| Item 7.01 |
Regulation FD Disclosure. |
In connection with the approval of the Additional Authorization (as described below) to the existing share repurchase program of CoreCivic, Inc. (the “Company”), the Company issued a press release on November 10, 2025, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference in Item 7.01 of this Current Report on Form 8-K (“Form 8-K”).
On November 7, 2025, the Board of Directors of the Company (the “Board”) authorized an increase (the “Additional Authorization”) to its existing share repurchase program pursuant to which the Company may purchase up to an additional $200.0 million in shares of the Company’s outstanding common stock, par value $0.01 per share (“Common Stock”). As a result of the Additional Authorization, the aggregate authorization under the Company’s repurchase program increased from up to $500.0 million shares of Common Stock to up to $700.0 million shares of Common Stock. The share repurchase program has no time limit and does not obligate the Company to purchase any particular amount of Common Stock. The authorization for the share repurchase program may be terminated, suspended, increased or decreased by the Board in its discretion at any time. Repurchases of Common Stock by the Company will be made in accordance with applicable securities laws and may be made at management’s discretion within parameters set by the Board from time to time in the open market, through privately negotiated transactions, or otherwise.
Since May 16, 2022 through November 7, 2025, the Company has repurchased 21.5 million shares of Common Stock at an average price of approximately $14.98 per share, representing an aggregate purchase price of $322.1 million, excluding fees, commissions or other expenses related to repurchases. Including the Additional Authorization, there is approximately $377.9 million remaining under the current Board authorized share repurchase plan.
Cautionary Statement Regarding Forward-Looking Statements
This Form 8-K includes forward-looking statements including statements regarding the Company’s share repurchase program. These forward-looking statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Important factors that could cause actual results to differ are described in the filings made from time to time by the Company with the U.S. Securities and Exchange Commission (the “SEC”) and include the risk factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 21, 2025. Except as required by applicable law, the Company undertakes no obligation to update forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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| 99.1 |
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Press Release dated November 10, 2025 |
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| 104 |
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
