CXW

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How CXW rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Our BOD and Risk Committee each receives regular and frequent updates on cybersecurity and information technology matters from management (including our Chief Information and Digital Officer, or CIDO) and, periodically, from outside experts.
For example, the CIDO provides reports to our BOD, Technology Steering Committee and Risk Committee regarding information security risks, as well as plans and strategies to mitigate those risks, on a periodic basis.
Our Technology Cybersecurity Committee is comprised of a subset of our Technology Department, including our CIDO.
The Technology Cybersecurity Committee meets bi-weekly and reviews all cybersecurity risks and incidents meeting certain criteria, provides oversight with respect to cybersecurity matters at a technology management level, and reports through our CIDO to the Technology Steering Committee .
Director, Information Security and Privacy Compliance, prepares an incident summary and collaborates with the CIDO to conduct an initial assessment of information and cybersecurity incidents.
The materiality of any cybersecurity incident is ultimately evaluated and determined by our Disclosure Committee in collaboration with our CIDO .
Our Disclosure Committee is comprised of our executive officers, our CIDO, our Chief Ethics and Compliance Officer, and relevant business leaders from our finance and legal departments.
The Disclosure Committee is presented with a detailed overview of the cybersecurity incident by the CIDO.
At a management level, our information security risk management program is led by our CIDO, along with our Sr.
As of the date of this Annual Report, our Technology Department, led by our CIDO, along with our Sr.
Director, Information Security and Privacy Compliance, is comprised of nearly 115 technology professionals, with currently 14 of such technology professionals exclusively dedicated to cybersecurity.
The properties we owned at December 31, 2025 are described under Item 1 and in Note 3 of the Notes to the Consolidated Financial Statements contained in this Annual Report, as well as in Schedule III in Part IV of this Annual Report.
Market Price of and Distr ibutions on Capital Stock Our common stock is traded on the New York Stock Exchange, or NYSE, under the symbol "CXW." On February 13, 2026, the last reported sale price of our common stock was $18.92 per share and there were approximately 2,100 registered holders and approximately 42,000 beneficial holders, respectively, of our common stock.
Dividend Policy While we do not currently anticipate paying cash dividends, we expect to return capital to our shareholders through other means, including our share repurchase program described below.
Any future determination to pay dividends will be made at the discretion of our Board, subject to applicable laws and will depend upon, among other factors, our results of operations, financial condition, contractual restrictions and capital requirements.
Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) October 1, 2025 - October 31, 2025 798,293 $ 18.79 798,293 $ 182,854,537 November 1, 2025 - November 30, 2025 1,879,621 $ 17.06 1,879,621 $ 350,784,351 December 1, 2025 - December 31, 2025 2,653,739 $ 18.94 2,653,739 $ 300,529,873 Total 5,331,653 $ 18.25 5,331,653 $ 300,529,873 (1) On May 12, 2022, the 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): Date Amount May 12, 2022 $ 150,000 August 2, 2022 75,000 May 16, 2024 125,000 May 15, 2025 150,000 November 10, 2025 200,000 Total authorization $ 700,000 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, or otherwise, subject to restricted payment limitations in our debt agreements.
As of December 31, 2025, the Company had repurchased a total of 25.7 million shares of the Company's common stock at an aggregate cost of approximately $399.5 million.
As of December 31, 2025, through our CoreCivic Safety segment, we operated 44 correctional and detention facilities, 40 of which we owned or controlled via a long-term lease, with a total design capacity of approximately 68,000 beds.
Through our CoreCivic Community segment, we operated 20 residential reentry centers, which we owned or controlled via a long-term lease, with a total design capacity of approximately 4,000 beds.
In addition, through our CoreCivic Properties segment, we owned five properties, with a total design capacity of approximately 8,000 beds.
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.
Our Business The solutions we provide to our federal customers continue to be a significant component of our business.
Upon his inauguration on January 20, 2025, President Trump issued nine executive actions intended to secure the borders of the United States and remove illegal immigrants, prioritizing those with criminal histories.
