CoreCivic (CXW) CFO gets 62,781-share grant, withholds 41,145 shares for taxes

Rhea-AI Filing Summary

CoreCivic, Inc. executive vice president and chief financial officer David Garfinkle reported two stock transactions involving company common shares. He received a grant or award of 62,781 shares of common stock, increasing his direct holdings.

On the same date, 41,145 shares of common stock were disposed of at $16.74 per share to cover tax withholding obligations tied to the vesting of restricted stock units, as stated in the footnote. After these transactions, Garfinkle directly held 397,614 shares of CoreCivic common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GARFINKLE DAVID

(Last) (First) (Middle)

C/O CORECIVIC, INC.

5501 VIRGINIA WAY, SUITE 110

(Street)

BRENTWOOD TN 37027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CoreCivic, Inc. [ CXW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		A		62,781	A	$0.00	438,759	D
Common Stock	02/20/2026		F		41,145(1)	D	$16.74	397,614	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of the Issuer's common stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units.

	Joseph Bachmann	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did CoreCivic (CXW) CFO David Garfinkle report?

David Garfinkle reported a grant of 62,781 CoreCivic common shares and a related disposition of 41,145 shares. The disposition covered tax withholding obligations from restricted stock unit vesting, leaving him with 397,614 directly owned shares after the transactions.

How many CoreCivic (CXW) shares does the CFO own after this Form 4?

After these transactions, CoreCivic’s CFO David Garfinkle directly owns 397,614 common shares. This reflects the 62,781-share grant and the 41,145 shares withheld to satisfy tax obligations associated with restricted stock unit vesting on the reported transaction date.

Was the CoreCivic (CXW) CFO’s share disposition an open-market sale?

The disposition was not an open-market sale. The filing states 41,145 CoreCivic shares were withheld by the company to satisfy tax withholding obligations upon vesting of restricted stock units, a common administrative transaction rather than a discretionary market trade.

What price was used for the CoreCivic (CXW) tax-withholding share disposition?

The tax-withholding disposition used a price of $16.74 per CoreCivic share for 41,145 shares. This was classified as a payment of tax liability by delivering securities, consistent with standard equity compensation tax-withholding practices for restricted stock unit vesting.

What type of acquisition did the CoreCivic (CXW) CFO report on this Form 4?

The Form 4 lists the acquisition as a grant or award of 62,781 CoreCivic common shares. The transaction carried a reported price of $0.00 per share, consistent with stock-based compensation rather than a purchase in the open market or through a private transaction.