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CoreCivic Announces $500 Million Accelerated Share Repurchase Agreement

(Neutral)
(Very Positive)
Tags
buybacks

CoreCivic (NYSE: CXW) entered into a $500 million accelerated share repurchase (ASR) agreement with a financial institution under its expanded $755.8 million share repurchase program approved on August 4, 2026. The company will pay $500 million on August 10, 2026 and expects an initial delivery of approximately 12.4 million shares, with final settlement based on the stock’s volume-weighted average price, less a discount, before the end of the second quarter of 2027.

According to CoreCivic, about $255.8 million of repurchase authorization should remain after the ASR. The company also revised full-year 2026 guidance, narrowing ranges and reflecting the cash deployment and lower interest income, while generally increasing per-share metrics such as diluted EPS and FFO per diluted share.

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Positive

  • $500 million accelerated share repurchase launched under existing authorization
  • Initial delivery of approximately 12.4 million shares reduces share count quickly
  • Remaining buyback capacity of about $255.8 million after ASR
  • 2026 diluted EPS guidance raised to $15.62–$15.82 from $15.00–$15.20
  • 2026 FFO per diluted share guidance raised to $2.66–$2.75 from $2.59–$2.68
  • 2026 Normalized FFO per diluted share guidance raised to $2.68–$2.77 from $2.61–$2.70

Negative

  • 2026 net income guidance reduced to $1.492–$1.511 billion from $1.497–$1.516 billion
  • 2026 Adjusted Net Income guidance lowered to $157–$165 million from $161.5–$169.5 million
  • 2026 EBITDA guidance trimmed to $2.216–$2.236 billion from $2.222–$2.242 billion
  • 2026 Adjusted EBITDA guidance reduced to $434.5–$439.5 million from $440.5–$445.5 million
  • Use of $500 million cash reduces expected interest income in 2026

Market Context

Recent insider data showed Net Selling, with no reported purchases and three sales totaling 37,500 s...
Analysis

Recent insider data showed Net Selling, with no reported purchases and three sales totaling 37,500 shares. That record added governance context, while guidance changes and ASR settlement terms remained key items to monitor.

Key Figures

ASR value: $500 million Remaining authorization: $255.8 million Dealer payment: $500 million +5 more
8 metrics
ASR value $500 million Accelerated share repurchase agreement
Remaining authorization $255.8 million After completion of the ASR Agreement
Dealer payment $500 million Payment scheduled for August 10, 2026
Initial shares delivered Approximately 12.4 million shares Initial delivery under the ASR Agreement
Final settlement Before the end of Q2 2027 Scheduled settlement under the ASR Agreement
Net income guidance $1.492 billion to $1.511 billion Updated full-year 2026 guidance; prior range was $1.497 billion to $1.516 billion
Diluted EPS guidance $15.62 to $15.82 Updated full-year 2026 guidance; prior range was $15.00 to $15.20
Adjusted diluted EPS guidance $1.64 to $1.73 Updated full-year 2026 guidance; prior range was $1.62 to $1.70

Previous Buybacks Reports

1 past event · Latest: Nov 10 (Positive)
Same Type Pattern 1 events
Date Event Sentiment 24h Move Catalyst
Nov 10 Share repurchase authorization Positive +3.0% Board increased repurchase authorization; shares gained 2.95% over the following 24 hours.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

The tag-specific buyback history showed a positive 24-hour response to the prior repurchase authorization increase.

Key Terms

accelerated share repurchase agreement, volume-weighted average price, funds from operations, non-gaap financial measures
4 terms
accelerated share repurchase agreement financial
"entered into an accelerated share repurchase agreement"
An accelerated share repurchase agreement is a deal where a company quickly buys back its own shares by paying a financial institution up front, while the institution delivers shares it borrows and settles the exact quantity later based on market prices. For investors this matters because it immediately reduces the number of shares outstanding and can boost per-share earnings, change cash and leverage levels, and signal management’s view on the stock’s value.
volume-weighted average price financial
"average of the daily volume-weighted average price"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
funds from operations financial
"CALCULATION OF ADJUSTED NET INCOME, FUNDS FROM OPERATIONS"
Funds from operations (FFO) measures the cash a real estate-focused company generates from its core property operations by adjusting net income to add back non-cash expenses like building depreciation and removing one-time gains or losses from property sales. Investors use FFO like a household’s monthly take-home pay—it's a clearer view of ongoing cash available to pay dividends, maintain properties and fund growth than raw accounting profit.
View in glossary
non-gaap financial measures financial
"are non-GAAP financial measures"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BRENTWOOD, Tenn., Aug. 10, 2026 (GLOBE NEWSWIRE) -- CoreCivic, Inc. (NYSE: CXW) (CoreCivic or the Company) announced today that is has entered into an accelerated share repurchase agreement ("ASR Agreement") with a financial institution ("Dealer") to repurchase $500 million of the Company's common stock, par value $0.01 per share (the "Common Stock"), as part of its existing capacity of $755.8 million under the Company's recently announced expanded share repurchase program, which was approved by the Company's Board of Directors on August 4, 2026. Upon completion of the ASR Agreement, the Company anticipates that approximately $255.8 million of share repurchase authorization will remain available under the Company's existing share repurchase program.

