Form 8-K

8-K — CoreCivic, Inc.

Accession: 0001193125-26-335025

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001070985

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d173726d8k.htm (Primary)

EX-99.1 (d173726dex991.htm)

GRAPHIC (g173726dsp5.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d173726d8k.htm · Sequence: 1

8-K

false 0001070985 0001070985 2026-08-05 2026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2026

CoreCivic, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-16109

62-1763875

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

5501 Virginia Way

Brentwood, Tennessee

37027

(Address of principal executive offices)

(Zip Code)

(615) 263-3000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock

CXW

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.

Results of Operations and Financial Condition.

On August 5, 2026, CoreCivic, Inc., a Maryland corporation (the “Company”), issued a press release announcing its financial results for the quarter ended June 30, 2026 and updating full-year guidance for 2026. A copy of the release is furnished as part of this Current Report as Exhibit 99.1 and incorporated herein by reference. The Company will hold a conference call to discuss its financial results for the quarter ended June 30, 2026 at 10:00 a.m. Central Time (11:00 a.m. Eastern Time) on Thursday, August 6, 2026.

Item 8.01.

Other Events.

On August 4, 2026, 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 $500.0 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 $700.0 million shares of Common Stock to up to $1.2 billion 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, accelerated share repurchases or otherwise, subject to restricted payment limitations in the Company’s debt agreements.

Since May 16, 2022 through June 30, 2026, the Company has repurchased 28.1 million shares of Common Stock at an average price of approximately $15.82 per share, representing an aggregate purchase price of $444.2 million, excluding fees, commissions or other expenses related to repurchases. Including the Additional Authorization, there is approximately $755.8 million remaining under the current Board authorized share repurchase plan.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on 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, 2025, filed with the SEC on February 20, 2026. 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) The following exhibits are filed as part of this Current Report:

99.1

Press Release dated August 5, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: August 5, 2026

CORECIVIC, INC.

By:

/s/ David M. Garfinkle

David M. Garfinkle

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: d173726dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

News Release

Contact:

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

Financial Media: David Gutierrez, Dresner Corporate Services - (312) 780-7204

CORECIVIC REPORTS SECOND QUARTER

2026 FINANCIAL RESULTS

STRONG FINANCIAL PERFORMANCE

DRIVEN BY FACILITY ACTIVATIONS

FACILITY

SALES DEMONSTRATE UNDERLYING VALUE IN PORTFOLIO

BOARD OF DIRECTORS EXPANDS SHARE REPURCHASE

AUTHORIZATION BY $500 MILLION

BRENTWOOD, Tenn. – August 5, 2026

– CoreCivic, Inc. (NYSE: CXW) (CoreCivic or the Company) announced today its second quarter 2026 financial results.

Financial

Highlights – Second Quarter 2026

For the Three Months Ended

June 30, 2026

% Increase (Decrease)

from

Prior Year Quarter

➣ Total revenue

684.9 million

27.3

➣ Net Income

37.1 million

(3.6

➣ Diluted EPS

0.37

5.7

➣ Adjusted Diluted EPS

0.38

5.6

➣ Normalized FFO per diluted share

0.64

8.5

➣ Adjusted EBITDA

109.4 million

5.9

Patrick Swindle, CoreCivic’s President and Chief Executive Officer, commented, “Building upon the strength of a

successful start to 2026, the second quarter financial results exceeded our expectations, driven by lower operating costs and slightly higher populations from U.S. Immigration and Customs Enforcement (ICE). While we are pleased with our financial

performance compared with the prior year quarter, recall that the prior year quarter included the benefit of $11.6 million, or $0.08 per share, of Employee Retention Credits, along with interest thereon, available under the CARES Act, so our

earnings would have reflected more pronounced growth after taking into consideration this benefit.”

Swindle continued, “We ended the quarter

with leverage, measured as net debt to Adjusted EBITDA, at 2.9x for the trailing twelve months. Subsequent to quarter-end, we sold four of our detention facilities to our federal government partner for total

gross proceeds of $2.2 billion, or $307,000 per bed, demonstrating the value of our real estate portfolio. The sale of these facilities substantially strengthens our balance sheet and provides us significant flexibility with our capital

allocation strategy and growth plans. Further, the board’s decision to further expand the share repurchase authorization underscores our commitment to disciplined capital allocation and reflects confidence in our ability to generate long-term

shareholder value.”

