prevent a transaction or a change in control that might involve a premium price for the Company’s common stock or otherwise be in the best interest of the
shareholders. 
 For us to qualify as a REIT under the Code, the Company’s stock must be beneficially owned by 100 or more persons
during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year (other than the first year for which an election to be a REIT has been made). Also, not more than 50% of the value of the outstanding
shares of the Company’s stock may be owned, directly or indirectly, by five or fewer “individuals” (as defined in the Code to include certain entities such as private foundations) during the last half of a taxable year (other than the
first taxable year for which an election to be a REIT has been made). To satisfy these ownership requirements and other requirements for continued qualification as a REIT and to otherwise protect us from the consequences of a concentration of
ownership among the Company’s shareholders, the Articles contains provisions restricting the ownership or transfer of shares of the Company’s stock. 

The relevant sections of the Articles provide that, subject to the exceptions and the constructive ownership rules described below, no person
(as defined in the Articles) may beneficially or constructively own more than 9.8% in value of the aggregate of the Company’s outstanding shares of stock, including the Company’s common stock and preferred stock, or more than 9.8% in value
or in number of shares (whichever is more restrictive) of any class or series of outstanding Company stock. We refer to these restrictions as the “ownership limits.” 

The applicable constructive ownership rules under the Code are complex and may cause stock owned actually or constructively by a group of
related individuals and/or entities to be treated as owned by one individual or entity. As a result, the acquisition of less than 9.8% in value or number of shares of the Company’s outstanding stock or any class or series of capital stock
(including through the acquisition of an interest in an entity that owns, actually or constructively, any class or series of the Company’s stock) by an individual or entity could nevertheless cause that individual or entity, or another
individual or entity, to own, constructively or beneficially, in excess of 9.8% in value or number of shares of the Company’s outstanding stock or any class or series of Company capital stock. 

In addition to the ownership limits, the Articles prohibit any person from actually or constructively owning shares of the Company’s
stock to the extent that such ownership would cause any of our income that would otherwise qualify as “rents from real property” for purposes of section 856(d) of the Code to fail to qualify as such. 

The board of directors may, in its sole discretion, exempt a person from the ownership limits and certain other limits on ownership and
transfer of the Company’s stock described above, and may establish a different limit on ownership for any such person. However, the board of directors may not exempt any person whose ownership of outstanding stock in violation of these limits
would result in the Company failing to qualify as a REIT. In order to be considered by the board of directors for exemption or a different limit on ownership, a person must make such representations and undertakings as are reasonably necessary to
ascertain that such person’s beneficial or constructive ownership of the Company’s stock will not now or in the future jeopardize our ability to qualify as a REIT under the Code and must agree that any violation or attempted violation of
such representations or undertakings (or other action that is contrary to the ownership limits and certain other REIT limits on ownership and transfer of the Company’s stock described above) will result in the shares of stock being
automatically transferred to a 

  
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trust as described below. As a condition of its waiver, the board of directors may require an opinion of counsel or IRS ruling satisfactory to the board of directors with respect to the
Company’s qualification as a REIT and may impose such other conditions as it deems appropriate in connection with the granting of the exemption or a different limit on ownership. 

In connection with the waiver of the ownership limits or at any other time, the board of directors may from time to time increase the
ownership limits for one or more persons and decrease the ownership limits for all other persons; provided that the new ownership limits may not, after giving effect to such increase and under certain assumptions stated in the Articles, result in
the Company being “closely held” within the meaning of section 856(h) of the Code (without regard to whether the ownership interests are held during the last half of a taxable year). Reduced ownership limits will not apply to any person
whose percentage ownership of the Company’s total shares of stock or of the shares of a class or series of the Company’s stock, as applicable, is in excess of such decreased ownership limits until such time as such person’s percentage
of total shares of stock or of the shares of a class or series of stock, as applicable, equals or falls below the decreased ownership limits, but any further acquisition of the Company’s shares of stock or of the shares of a class or series of
the Company’s stock, as applicable, in excess of such percentage ownership of shares of stock or of a class or series of stock will be in violation of the ownership limits. 

The Articles further prohibit: 
  

	 	•	 	any person from transferring shares of the Company’s stock if such transfer would result in shares of the Company’s stock being beneficially owned by fewer than 100 persons (determined without reference to any
rules of attribution); and 

  

	 	•	 	any person from beneficially or constructively owning shares of the Company’s stock if such ownership would result in the Company’s failing to qualify as a REIT. 


The foregoing provisions on transferability and ownership will not apply if the board of directors determines that it is no longer in the
Company’s best interests to attempt to qualify, or to continue to qualify, as a REIT. 
 Any person who acquires or attempts or intends
to acquire beneficial or constructive ownership of shares of the Company’s stock that will or may violate the foregoing restrictions on transferability and ownership will be required to give notice to us immediately (or, in the case of a
proposed or attempted transaction, at least 15 days prior to such transaction) and provide us with such other information as we may request in order to determine the effect, if any, of such transfer on our qualification as a REIT. 

Pursuant to the Articles, if there is any purported transfer of the Company’s stock or other event or change of circumstances that, if
effective or otherwise, would violate any of the restrictions described above, then the number of shares causing the violation (rounded up to the nearest whole share) will be automatically transferred to a trust for the exclusive benefit of a
designated charitable beneficiary, except that any transfer that results in the violation of the restriction relating to the Company’s stock being beneficially owned by fewer than 100 persons will be automatically void and of no force or
effect. The automatic transfer will be effective as of the close of business on the business day prior to the date of the purported transfer or other event or change of circumstances that requires the transfer to the trust. We refer below to the
person that would have owned the shares if they had not been transferred to the trust as the purported transferee. Any ordinary dividend paid to the purported transferee, prior to our discovery that the shares had been automatically transferred to a
trust as described above, must be repaid to the trustee upon demand. The Articles also provides for adjustments to the entitlement to receive extraordinary dividends and other distributions as between the purported transferee and the trust. If the
transfer to the trust as described above is not automatically effective, for any reason, to prevent violation of the applicable restriction contained in the Articles, then the transfer of the excess shares will be automatically void and of no force
or effect. 