These initial orders included the declaration of a national emergency at the United States southern border.
Also included in these executive actions was the issuance of an executive order titled "Protecting the American People Against Invasion" which calls on the federal government to faithfully execute the immigration laws of the United States, including the removal of aliens, particularly those who threaten the safety of the American people.
This executive order calls on the Secretary of Homeland Security to “take all appropriate action and allocate all legally available resources or establish contracts to construct, operate, control, or use facilities to detain removable aliens” and “take all appropriate actions to ensure the detention of aliens apprehended for violations of immigration law pending the outcome of their removal proceedings or their removal from the country, to the extent permitted by law.” Effectively, this executive order requires an increase in interior enforcement by the U.S.
Immigration and Customs Enforcement, or ICE, and directs the Department of Homeland Security, or DHS, to detain those arrested by ICE, pending their removal or adjudication.
In addition, on January 20, 2025, President Trump reversed an executive order issued on January 26, 2021 by then-President Biden that had directed the Attorney General to not renew United States Department of Justice, or DOJ, contracts with privately operated criminal detention facilities.
This executive order only applied to agencies that are part of the DOJ, which includes the BOP and USMS.
ICE facilities were not covered by this executive order, as ICE is an agency of the DHS, not the DOJ.
It is possible future administrations could issue executive orders restricting the use of private correctional and detention facilities by the federal government.
Further, on January 29, 2025, President Trump signed into law the Laken Riley Act, which had been passed by Congress with bipartisan support.
The Laken Riley Act requires ICE to detain certain non-United States nationals who have been charged, arrested, or convicted of crimes including burglary, theft, assault of a law enforcement officer, as well as killing or injuring another person.
We believe the Laken Riley Act has contributed to the increased demand for detention beds by ICE, as further described in this Annual Report.
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act, or OBBBA.
OBBBA appropriates a total of $75 billion in mandatory funding to ICE for immigration enforcement activities and to increase detention capacity.
Specifically, OBBBA appropriates $45 billion for single adult alien detention capacity and family residential center capacity.
This funding is a significant increase in funding historically provided to ICE for border security and immigration detention.
The funding will remain available through September 30, 2029, and is in addition to base annual appropriations during that time period.

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Gone since FY2024

Our BOD and Risk Committee each receives regular and frequent updates on cybersecurity and information technology matters from management (including our Chief Information Officer, or CIO) and, periodically, from outside experts.
For example, the CIO provides reports to our BOD, Technology Steering Committee and Risk Committee regarding information security risks, as well as plans and strategies to mitigate those risks, on a periodic basis.
Our Technology Cybersecurity Committee is comprised of a subset of our Technology Department, including our CIO.
The Technology Cybersecurity Committee meets bi-weekly and reviews all cybersecurity risks and incidents meeting certain criteria, provides oversight with respect to cybersecurity matters at a technology management level, and reports through our CIO to the Technology Steering Committee .
Director, Information Security and Privacy Compliance, prepares an incident summary and collaborates with the CIO to conduct an initial assessment of information and cybersecurity incidents.
The materiality of any cybersecurity incident is ultimately evaluated and determined by our Disclosure Committee in collaboration with our CIO .
Our Disclosure Committee is comprised of our executive officers, our CIO, our Chief Ethics and Compliance Officer, and relevant business leaders from our finance and legal departments.
The Disclosure Committee is presented with a detailed overview of the cybersecurity incident by the CIO.
At a management level, our information security risk management program is led by our CIO, along with our Sr.
As of the date of this Annual Report, our Technology Department, led by our CIO, along with our Sr.
Director, Information Security and Privacy Compliance, is comprised of nearly 100 technology professionals, with currently 11 of such technology professionals exclusively dedicated to cybersecurity.
The properties we owned at December 31, 2024 are described under Item 1 and in Note 3 of the Notes to the Consolidated Financial Statements contained in this Annual Report, as well as in Schedule III in Part IV of this Annual Report.