5501 Virginia Way, Brentwood, Tennessee 37027, Phone: 615-263-3000

Second Quarter 2026 Financial Results

Page

Second Quarter 2026 Financial Results Compared With Second Quarter 2025

Net income in the second quarter of 2026 was $37.1 million, or $0.37 per diluted share, compared with net income in the second quarter of 2025 of

$38.5 million, or $0.35 per diluted share (Diluted EPS). When adjusted for special items, which consisted of expenses associated with mergers and acquisitions and the associated income tax benefit in both periods, Adjusted Net Income was

$37.7 million, or $0.38 per diluted share (Adjusted Diluted EPS), compared with Adjusted Net Income in the second quarter of 2025 of $39.7 million, or $0.36 per diluted share. Expenses associated with mergers and acquisitions of

$0.7 million and $1.5 million during the second quarters of 2026 and 2025, respectively, are included in general and administrative expenses. Special items are presented in detail in the calculation of Adjusted Net Income and Adjusted

Diluted EPS in the Supplemental Financial Information following the financial statements presented herein.

The increases in Diluted EPS and Adjusted

Diluted EPS compared with the prior year quarter resulted from activations of previously idle facilities resulting from new contract awards at the 2,400-bed Dilley Immigration Processing Center (Dilley

Facility), our 600-bed West Tennessee Detention Facility (West Tennessee Facility), the 2,560-bed California City Detention Facility (California City Facility), our 2,160-bed Diamondback Correctional Facility (Diamondback Facility), and the 1,033-bed Midwest Regional Reception Center (Midwest Facility). Increases in Diluted EPS and

Adjusted Diluted EPS also resulted from higher federal and state populations, the acquisition of the Farmville Detention Center on July 1, 2025, the acquisition of Clinical Solutions Pharmacy (CSP) on April 1, 2026, and an 8.9% reduction

in weighted average diluted shares outstanding. The year-over-year increases in Diluted EPS and Adjusted Diluted EPS would be even more pronounced if the comparative second quarter 2025 financial results did not include the nonrecurring benefit of

$11.6 million of Employee Retention Credits (ERCs) available under the CARES Act and interest earned thereon. Occupancy levels in our Residential segment increased to 78.4% in the second quarter of 2026 compared with 76.8% in the second quarter

of 2025.

The solutions we provide to our federal customers, including primarily ICE and the U.S Marshals Service (USMS) continue to be a significant

component of our business. The federal customers in our Residential segment generated approximately 53% of our total revenue for both the three months ended June 30, 2026 and 2025, increasing $78.2 million, or 27.2%, during the three

months ended June 30, 2026 as compared with the same period in 2025. The increase in federal revenue was primarily a result of increased occupancy at certain facilities, particularly those where we have contracts with ICE, and per diem

increases.

Operating margins in the CoreCivic Residential segment decreased to 22.4% from 26.1% in the prior year quarter primarily due to

$8.2 million of ERCs, excluding interest, reflected in the second quarter of 2025, and by a decline in ICE populations in our care at facilities other than those we recently activated. Operating margins in the CoreCivic Residential segment were

positively impacted during the three months ended June 30, 2026 by the activations of the previously idled California City Facility, our West Tennessee Facility, our Diamondback Facility, and the Midwest Facility. While these four facilities

continue to be in various stages of activation, they generated operating income of $21.1 million during the three months ended June 30, 2026, in the aggregate. We anticipate these facilities will continue to contribute to an increase in

operating margins in future quarters as we expect the occupancy at these facilities to continue to increase. Total revenue at these four facilities was $80.1 million during the three months ended June 30, 2026. We expect the activation of

the 1,600-bed Prairie Correctional Facility (Prairie Facility), as further described hereinafter, to negatively impact margins during the second half of 2026 as we hire staff and incur expenses to prepare to

receive detainees.

