CoreCivic, Inc.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Issuer Purchases of Equity Securities

(1)On May 12,2022, the BOD approved a share repurchase program to repurchase up to $150.0 million of the Company's outstanding common stock, or 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 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, other than the accelerated share repurchase agreement, or ASR Agreement, described below, 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 BOD in its discretion at any time.

On November 3, 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 of Common Stock. As a result of the increase, the aggregate authorization under CoreCivic's repurchase program increased from $1.2 billion of Common Stock to up to $1.7 billion of Common Stock. Following the increased authorization and the ASR Agreement described in the footnote below, CoreCivic has $755.8 million remaining under its share repurchase program, before any additional repurchase settlements occur under the ASR Agreement, and exclusive of commissions, expenses and any excise taxes.

(2) On August 10, 2026, the Company announced that it had entered into an ASR Agreement with a financial institution, or Dealer, to repurchase an aggregate of $500.0 million of Common Stock as part of its share repurchase program. Following the entry into the ASR Agreement, CoreCivic made a payment of $500.0 million to the Dealer and received 12.4 million shares of Common Stock from the Dealer, representing 80% of the $500.0 million payment divided by the August 7, 2026 closing trading price of the Common Stock of $32.27 per share. The final number of shares the Company will repurchase and the average price per share of such repurchases will be determined on the completion of the transactions contemplated by the ASR Agreement and will be based on 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 adjustment pursuant to the ASR Agreement. The final settlement of the transactions is expected to occur prior to the end of the second quarter of 2027. At settlement, under certain circumstances, the Dealer may be required to deliver additional shares of Common Stock to the Company, or under certain circumstances, the Company may be required to deliver shares of Common Stock or to make a cash payment, at its election, to the Dealer.