The Company will make a payment of $500 million to the Dealer on August 10, 2026, and expects to receive an initial delivery of approximately 12.4 million shares of Common Stock from the Dealer, pursuant to the ASR Agreement. The final number of shares to be repurchased by the Company will be based on the average of the daily volume-weighted average price of the Common Stock during the term of the ASR Agreement, less a discount and subject to adjustments pursuant to the ASR Agreement. At settlement, the Dealer may be required to deliver additional shares of Common Stock to the Company, or under certain circumstances, the Company may be required to deliver shares of Common Stock or to make a cash payment, at its election, to the Dealer.   The final settlement of the transaction under the ASR Agreement is scheduled to occur prior to the end of the second quarter of 2027.

2026 Revised Financial Guidance

As a result of the execution of the ASR Agreement, the Company is providing the following updated financial guidance for the full year 2026:

 Updated Guidance
Full Year 2026
Prior Full Year 2026 Guidance
Issued August 5, 2026
  • Net income
$1.492 billion to $1.511 billion$1.497 billion to $1.516 billion
  • Adjusted Net Income
$157.0 million to $165.0 million$161.5 million to $169.5 million
  • Diluted EPS
$15.62 to $15.82$15.00 to $15.20
  • Adjusted Diluted EPS
$1.64 to $1.73$1.62 to $1.70
  • FFO per diluted share
$2.66 to $2.75$2.59 to $2.68
  • Normalized FFO per diluted share
$2.68 to $2.77$2.61 to $2.70
  • EBITDA
$2.216 billion to $2.236 billion$2.222 billion to $2.242 billion
  • Adjusted EBITDA
$434.5 million to $439.5 million$440.5 million to $445.5 million


The updated guidance reflects the Company’s current expectations for the financial impact from the ASR Agreement, which includes the expected initial delivery of approximately 12.4 million shares, a reduction to interest income as a result of the deployment of $500 million of cash on hand pursuant to the ASR Agreement, and the corresponding impact on per share results from the reduction in weighted average shares outstanding.

About CoreCivic

CoreCivic is a diversified, government-solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. CoreCivic provides a broad range of solutions to government partners that help build safer, healthier, and more productive communities one person at a time through residential corrections, detention, and reentry management, complementary service offerings to the corrections industry that include pharmaceutical, transportation, and alternatives to incarceration, and government real estate solutions. CoreCivic is the nation’s largest owner of partnership correctional, detention and residential reentry facilities, and one of the largest operators of such facilities in the United States. CoreCivic has been a flexible and dependable partner for government for more than 40 years. CoreCivic’s employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good. Learn more at www.corecivic.com.