Second Quarter 2026 Financial Results

Page

Earnings before interest, taxes, depreciation and amortization (EBITDA) was $108.7 million in the second

quarter of 2026, compared with $101.8 million in the second quarter of 2025. Adjusted EBITDA, which excludes special items, was $109.4 million in the second quarter of 2026, compared with $103.3 million in the second quarter of 2025.

The increase in EBITDA and Adjusted EBITDA was primarily driven by the activation of five previously idle facilities, the acquisition of the Farmville Detention Center and CSP, partially offset by an increase in general and administrative expenses.

Similar to our per share increases, EBITDA and Adjusted EBITDA would have been more pronounced if the comparative second quarter 2025 financial results did not include the nonrecurring benefit of $11.6 million of ERCs and interest earned

thereon.

Funds From Operations (FFO) for the second quarter of 2026 was $62.9 million, or $0.63 per diluted share, compared with $63.5 million,

or $0.58 per diluted share, in the second quarter of 2025. Normalized FFO, which excludes special items, was $63.5 million, or $0.64 per diluted share, in the second quarter of 2026, compared with $64.6 million, or $0.59 per diluted share,

in the second quarter of 2025. Normalized FFO per share was positively impacted by the same factors that affected Adjusted EBITDA, as well as a reduction in weighted average diluted shares outstanding compared with the prior year quarter, partially

offset by an increase in interest expense, which is not reflected in Adjusted EBITDA.

Adjusted Net Income, EBITDA, Adjusted EBITDA, FFO, and Normalized

FFO, and, where appropriate, their corresponding per share amounts, are measures calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles (GAAP). Please refer to the Supplemental

Financial Information and the note following the financial statements herein for further discussion and reconciliations of these measures to net income, the most directly comparable GAAP measure.

Facility Sales & Continuing Management

Subsequent to quarter-end, we completed the sales on July 2, 2026 of our California City Facility and our 1,994-bed Otay Mesa Detention Center (Otay Mesa Facility), both located in California. On August 4, 2026, after announcing a new management contract with ICE to activate the Prairie Facility as further

described hereafter, we completed the sales of our Prairie Facility and our Midwest Facility. The gross sales price for these four facility sales totals $2.2 billion, resulting in an aggregate gain on sale of approximately $1.8 billion to

be reported in the third quarter of 2026. After federal and state income taxes of approximately $0.5 billion and transaction costs, we anticipate our net proceeds from the facility sales to be approximately $1.6 billion. All of these

facilities were sold to the United States of America and its assigns, by and through the Department of Homeland Security.

Second Quarter 2026 Financial Results

Page

We currently expect to continue to manage these four facilities under existing management contracts

with ICE, although the terms of the management contracts may be modified to reflect the change in ownership. However, since all of our contracts with ICE provide it with the ability to terminate our contracts for

non-appropriation of funds or for convenience, we can provide no assurance that we will continue to manage these facilities in the future, or that the terms of the management agreements will remain the same.

The management contract for the California City Facility expires in August 2027, the management contract for the Otay Mesa Facility expires in December 2029 and contains a five-year extension option, the management contract for the Midwest Facility

expires in September 2027, and the management contract for the Prairie Facility expires in August 2031.

In addition to the facility sales completed to-date, we have recently begun discussions with ICE about the potential acquisition of additional detention facilities from us. These discussions are in preliminary stages, and we can provide no assurance that any

additional sales will occur.

Capital Strategy

Share Repurchases. On August 4, 2026 the board of directors (BOD) authorized an increase to our existing share repurchase program pursuant to

which CoreCivic may purchase up to an additional $500.0 million in shares of CoreCivic’s outstanding common stock. As a result of the increase, the aggregate authorization under CoreCivic’s repurchase program increased from

$700.0 million shares of common stock to up to $1.2 billion shares of common stock. Since the share repurchase program was authorized in May 2022, we have repurchased a total of 28.1 million shares at an aggregate cost of

$444.2 million, or $15.82 per share, excluding fees, commissions and other costs related to the repurchases. We did not repurchase any shares during the second quarter of 2026.

