CoreCivic (CXW) discloses Transition Agreement dated Aug 14, 2025

CoreCivic, Inc. filed a Current Report on Form 8-K reporting a material event tied to a Transition Agreement dated August 14, 2025 involving Damon T. Hininger and a related Press Release dated August 18, 2025.

Rhea-AI Filing Summary

CoreCivic, Inc. filed a Current Report on Form 8-K reporting a material event tied to a Transition Agreement dated August 14, 2025 involving Damon T. Hininger and a related Press Release dated August 18, 2025. The filing references the company’s Definitive Proxy Statement filed March 31, 2025 and its Form 10-K for the year ended December 31, 2024 filed February 21, 2025. The filing states that Mr. Swindle is not party to any material plan, contract, or transaction requiring disclosure under Regulation S-K Item 404, and that the company will not update the report for events after its date except as required by law. The filing also includes an interactive cover page XBRL file.

Positive

• Transition Agreement dated August 14, 2025 is disclosed, signaling formal documentation of leadership change
• Press Release dated August 18, 2025 accompanies the filing, indicating public communication of the event
• Company confirms Mr. Swindle is not party to material transactions requiring disclosure under Item 404

Negative

• The filing as provided does not include substantive terms of the Transition Agreement (no compensation, timeline, or duties disclosed)
• The document states the company will not update this report for events after its date except as required by law, limiting forward disclosure
• Key supporting documents (full press release text and agreement terms) are not included in the supplied content

Insights

Corporate Governance Analyst

TL;DR: The filing documents a Transition Agreement (Aug 14, 2025) and a Press Release (Aug 18, 2025), with limited disclosed terms.

The filing confirms core disclosure links to the March 31, 2025 proxy and the 2024 Form 10-K, which investors can consult for background on governance and compensation frameworks. The item explicitly states that Mr. Swindle has no material arrangements requiring Item 404 disclosure.

The document contains minimal transactional detail: it lists the existence and dates of the agreement and press release but does not include material economic terms or specific role changes within the text provided. That limits immediate investor assessment until full agreement terms or the press release text are published.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does CoreCivic's (CXW) Form 8-K disclose about the event?

The filing discloses a Transition Agreement dated August 14, 2025 involving Damon T. Hininger and a related Press Release dated August 18, 2025. It references the company's March 31, 2025 proxy and 2024 Form 10-K.

Does the 8-K include financial or compensation terms for the Transition Agreement?

No. The supplied filing text does not include any financial, compensation, or timeline terms for the Transition Agreement.

Is Mr. Swindle involved in any material arrangements requiring disclosure?

The filing states that Mr. Swindle is not party to, and has no material interest in, any transaction with the company that would require disclosure under Item 404 of Regulation S-K.

Where can investors find background governance information referenced in the 8-K?

The filing points investors to the company's Definitive Proxy Statement filed March 31, 2025 and its Form 10-K for the year ended December 31, 2024 for additional governance and compensation context.

Was interactive XBRL included with the filing?

Yes. The filing references a Cover Page Interactive Data File (embedded Inline XBRL) as included with the 8-K.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/18/2025 - 04:06 PM Learn about SEC filing dates

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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 14, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

CEO Transition

On August 18, 2025, CoreCivic, Inc., a Maryland corporation (the “Company”) announced that Damon T. Hininger, the Company’s Chief Executive Officer (“CEO”), will step down as CEO and resign from his position on the Company’s Board of Directors (the “Board”), effective as of January 1, 2026 (the “Transition Date”). Patrick Swindle, who currently serves as the Company’s President and Chief Operating Officer, will assume the role of CEO of the Company, effective as of the Transition Date, and will continue serving as the President of the Company. Additionally, the Board will appoint Mr. Swindle to the Board to fill the vacancy created by Mr. Hininger’s resignation as of the Transition Date.

Mr. Hininger and the Company have entered into a transition agreement, dated as of August 14, 2025 and effective as of the Transition Date (the “Transition Agreement”), pursuant to which Mr. Hininger will serve as a Special Advisor to the CEO and Chairman of the Board beginning on the Transition Date through March 31, 2027, unless the Transition Agreement is earlier terminated as set forth in the Transition Agreement (the “Transition Period”).

A description of the business background and experience of Mr. Swindle, age 49, is incorporated herein by reference to the information included under the heading “Executive Officers” in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2025.