Forward-Looking Statements

This press release contains statements as to our beliefs and expectations of the outcome of future events that are "forward-looking" statements as defined within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include statements regarding the Company's recently announced expanded share repurchase program, the Company's funding of the transactions contemplated by the ASR Agreement, the Company’s expectations regarding the financial impact resulting from the transactions contemplated by the ASR Agreement and the Company’s 2026 financial performance. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include, but are not limited to, the risks and uncertainties associated with: (i) changes in government policy, legislation and regulations that affect utilization of the private sector for corrections, detention, and residential reentry services, in general, or our business, in particular, including, but not limited to, the continued utilization of our correctional and detention facilities by the federal government as a consequence of presidential executive orders, changes in how the federal government, including ICE, elects to use our detention capacity or otherwise procures alternative detention capacity, and the impact of any changes to immigration reform and sentencing laws (we do not, under longstanding policy, lobby for or against policies or legislation that would determine the basis for, or duration of, an individual’s incarceration or detention); (ii) our ability to obtain and maintain correctional, detention, and residential reentry facility management contracts because of reasons including, but not limited to, sufficient governmental appropriations, contract compliance, negative publicity and effects of inmate disturbances; (iii) changes in the privatization of the corrections and detention industry, the acceptance of our services, the timing of the opening of new facilities and the commencement of new management contracts (including the extent and pace at which new contracts are utilized), as well as our ability to utilize available beds; (iv) our ability to successfully activate idle facilities in a timely manner in order to meet the growth in demand for our facilities and services from the federal government that has occurred as a result of changes in policies and actions of the current presidential administration, and to realize projected returns resulting therefrom; (v) general economic and market conditions, including, but not limited to, the impact governmental budgets can have on our contract renewals and renegotiations, per diem rates, and occupancy; (vi) fluctuations in our operating results because of, among other things, changes in occupancy levels; competition; contract renegotiations or terminations including as a result of a change in facility ownership; inflation and other increases in costs of operations, including a rise in labor costs; fluctuations in interest rates and risks of operations; (vii) government budget uncertainty, the impact of debt ceilings and government shutdowns, including partial shutdowns, and changing budget priorities; (viii) our ability to successfully identify and consummate future development and acquisition opportunities, integrate their operations, and realize projected returns resulting therefrom; (ix) the availability of debt and equity financing on terms that are favorable to us, or at all and (x) our ability to successfully consummate the sales of additional company-owned assets, including the potential sale of additional facilities to ICE, on a timely basis and on commercially favorable terms. Other factors that could cause operating and financial results to differ are described in the filings we make from time to time with the Securities and Exchange Commission.

We take no responsibility for updating the information contained in this press release following the date hereof to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events or for any changes or modifications made to this press release or the information contained herein by any third-parties, including, but not limited to, any wire or internet services, except as may be required by law.

CORECIVIC, INC. AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL INFORMATION
(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
GUIDANCE -- CALCULATION OF ADJUSTED NET INCOME, FUNDS FROM OPERATIONS, NORMALIZED FUNDS FROM OPERATIONS, EBITDA, AND ADJUSTED EBITDA
 
  Guidance Range 
  For the Year Ending 
  December 31, 2026 
  Low End of  High End of 
  Guidance  Guidance 
Net income $1,492,035   $1,511,273  
Expenses associated with mergers and acquisitions  3,124    3,174  
Gain on sale of real estate assets, net  (1,785,000)   (1,800,000) 
Income tax expense for special items  446,841    450,553  
Adjusted net income $157,000   $165,000  
       
Net income $1,492,035   $1,511,273  
Depreciation and amortization of real estate assets  99,000    100,000  
Gain on sale of real estate assets, net  (1,785,000)   (1,800,000) 
Income tax expense for special items  447,678    451,440  
Funds From Operations $253,713   $262,713  
Expenses associated with mergers and acquisitions  3,124    3,174  
Income tax benefit for special items  (837)   (887) 
Normalized Funds From Operations $256,000   $265,000  
Diluted EPS $15.62   $15.82  
Adjusted Diluted EPS $1.64   $1.73  
FFO per diluted share $2.66   $2.75  
Normalized FFO per diluted share $2.68   $2.77  
       
Net income $1,492,035   $1,511,273  
Interest expense  80,000    79,000  
Depreciation and amortization  142,500    141,500  
Income tax expense  501,817    504,579  
EBITDA $2,216,352   $2,236,352  
Expenses associated with mergers and acquisitions  3,124    3,174  
Gain on sale of real estate assets, net  (1,785,000)   (1,800,000) 
Adjusted EBITDA $434,476   $439,526  


NOTE TO SUPPLEMENTAL FINANCIAL INFORMATION

Adjusted Net Income, EBITDA, Adjusted EBITDA, FFO, and Normalized FFO, and, where appropriate, their corresponding per share metrics are non-GAAP financial measures. The Company believes that these measures are important operating measures that supplement discussion and analysis of the Company's results of operations and are used to review and assess operating performance of the Company and its properties and their management teams. The Company believes that it is useful to provide investors, security analysts, and other interested parties disclosures of its results of operations on the same basis that is used by management.  