Including the increased authorization, we have $755.8 million remaining under the share repurchase program. Additional repurchases of common stock will

be made in accordance with applicable securities laws and may be made at management’s discretion within parameters set by the BOD from time to time in the open market, through privately negotiated transactions, accelerated share repurchases or

otherwise, subject to restricted payment limitations in our debt agreements. The share repurchase program currently has no time limit and does not obligate us to purchase any particular amount of our common stock. The authorization for the share

repurchase program may be terminated, suspended, increased or decreased by the BOD in its discretion at any time.

Debt Repayments. A

portion of the net proceeds from the sales of our California City Facility and our Otay Mesa Facility amounting to $1.1 billion after estimated federal and state income taxes and transaction costs, was used to pay down portions of our Bank

Credit Facility, including all of the $270.0 million outstanding on the Revolving Credit Facility, which has a borrowing capacity of $575.0 million and can be redrawn, and the $100.0 million outstanding balance of the Incremental Term

Loan. The Incremental Term Loan was scheduled to expire on April 10, 2027. Additionally, on July 13, 2026, we delivered an irrevocable notice to the holders of all of our previously issued $250.0 million original aggregate principal

amount of 4.75% senior notes due 2027 (2027 Notes) that we have elected to redeem in full the 2027 Notes that remain outstanding on August 12, 2026 (Redemption Date). The 2027 Notes were otherwise scheduled to mature on October 15, 2027.

The 2027 Notes will be redeemed at a redemption price equal to 100.00% of the principal amount of the then outstanding 2027 Notes, plus the applicable “make-whole” premium specified in the indenture, as supplemented, governing the 2027

Senior Notes, plus accrued and unpaid interest to, but not including, the Redemption Date. The principal amount of the outstanding 2027 Notes is currently $238.5 million. Following these debt repayments, the Company’s total debt

outstanding is expected to be approximately $739.1 million.

Second Quarter 2026 Financial Results

Page

Other Business Developments

Activation of the Prairie Facility. On August 3, 2026, we were awarded a new management contract with ICE to utilize the Prairie Facility, a

facility that has been idle since 2010. The new contract commences on August 11, 2026, for a term of five years. The agreement provides for a fixed monthly payment plus an incremental per diem payment based on detainee populations. Taking into

account start-up activities and the phased commencement of intake operations, we currently expect an immaterial impact to earnings for the remainder of 2026. Once the facility is fully activated, we expect

this facility to generate total annual revenue of approximately $75 million. We expect to begin receiving detainees in the fourth quarter of 2026, with the activation estimated to be complete in the second quarter of 2027.

Acquisition of Clinical Solutions Pharmacy. As we disclosed last quarter, on April 1, 2026, we completed the acquisition of CSP, one of the

largest providers of mail order pharmacy services to correctional facilities in the United States, serving over 600 correctional facilities, including correctional facilities owned or operated by CoreCivic, across 32 states. The aggregate purchase

price of $199.8 million includes an estimated earn-out and the acquisition of working capital accounts, but excludes $3.1 million of transaction-related expenses incurred through June 30, 2026.

The initial purchase price of $148.0 million, excluding the earn-out, was funded with cash on hand and borrowings under the Revolving Credit Facility. The earn-out,

which is based on specified financial targets in 2026, was estimated at fair value of $51.8 million at June 30, 2026, and will be remeasured at fair value each reporting period until settled in cash, expected in the first half of 2027.

Redefining Operating & Reportable Segments. As a result of the acquisition of CSP and to better

reflect our operational strategy, beginning in the second quarter of 2026, we changed our reporting segments to align our financial reporting with the manner in which we manage our businesses. As a result, we redefined our operating and reportable

segments as follows:

•

CoreCivic Residential segment, consisting of the 64 correctional, detention, and reentry facilities we manage, 60

of which we owned or controlled via a long-term lease as of June 30, 2026, and four of which were owned by third parties, with a design capacity of 72,000 beds. As previously mentioned, subsequent to

quarter-end, we sold four detention facilities we owned, although we continue to manage these facilities.