  
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 Shares of the Company’s stock transferred to the trustee are deemed to be offered for sale
to us or our designee at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in such transfer to the trust or, if the purported transferee did not give value for the shares in connection with the
event causing the shares to be held in trust (e.g., in the case of a gift, devise or other such transaction), the market price at the time of such event and (ii) the market price on the date we accept, or our designee accepts, such offer. We
have the right to accept such offer until the trustee has sold the shares of the Company’s stock held in the trust pursuant to the clauses discussed below. Upon a sale to us, the interest of the charitable beneficiary in the shares sold
terminates and the trustee must distribute the net proceeds of the sale to the purported transferee, except that the trustee may reduce the amount payable to the purported transferee by the amount of any ordinary dividends that we paid to the
purported transferee prior to our discovery that the shares had been transferred to the trust and that is owed by the purported transferee to the trustee as described above. Any net sales proceeds in excess of the amount payable to the purported
transferee shall be immediately paid to the charitable beneficiary, and any ordinary dividends held by the trustee with respect to such stock will be paid to the charitable beneficiary. 

If we do not buy the shares, the trustee must, as soon as reasonably practicable (and, if the shares are listed on a national securities
exchange, within 20 days) after receiving notice from us of the transfer of shares to the trust, sell the shares to a person or entity who could own the shares without violating the restrictions described above. Upon such a sale, the trustee must
distribute to the purported transferee an amount equal to the lesser of (i) the price paid by the purported transferee for the shares or, if the purported transferee did not give value for the shares in connection with the event causing the
shares to be held in trust (e.g., in the case of a gift, devise or other such transaction), the market price of the shares on the day of the event causing the shares to be held in the trust, and (ii) the sales proceeds (net of commissions and
other expenses of sale) received by the trustee for the shares. The trustee may reduce the amount payable to the purported transferee by the amount of any ordinary dividends that we paid to the purported transferee before our discovery that the
shares had been transferred to the trust and that is owed by the purported transferee to the trustee as described above. Any net sales proceeds in excess of the amount payable to the purported transferee will be immediately paid to the charitable
beneficiary, together with any ordinary dividends held by the trustee with respect to such stock. In addition, if prior to discovery by us that shares of the Company’s common stock have been transferred to a trust, such shares of stock are sold
by a purported transferee, then such shares will be deemed to have been sold on behalf of the trust and, to the extent that the purported transferee received an amount for or in respect of such shares that exceeds the amount that such purported
transferee was entitled to receive as described above, such excess amount shall be paid to the trustee upon demand. The purported transferee has no rights in the shares held by the trustee. 

The trustee will be indemnified by us or from the proceeds of sales of stock in the trust for its costs and expenses reasonably incurred in
connection with conducting its duties and satisfying its obligations under the Articles. The trustee will also be entitled to reasonable compensation for services provided as determined by agreement between the trustee and the board of directors,
which compensation may be funded by us or the trust. If we pay any such indemnification or compensation, we are entitled on a first priority basis (subject to the trustee’s indemnification and compensation rights) to be reimbursed from the
trust. To the extent the trust funds any such indemnification and compensation, the amounts available for payment to a purported transferee (or the charitable beneficiary) would be reduced. 

The trustee will be designated by us and must be unaffiliated with us and with any purported transferee. Prior to the sale of any shares by
the trust, the trustee will receive, in trust for the beneficiary, all distributions paid by us with respect to the shares, and may also exercise all voting rights with respect to the shares. 

  
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 Subject to the Florida Business Corporation Act, effective as of the date that the shares have been transferred
to the trust, the trustee will have the authority, at the trustee’s sole discretion: 
  

	 	•	 	to rescind as void any vote cast by a purported transferee prior to our discovery that the shares have been transferred to the trust; and 


 

	 	•	 	to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary of the trust. 


However, if we have already taken corporate action, then the trustee may not rescind and recast the vote. 

In addition, if the board of directors determines that a proposed or purported transfer would violate the restrictions on ownership and
transfer of the Company’s stock set forth in the Articles, the board of directors may take such action as it deems advisable to refuse to give effect to or to prevent such violation, including but not limited to, causing us to repurchase shares
of the Company’s stock, refusing to give effect to the transfer on our books or instituting proceedings to enjoin the transfer. 

Within 30 days after the end of each REIT taxable year, every owner of 5% or more (or such lower percentage as required by the Code or the
Treasury regulations thereunder) of the outstanding shares of any class or series of the Company’s stock, must, upon request, provide us written notice of the person’s name and address, the number of shares of each class and series of the
Company’s stock that the person beneficially owns and a description of the manner in which the shares are held. Each such owner must also provide us with such additional information as we may request in order to determine the effect, if any, of
such owner’s beneficial ownership on our qualification as a REIT and to ensure compliance with the ownership limits. In addition, each beneficial owner or constructive owner of the Company’s stock, and any person (including the shareholder
of record) who is holding shares of the Company’s stock for a beneficial owner or constructive owner will, upon demand, be required to provide us with such information as we may request in good faith in order to determine our qualification as a
REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance. 
 Transfer Agent and
Registrar 
 The transfer agent and registrar for the Company’s common stock is Computershare Inc., telephone number
(800) 522-6645. 

  
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