FFO, in particular, is a widely accepted non-GAAP supplemental measure of performance of real estate companies, grounded in the standards for FFO established by the National Association of Real Estate Investment Trusts (NAREIT).   NAREIT defines FFO as net income computed in accordance with GAAP, excluding gains (or losses) from sales of property and extraordinary items, plus depreciation and amortization of real estate and impairment of depreciable real estate and after adjustments for unconsolidated partnerships and joint ventures calculated to reflect funds from operations on the same basis. As a company with extensive real estate holdings, we believe FFO and FFO per share are important supplemental measures of our operating performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs and other real estate operating companies, many of which present FFO and FFO per share when reporting results. EBITDA, Adjusted EBITDA, and FFO are useful as supplemental measures of performance of the Company's properties because such measures do not take into account depreciation and amortization, or with respect to EBITDA, the impact of the Company's tax provisions and financing strategies. Because the historical cost accounting convention used for real estate assets requires depreciation (except on land), this accounting presentation assumes that the value of real estate assets diminishes at a level rate over time.   Because of the unique structure, design and use of the Company's properties, management believes that assessing performance of the Company's properties without the impact of depreciation or amortization is useful. The Company may make adjustments to FFO from time to time for certain other income and expenses that it considers non-recurring, infrequent or unusual, even though such items may require cash settlement, because such items do not reflect a necessary or ordinary component of the ongoing operations of the Company.   Normalized FFO excludes the effects of such items. The Company calculates Adjusted Net Income by adding to GAAP Net Income expenses associated with the Company’s debt repayments and refinancing transactions, and certain impairments and other charges that the Company believes are unusual or non-recurring to provide an alternative measure of comparing operating performance for the periods presented.

Other companies may calculate Adjusted Net Income, EBITDA, Adjusted EBITDA, FFO, and Normalized FFO differently than the Company does, or adjust for other items, and therefore comparability may be limited.   Adjusted Net Income, EBITDA, Adjusted EBITDA, FFO, and Normalized FFO and, where appropriate, their corresponding per share measures are not measures of performance under GAAP, and should not be considered as an alternative to cash flows from operating activities, a measure of liquidity or an alternative to net income as indicators of the Company's operating performance or any other measure of performance derived in accordance with GAAP.   This data should be read in conjunction with the Company's consolidated financial statements and related notes included in its filings with the Securities and Exchange Commission.

Contact:         Investors: Jeb Bachmann - Managing Director, Investor Relations - (615) 263-3024

       Media: Steve Owen - Vice President, Communications - (615) 263-3107
    



FAQ

What did CoreCivic (CXW) announce about its $500 million accelerated share repurchase on August 10, 2026?

CoreCivic announced a $500 million accelerated share repurchase (ASR) agreement with a financial institution. According to CoreCivic, the company will pay $500 million on August 10, 2026 and initially receive about 12.4 million shares of common stock under its expanded buyback program.

How will the CoreCivic (CXW) accelerated share repurchase affect its 2026 share repurchase capacity?

The ASR uses $500 million of CoreCivic’s existing $755.8 million repurchase authorization. According to CoreCivic, upon completion of the ASR, approximately $255.8 million of share repurchase authorization is expected to remain available under the company’s current share repurchase program.

When will the CoreCivic (CXW) $500 million accelerated share repurchase be settled?

CoreCivic expects final settlement of the ASR to occur before the end of the second quarter of 2027. According to CoreCivic, the final share count will depend on the average daily volume-weighted average price of its stock over the ASR term, less a discount.

How did the $500 million ASR change CoreCivic’s (CXW) 2026 earnings guidance?

CoreCivic revised 2026 guidance to reflect the ASR’s impact on interest income and share count. According to CoreCivic, diluted EPS guidance increased to $15.62–$15.82, while net income guidance narrowed slightly to $1.492–$1.511 billion with modestly lower adjusted metrics.

What is CoreCivic’s (CXW) updated 2026 FFO and Adjusted EBITDA guidance after the ASR?

CoreCivic now guides 2026 FFO per diluted share to $2.66–$2.75 and Normalized FFO per diluted share to $2.68–$2.77. According to CoreCivic, 2026 Adjusted EBITDA guidance is $434.5–$439.5 million, slightly lower than prior guidance following the ASR.

How many shares could CoreCivic (CXW) repurchase under the $500 million accelerated share repurchase?

CoreCivic expects an initial delivery of about 12.4 million shares, with the final total depending on future trading prices. According to CoreCivic, the final share amount will be based on the average daily volume-weighted average price during the ASR, less a discount.

What financial trade-offs does CoreCivic (CXW) highlight from deploying $500 million into the ASR?

The ASR deploys $500 million of cash, lowering future interest income but reducing shares outstanding. According to CoreCivic, this combination modestly reduces total net income and Adjusted EBITDA guidance while increasing per-share measures like diluted EPS and FFO per diluted share for 2026.