Neither Mr. Hininger’s nor Mr. Swindle’s change in duties were made pursuant to any arrangement or understanding between Mr. Hininger or Mr. Swindle, as applicable, and any other person. Mr. Swindle has no family relationships that would require disclosure under Item 401(d) of Regulation S-K in this Current Report on Form 8-K, and, except for previously disclosed compensation arrangements and as otherwise described in this Current Report on Form 8-K, he is not a party to any material plan, contract or arrangement with the Company. Mr. Swindle neither is a party to nor has any direct or indirect material interest in any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K in this Current Report on Form 8-K.

Hininger Transition Agreement

On August 14, 2025, Mr. Hininger entered into the Transition Agreement. The Transition Agreement will govern Mr. Hininger’s employment with the Company during the Transition Period. The Transition Agreement provides for, among other things, (i) Mr. Hininger’s automatic resignation from all positions that he holds as an officer or member of the Board, effective as of the Transition Date, and (ii) Mr. Hininger’s duties as Special Advisor to the Chief Executive Officer and Chairman of the Board during the Transition Period. The Transition Agreement provides that Mr. Hininger will be paid his current annual base salary as in effect as of December 31, 2025 during the Transition Period. In addition, Mr. Hininger will be entitled to receive 100% of his 2026 annual cash bonus for the twelve-month performance period ending December 31, 2025, to the extent determined to be earned. Mr. Hininger’s existing equity awards will continue to be in effect pursuant to the terms set forth in each such award agreement and the Company’s Amended and Restated 2020 Stock Incentive Plan. Mr. Hininger will not be entitled to and will not receive any new equity awards during the Transition Period.

In the event that the Transition Agreement is terminated prior to March 31, 2027, Mr. Hininger will not be entitled to the rights and compensation set forth above other than the Accrued Amounts (as defined in the Transition Agreement). By accepting the employment offered under the Transition Agreement, Mr. Hininger has waived any current or future rights or payments he might otherwise have become entitled to under the Company’s Amended and Restated Executive Severance and Change in Control Plan effective as of July 25, 2025 (the “Severance Plan”).

A copy of the Transition Agreement is included as Exhibit 10.1 to this Current Report on Form 8-K. The description of the Transition Agreement included in this Current Report on Form 8-K is a summary, is not complete and is qualified in its entirety by reference to the terms of the Transition Agreement filed as Exhibit 10.1 hereto.

CEO Employment Terms

Mr. Swindle’s annual base salary for the fiscal year beginning on January 1, 2026, will be $900,000 (the “CEO Base Salary”). Mr. Swindle’s short-term cash incentive compensation target is an amount equal to 132% of the CEO Base Salary, based on the achievement of performance goals to be established by the Compensation Committee in the first quarter of 2026 (as part of the Company’s regular compensation practices). The percentage target referenced above is the same percentage target utilized for Mr. Swindle’s 2025 annual short-term cash incentive compensation. Mr. Swindle will receive a long-term equity incentive grant of restricted stock units having a value equal to $2,502,000 in the first quarter of 2026 (as part of the Company’s regular equity award grant-cycle). Forty percent of these restricted stock units will be time-based (vesting ratably over three years) and the remaining sixty percent will be performance-based (vesting over a three-year period, subject to the achievement the applicable performance criteria to be established by the Compensation Committee). The Severance Plan will continue to apply to Mr. Swindle in the same manner as it did prior to his promotion to CEO. Mr. Swindle will not receive any additional compensation for his service on the Board.

Item 7.01. Regulation FD Disclosure.

On August 18, 2025, the Company issued a press release announcing Mr. Swindle’s appointment as CEO and Mr. Hininger’s transition from CEO to Special Advisor to the CEO and Chairman of the Board, effective as of January 1, 2026. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

* * *

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains statements as to the Company’s 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, including, but not limited to, statements concerning the expected transition of executive leadership at the Company. These forward-looking statements may include such words 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 from our expectations are described in the filings made from time to time by the Company with the SEC and include the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 21, 2025 and subsequent filings. The Company takes no responsibility for updating the information contained in this Current Report on Form 8-K following the date hereof to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events, except as may be required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1		Transition Agreement, dated as of August 14, 2025, by and between the Company and Damon T. Hininger.
99.1		Press Release, dated August 18, 2025.
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 18, 2025				CORECIVIC, INC.
				By:		/s/ David M. Garfinkle
						David M. Garfinkle Executive Vice President and Chief Financial Officer