•

CoreCivic Services segment, representing the delivery of complementary services to the corrections industry

through our wholly-owned subsidiaries, including CSP, TransCor America, LLC (TransCor), and Recovery Monitoring Solutions (RMS). TransCor provides transportation services to governmental agencies and CoreCivic, while RMS provides electronic

monitoring and case management services as alternatives to incarceration; and

•

CoreCivic Properties segment, consisting of the five correctional real estate properties held for lease to

government agencies, with a total design capacity of approximately 8,000 beds.

Second Quarter 2026 Financial Results

Page

2026 Financial Guidance

Based on current business conditions, we are providing the following updated financial guidance for the full year 2026:

Updated Guidance

Full Year 2026

Prior Guidance

Full Year 2026

➣ Net income

$1.497 billion to $1.516 billion

$147.8 million to $157.8 million

➣ Adjusted Net Income

$161.5 million to $169.5 million

$149.5 million to $159.5 million

➣ Diluted EPS

$15.00 to $15.20

$1.51 to $1.61

➣ Adjusted Diluted EPS

$1.62 to $1.70

$1.53 to $1.63

➣ FFO per diluted share

$2.59 to $2.68

$2.58 to $2.68

➣ Normalized FFO per diluted share

$2.61 to $2.70

$2.60 to $2.70

➣ EBITDA

$2.222 billion to $2.242 billion

$451.3 million to $459.3 million

➣ Adjusted EBITDA

$440.5 million to $445.5 million

$453.8 million to $461.8 million

The updated guidance reflects our best estimate of the financial impact of the four facility sales, and our expected continued

management of these facilities. Although we and ICE have not yet modified the management contracts for these facilities to reflect the change in ownership, the range of our guidance incorporates our best estimate of the financial impact of the

change in ownership.

The updated guidance for Net income and Diluted EPS were most notably impacted by the gain on sale of the four facilities sold,

which will be reported in the third quarter of 2026, and by the repayment of $608.5 million of debt, with a portion of proceeds from the facility sales, including $238.5 million of the 2027 Notes that will be repaid on August 12,

2026. Adjusted Net Income, FFO, and EBITDA, which exclude the after-tax impact of the gain, were each favorably impacted by interest income associated with the residual cash balance after the repayment of

debt, resulting from the facility sales. Unlike Net Income and FFO, EBITDA excludes the benefit of the reduction in interest expense resulting from the repayment of debt.

Our updated guidance does not include the impact of any share repurchases we may execute during the second half of 2026, which could negatively impact Net

Income, FFO, and EBITDA for a reduction in interest income associated with any cash used to repurchase shares, but could favorably impact their corresponding per share measures for the reduction in our weighted average shares outstanding.

Second Quarter 2026 Financial Results

Page

In addition to the financial impact associated with the facility sales, our updated guidance reflects

modestly higher residential populations compared with our previous forecast based on recent trends, and includes an increase in general and administrative expenses for higher incentive compensation associated with the facility sales. Although the

updated guidance includes the new management contract at the Prairie Facility, taking into account start-up activities and a phased commencement of intake operations at the facility, the updated guidance

reflects an immaterial impact to earnings for the remainder of 2026.

In addition to the facility sales completed

to-date, we have recently begun discussions with ICE about the potential acquisition of additional detention facilities from us. These discussions are in preliminary stages, and we can provide no assurance

that any additional facility sales will occur. Our updated guidance does not include the impact of any potential additional facility sales.

During 2026,

we expect to invest $30.0 million to $35.0 million in maintenance capital expenditures on real estate assets, $35.0 million to $40.0 million for maintenance capital expenditures on other assets and information technology, and

$15.0 million for other capital investments. We also expect to invest $35.0 million to $40.0 million for capital expenditures associated with previously idled facilities we are activating and for additional potential facility

activations, in order to prepare these facilities to quickly accept residential populations if opportunities arise.

Supplemental Financial Information

and Investor Presentations

We have made available on our website supplemental financial information and other data for the second quarter of 2026.

Interested parties may access this information through our website at http://ir.corecivic.com/ under “Financial Information” of the Investors section. We do not undertake any obligation and disclaim any duties to update any of the

information disclosed in this report.

