What is an accelerated share repurchase (ASR) agreement?

An ASR allows a company to repurchase a large block of shares immediately from a financial dealer, with final settlement occurring later based on the average stock price over a specified period. The dealer manages the logistics of acquiring shares from the market, allowing the company to front-load the benefit of reduced share count. ASRs are often used when a company wants quick execution and is comfortable with price-averaging mechanics.

Why did CoreCivic revise its 2026 guidance upward after announcing the ASR?

The company raised EPS guidance primarily due to the immediate reduction in weighted average shares outstanding from the 12.4 million initial share delivery. However, the company also expects lower interest income from deploying $500 million of cash reserves for the repurchase. On balance, the accretion from share count reduction exceeds the interest income headwind, resulting in higher per-share guidance ranges.

When will the ASR settlement be final?

Settlement is scheduled to occur prior to the end of the second quarter of 2027. The final number of shares will be based on the average daily volume-weighted average price of CoreCivic stock during the term of the ASR Agreement, less a discount, and subject to adjustments. Depending on the final price, CoreCivic may receive additional shares or be required to deliver shares or make a cash payment.

How much repurchase authorization remains after this ASR?

CoreCivic expects approximately $255.8 million in remaining authorization under its expanded share repurchase program following completion of the $500 million ASR. The expanded program was approved by the Board on August 4, 2026, with total capacity of $755.8 million.

Does the ASR affect CoreCivic's liquidity or financing?

CoreCivic funded the $500 million ASR payment with cash on hand, which reduces interest income in 2026 as reflected in the guidance update. The company did not raise new debt or equity to fund the repurchase, instead deploying existing cash reserves.

What is the initial share delivery under the ASR?

CoreCivic expects to receive an initial delivery of approximately 12.4 million shares from the Dealer on August 10, 2026 (the same date the company made the $500 million payment). This initial delivery provides immediate share-count reduction, while final settlement and any additional share adjustments will occur by Q2 2027.

CXW 8-K Filed 2026-08-10 Execution disclosure

CoreCivic announces $500M accelerated share repurchase agreement

ASR execution under newly expanded program approved by board on August 4, 2026

Shares repurchased12.4M

Remaining$256M

MechanismAccelerated Share Repurchase

What the filing says

CoreCivic, Inc. (NYSE: CXW) announced on August 10, 2026, that it has entered into an accelerated share repurchase (ASR) agreement with a financial institution to repurchase $500 million of its common stock. This ASR execution is part of the company's existing capacity under its expanded share repurchase program, which was approved by the Board of Directors on August 4, 2026. Following completion of the ASR, CoreCivic anticipates approximately $255.8 million in remaining repurchase authorization.

Under the terms of the ASR Agreement, CoreCivic made a $500 million payment to the Dealer on August 10, 2026, and expects to receive an initial delivery of approximately 12.4 million shares of Common Stock. The final number of shares repurchased will be based on the average of the daily volume-weighted average price during the term of the ASR Agreement, less a discount and subject to adjustments. Final settlement is scheduled prior to the end of the second quarter of 2027.

As a result of the ASR execution, CoreCivic revised its full-year 2026 financial guidance. Updated guidance includes net income of $1.492 billion to $1.511 billion (prior: $1.497 billion to $1.516 billion), diluted EPS of $15.62 to $15.82 (prior: $15.00 to $15.20), and FFO per diluted share of $2.66 to $2.75 (prior: $2.59 to $2.68). The updated guidance reflects the expected initial delivery of 12.4 million shares, reduced interest income from deploying $500 million of cash, and the per-share impact from reduced weighted average shares outstanding.

CoreCivic, Inc. (NYSE: CXW) 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. — CoreCivic, Inc. 8-K filing · View on SEC EDGAR →

What this means

CoreCivic is immediately executing a $500 million accelerated repurchase under a newly expanded board-approved program totaling $755.8 million. The ASR provides an initial delivery of 12.4 million shares, with final share count determined by volume-weighted average price through Q2 2027. The company revised 2026 guidance upward for diluted EPS (to $15.62–$15.82 from $15.00–$15.20), reflecting both the reduced share count and offset by lower interest income from deploying cash reserves. The $255.8 million remaining authorization provides capacity for additional repurchases. This execution is material to share count in 2026 and demonstrates the company's commitment to capital allocation through repurchases.

Frequently asked questions

What is an accelerated share repurchase (ASR) agreement?: An ASR allows a company to repurchase a large block of shares immediately from a financial dealer, with final settlement occurring later based on the average stock price over a specified period. The dealer manages the logistics of acquiring shares from the market, allowing the company to front-load the benefit of reduced share count. ASRs are often used when a company wants quick execution and is comfortable with price-averaging mechanics.
Why did CoreCivic revise its 2026 guidance upward after announcing the ASR?: The company raised EPS guidance primarily due to the immediate reduction in weighted average shares outstanding from the 12.4 million initial share delivery. However, the company also expects lower interest income from deploying $500 million of cash reserves for the repurchase. On balance, the accretion from share count reduction exceeds the interest income headwind, resulting in higher per-share guidance ranges.
When will the ASR settlement be final?: Settlement is scheduled to occur prior to the end of the second quarter of 2027. The final number of shares will be based on the average daily volume-weighted average price of CoreCivic stock during the term of the ASR Agreement, less a discount, and subject to adjustments. Depending on the final price, CoreCivic may receive additional shares or be required to deliver shares or make a cash payment.
How much repurchase authorization remains after this ASR?: CoreCivic expects approximately $255.8 million in remaining authorization under its expanded share repurchase program following completion of the $500 million ASR. The expanded program was approved by the Board on August 4, 2026, with total capacity of $755.8 million.
Does the ASR affect CoreCivic's liquidity or financing?: CoreCivic funded the $500 million ASR payment with cash on hand, which reduces interest income in 2026 as reflected in the guidance update. The company did not raise new debt or equity to fund the repurchase, instead deploying existing cash reserves.
What is the initial share delivery under the ASR?: CoreCivic expects to receive an initial delivery of approximately 12.4 million shares from the Dealer on August 10, 2026 (the same date the company made the $500 million payment). This initial delivery provides immediate share-count reduction, while final settlement and any additional share adjustments will occur by Q2 2027.

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Source. This editorial summary is based on the SEC filing linked above. BuybackStocks aggregates and editorializes publicly available SEC EDGAR filings. Not investment advice. Past authorization announcements do not guarantee future repurchase activity or share price performance. See our full disclosures policy.