CoreCivic, Inc. filed a Form 8-K on August 10, 2026, disclosing that it entered into a $500.0 million accelerated share repurchase agreement on August 7, 2026, and issued a press release updating its full-year 2026 guidance.

Key Highlights

  • $500.0 million ASR: CoreCivic agreed to repurchase $500.0 million of its common stock under an accelerated share repurchase agreement with a financial institution.
  • Board approval: The expanded share repurchase program was approved by the Company's Board of Directors on August 4, 2026, with total capacity of $755.8 million.
  • Initial delivery: The Company expects to receive an initial delivery of approximately 12.4 million shares of common stock from the dealer.
  • Remaining authorization: Upon completion of the ASR Agreement, approximately $255.8 million of share repurchase authorization is anticipated to remain available.
  • Payment date: The Company will make a payment of $500 million to the dealer on August 10, 2026.
  • Settlement deadline: Final settlement of the transaction is scheduled to occur prior to the end of the second quarter of 2027.

CoreCivic's $500 Million ASR Agreement: Key Terms and Mechanics

According to the filing, CoreCivic, Inc. (New York Stock Exchange: CXW) entered into the accelerated share repurchase agreement with an unnamed financial institution, referred to as the "Dealer," on August 7, 2026. The $500.0 million repurchase represents a portion of the Company's recently expanded share repurchase program, which carries total capacity of $755.8 million and was approved by the Board of Directors on August 4, 2026. The Company disclosed that the repurchase is being executed "as part of its existing capacity" under that program.

The filing explains that the final number of shares ultimately repurchased will be determined by "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." The common stock carries a par value of $0.01 per share, according to the filing. At settlement, the Dealer may be required to deliver additional shares to the Company, or, under certain circumstances, the Company may be required to deliver shares or make a cash payment, at its election, to the Dealer.

The filing also notes that CoreCivic issued a press release on August 10, 2026, announcing the ASR Agreement and updating full-year guidance for 2026, attached as Exhibit 99.1. The Form 8-K was signed by David M. Garfinkle, Executive Vice President and Chief Financial Officer. The filing contains forward-looking statements, which the Company cautions are "subject to risks and uncertainties that could cause actual results to differ materially," including changes in government policy, contract renewals, occupancy levels, and financing availability, among other factors listed in the filing.

What Was Disclosed

CoreCivic disclosed a $500.0 million accelerated share repurchase agreement entered into on August 7, 2026, including initial share delivery expectations, remaining repurchase authorization, settlement timing, and an accompanying update to full-year 2026 guidance via press release.