Management may meet with investors from time to time during the second quarter of 2026. Written materials used in

the investor presentations will also be available on our website beginning on or about August 24, 2026. Interested parties may access this information through our website at http://ir.corecivic.com/ under “Events &

Presentations” of the Investors section.

Conference Call, Webcast and Replay Information

We will host a webcast conference call at 10:00 a.m. central time (11:00 a.m. eastern time) on Thursday, August 6, 2026, which will be accessible through

the Company’s website at www.corecivic.com under the “Events & Presentations” section of the “Investors” page. To participate via telephone and join the call live, please register in advance here

https://register-conf.media-server.com/register/BI99959d3b30da46f3a101e52cd0e2654d. Upon registration, telephone participants will receive a confirmation email detailing how to join the conference call, including the dial-in number and a unique passcode.

Second Quarter 2026 Financial Results

Page

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. We provide 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. We are 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. We have been a flexible and dependable partner for government for more than 40 years. Our 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 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.

Second Quarter 2026 Financial Results

Page

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.

###

Second Quarter 2026 Financial Results

Page

CORECIVIC, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

ASSETS

June 30, 2026

December 31, 2025

Cash and cash equivalents

108,934

97,929

Restricted cash

13,869

14,517

Accounts receivable, net of credit loss reserve of $5,635 and $4,506, respectively

463,089

446,224

Prepaid expenses and other current assets

78,475

49,904

Assets held for sale

2,513

Total current assets

666,880

611,087

Real estate and related assets:

Property and equipment, net of accumulated depreciation of $2,068,069 and 2,012,353,

respectively

2,148,959

2,132,206

Other real estate assets

177,295

182,479

Goodwill

59,115

8,551

Other assets

403,390

322,420

Total assets

3,455,639

3,256,743

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued expenses

390,443

353,173

Current portion of long-term debt

115,250

15,701

Total current liabilities

505,693

368,874

Long-term debt, net

1,231,770

1,205,037

Deferred revenue

6,905

8,719

Non-current deferred tax liabilities

110,115

98,364

Other liabilities

162,679

170,500

Total liabilities

2,017,162

1,851,494

Commitments and contingencies

Preferred stock – $0.01 par value; 50,000 shares authorized; none issued and outstanding

at June 30, 2026 and December 31, 2025

—

Common stock – $0.01 par value; 300,000 shares authorized; 98,893 and 100,051 shares

issued and outstanding at June 30, 2026 and December 31, 2025, respectively

989

1,001

Additional paid-in capital

1,485,910

1,527,724

Accumulated deficit

(48,422

)

(123,476

)

Total stockholders’ equity

1,438,477

1,405,249

Total liabilities and stockholders’ equity

3,455,639

3,256,743

Second Quarter 2026 Financial Results

Page

CORECIVIC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

For the Three Months Ended

June 30,

For the Six Months Ended

June 30,

2026

2025

2026

2025

REVENUE:

684,917

538,165

1,299,646

1,026,792

EXPENSES:

Operating

535,983

398,342

1,003,702

773,079

General and administrative

44,126

43,882

87,802

79,898

Depreciation and amortization

35,814

31,108

69,149

61,626

615,923

473,332

1,160,653

914,603

OTHER INCOME (EXPENSE):

Interest expense, net

(22,279

)

(12,539

)

(39,960

)

(27,770

)

Other income (expense)

797

(35

)

789

(70

)

INCOME BEFORE INCOME TAXES

47,512

52,259

99,822

84,349

Income tax expense

(10,374

)

(13,716

)

(24,768

)

(20,693

)

NET INCOME

37,138

38,543

75,054

63,656

BASIC EARNINGS PER SHARE

0.38

0.35

0.76

0.58

DILUTED EARNINGS PER SHARE

0.37

0.35

0.76

0.58

Second Quarter 2026 Financial Results

Page

CORECIVIC, INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL INFORMATION

(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

CALCULATION OF ADJUSTED NET INCOME AND ADJUSTED DILUTED EPS

For the Three Months Ended

June 30,

For the Six Months Ended

June 30,

2026

2025

2026

2025

Net income

37,138

38,543

75,054

63,656

Special items:

Expenses associated with mergers and acquisitions

724

1,538

3,148

1,538

Income tax benefit for special items

(182

)

(427

)

(861

)

(427

)

Adjusted net income

37,680

39,654

77,341

64,767

Weighted average common shares outstanding - basic

Effect of dilutive securities:

98,891

108,627

98,806

109,056

Restricted stock-based awards

545

542

576

756

Weighted average shares and assumed conversions - diluted

99,436

109,169

99,382

109,812

Adjusted Diluted EPS

0.38

0.36

0.78

0.59

Second Quarter 2026 Financial Results

Page

CORECIVIC, INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL INFORMATION

(UNAUDITED AND AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

CALCULATION OF FUNDS FROM OPERATIONS AND NORMALIZED FUNDS FROM OPERATIONS

For the Three Months Ended

June 30,

For the Six Months Ended

June 30,

2026

2025

2026

2025

Net income

37,138

38,543

75,054

63,656

Depreciation and amortization of real estate assets

25,785

24,920

51,179

49,518

Funds From Operations

62,923

63,463

126,233

113,174

Expenses associated with mergers and acquisitions

724

1,538

3,148

1,538

Income tax benefit for special items

(182

)

(427

)

(861

)

(427

)

Normalized Funds From Operations

63,465

64,574

128,520

114,285

Funds from Operations Per Diluted Share

0.63

0.58

1.27

1.03

Normalized Funds From Operations Per Diluted Share

0.64

0.59

1.29

1.04

CALCULATION OF EBITDA AND ADJUSTED EBITDA

For the Three Months Ended

June 30,

For the Six Months Ended

June 30,

2026

2025

2026

2025

Net income

37,138

38,543

75,054

63,656

Interest expense

25,394

18,428

47,436

36,809

Depreciation and amortization

35,814

31,108

69,149

61,626

Income tax expense

10,374

13,716

24,768

20,693

EBITDA

108,720

101,795

216,407

182,784

Expenses associated with mergers and acquisitions

724

1,538

3,148

1,538

Adjusted EBITDA

109,444

103,333

219,555

184,322

Second Quarter 2026 Financial Results

Page

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 NORMALIZED EBITDA

Guidance Range

For the Year Ending

December 31, 2026

Low End of

High End of

Guidance

Net income

1,496,535

1,515,773

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

161,500

169,500

Net income

1,496,535

1,515,773

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

258,213

267,213

Expenses associated with mergers and acquisitions

3,124

3,174

Income tax benefit for special items

(837

)

(887

)

Normalized Funds From Operations

260,500

269,500

Diluted EPS

15.00

15.20

Adjusted Diluted EPS

1.62

1.70

FFO per diluted share

2.59

2.68

Normalized FFO per diluted share

2.61

2.70

Net income

1,496,535

1,515,773

Interest expense

80,000

79,000

Depreciation and amortization

142,500

141,500

Income tax expense

503,317

506,079

EBITDA

2,222,352

2,242,352

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

440,476

445,526

Second Quarter 2026 Financial Results

Page

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.

###

GRAPHIC

Filename: g173726dsp5.jpg · Sequence: 6

Binary file (8416 bytes)

Download g173726dsp5.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Document and Entity Information

Aug. 05, 2026

Cover [Abstract]

Amendment Flag

false

Entity Central Index Key

0001070985

Document Type

8-K

Document Period End Date

Aug. 05, 2026

Entity Registrant Name

CoreCivic, Inc.

Entity Incorporation State Country Code

Entity File Number

001-16109

Entity Tax Identification Number

62-1763875

Entity Address, Address Line One

5501 Virginia Way

Entity Address, City or Town

Brentwood

Entity Address, State or Province

Entity Address, Postal Zip Code

37027

City Area Code

(615)

Local Phone Number

263-3000

Written Communications

false

Soliciting Material

false

Pre Commencement Tender Offer

false

Pre Commencement Issuer Tender Offer

false

Security 12b Title

Common Stock

Trading Symbol

CXW

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration