STOCKHOLDERS' EQUITY |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| STOCKHOLDERS' EQUITY | 6. STOCKHOLDERS' EQUITY Share Repurchase Program On May 12, 2022, the Board of Directors ("BOD") approved a share repurchase program to repurchase up to $150.0 million of the Company's common stock. This original authorization, along with the dates and amounts of subsequent increases to the authorization by the BOD to the share repurchase program, are as follows (in thousands):
Repurchases of the Company's outstanding common stock have been and will be made in accordance with applicable securities laws and may be made at the Company's discretion based on 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 has no time limit and does not obligate the Company to purchase any particular amount of its 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. During the first six months of 2026, the Company repurchased 2.3 million shares of its common stock at a total cost of $44.7 million, or $19.08 per share, excluding costs associated with the share repurchase program. No shares were repurchased during the second quarter of 2026. As of June 30, 2026, the Company had repurchased a total of 28.1 million common shares at an aggregate cost of approximately $444.2 million, or $15.82 per share, and had approximately $255.8 million of repurchase authorization available under the share repurchase program. As further described in Note 11, on August 4, 2026, the BOD authorized an increase to the Company's 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. Restricted Stock Units During the six months ended June 30, 2026, CoreCivic issued approximately 1.3 million restricted common stock units ("RSUs") to certain of its employees and non-employee directors, with an aggregate value of $25.6 million, including 1.2 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 0.1 million RSUs to employees whose compensation is charged to operating expense. During the full year 2025, CoreCivic issued approximately 1.2 million RSUs to certain of its employees and non-employee directors, with an aggregate value of $23.9 million, including 1.1 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 0.1 million RSUs to employees whose compensation is charged to operating expense. CoreCivic has established performance-based vesting conditions on a portion of the RSUs awarded to its officers and executive officers that, unless earlier vested under the terms of the agreements, are subject to vesting over a three-year period based upon the satisfaction of certain annual performance criteria. The RSUs awarded to officers and executive officers in 2024, 2025 and 2026 consist of a combination of awards with performance-based conditions and time-based conditions. Unless earlier vested under the terms of the RSU agreements, the RSUs with time-based vesting conditions vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the applicable fiscal year. The RSUs with performance-based vesting conditions are divided into one-third increments, each of which is subject to vesting based upon satisfaction of certain annual performance criteria established at the beginning of the fiscal years ending December 31, 2024, 2025, and 2026 for the 2024 awards, December 31, 2025, 2026, and 2027 for the 2025 awards, and December 31, 2026, 2027, and 2028 for the 2026 awards, and which can be increased up to 150% or decreased to 0% based on performance relative to the annual performance criteria, and further increased or decreased using a modifier of 80% to 120% based on CoreCivic's total shareholder return relative to a peer group. Because the performance criteria for the fiscal years ending December 31, 2027 and 2028 have not yet been established, the values of the third RSU increment of the 2025 awards and of the second and third increments of the 2026 awards for financial reporting purposes will not be determined until such criteria are established. Time-based RSUs issued to other employees, unless earlier vested under the terms of the agreements, generally vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the applicable fiscal year. RSUs issued to non-employee directors generally vest one year from the date of award. As of June 30, 2026, approximately 2.4 million RSUs remained outstanding and subject to vesting. During the three months ended June 30, 2026, CoreCivic expensed $6.0 million, net of forfeitures, relating to RSUs ($0.4 million of which was recorded in operating expenses and $5.6 million of which was recorded in general and administrative expenses). During the three months ended June 30, 2025, CoreCivic expensed $7.4 million, net of forfeitures, relating to RSUs ($0.2 million of which was recorded in operating expenses and $7.2 million of which was recorded in general and administrative expenses). During the six months ended June 30, 2026, CoreCivic expensed $12.5 million, net of forfeitures, relating to RSUs ($0.7 million of which was recorded in operating expenses and $11.8 million of which was recorded in general and administrative expenses). During the six months ended June 30, 2025, CoreCivic expensed $14.0 million, net of forfeitures, relating to RSUs ($0.6 million of which was recorded in operating expenses and $13.4 million of which was recorded in general and administrative expenses). |
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