Market Price of and Distr ibutions on Capital Stock Our common stock is traded on the New York Stock Exchange, or NYSE, under the symbol "CXW." On February 11, 2025, the last reported sale price of our common stock was $18.04 per share and there were approximately 2,300 registered holders and approximately 43,000 beneficial holders, respectively, of our common stock.
Dividend Policy In order to qualify as a REIT for the years we elected REIT status, we were generally required to distribute to our stockholders at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding net capital gains), and we were subject to tax to the extent our net taxable income (including net capital gains) was not fully distributed.
We announced on June 17, 2020 that our Board of Directors, or BOD, suspended our quarterly dividend while it evaluated corporate structure and capital allocation alternatives.
On August 5, 2020, our BOD voted unanimously to approve a plan to revoke our REIT election and become a taxable C Corporation, effective January 1, 2021; our BOD also voted unanimously to discontinue the quarterly dividend and prioritize allocating our free cash flow to reduce debt levels.
In addition, subsequently, our BOD approved a share repurchase program as further described below under the heading “Issuer Purchases of Equity Securities”.
Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) October 1, 2024 - October 31, 2024 — $ — — $ 177,897,710 November 1, 2024 - November 30, 2024 — $ — — $ 177,897,710 December 1, 2024 - December 31, 2024 420,007 $ 21.43 420,007 $ 168,898,744 Total 420,007 $ 21.43 420,007 $ 168,898,744 (1) During 2022, the BOD approved a share repurchase program to repurchase up to $225.0 million of the Company's common stock.
On May 16, 2024, the BOD authorized an increase to the share repurchase program to which the Company may purchase up to an additional $125.0 million in shares of the Company's outstanding common stock, increasing the total aggregate authorization to up to $350.0 million.
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, or otherwise.
As of December 31, 2024, the Company had repurchased a total of 14.5 million shares of the Company's common stock at an aggregate cost of approximately $181.1 million.
As of December 31, 2024, through our CoreCivic Safety segment, we operated 42 correctional and detention facilities, 38 of which we owned or controlled via a long-term lease, with a total design capacity of approximately 62,000 beds.
Through our CoreCivic Community segment, we operated 21 residential reentry centers, which we owned or controlled via a long-term lease, with a total design capacity of approximately 4,000 beds.
In addition, through our CoreCivic Properties segment, we owned 6 properties, with a total design capacity of approximately 10,000 beds.
We are the nation's largest owner of partnership correctional, detention, and residential reentry facilities and one of the largest prison operators in the United States.
Our Business Through our CoreCivic Safety and CoreCivic Community segments, we are compensated for providing bed capacity and correctional, detention, and residential reentry services at a per diem rate based upon actual or minimum guaranteed occupancy levels.
The solutions we provide to our federal customers continue to be a significant component of our business.
On January 26, 2021, then-President Biden issued the Executive Order on Reforming Our Incarceration System to Eliminate the Use of Privately Operated Criminal Detention Facilities, or the Private Prison EO.
The Private Prison EO directed the Attorney General to not renew United States Department of Justice, or DOJ, contracts with privately operated criminal detention facilities.
The Private Prison EO only applied to agencies that are part of the DOJ, which includes the BOP and USMS.
We no longer operate any prison contracts for the BOP.
Immigration and Customs Enforcement, or ICE, facilities were not covered by the Private Prison EO, as ICE is an agency of the Department of Homeland Security, or DHS, not the DOJ.
For the years ended December 31, 2024 and 2023, the USMS accounted for 21% ($406.4 million) and 21% ($400.4 million), respectively, of our total revenue.
Unlike the BOP, the USMS does not own detention capacity and relies on the private sector, along with various government agencies, for its detainee population.
We currently have two detention facilities that have direct contracts with the USMS.
Because of the lack of alternative bed capacity, one of the contracts was renewed upon its expiration in September 2023, and now expires in September 2028.
The second direct contract expires in October 2025.
On January 20, 2025, President Trump reversed the Private Prison EO.
However, it is possible future administrations could issue similar executive orders restricting the use of private correctional and detention facilities by the federal government.
In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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