CoreCivic (CXW) CAO receives stock award and has shares withheld for taxes

Rhea-AI Filing Summary

CoreCivic, Inc. Chief Administrative Officer Cole G. Carter reported mixed equity transactions in company common stock. On February 20, 2026, he acquired 59,846 shares at $0.0000 per share as a grant or award, increasing his holdings. On the same date, 37,951 shares were disposed of at $16.74 per share to cover tax withholding tied to restricted stock unit vesting, rather than an open-market sale. After these transactions, he held 265,883 shares of CoreCivic common stock directly.

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

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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^*

Carter, Cole G.

(Last) (First) (Middle)

C/O CORECIVIC

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)
	Chief Administrative 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		59,846	A	$0.00	303,834	D
Common Stock	02/20/2026		F		37,951(1)	D	$16.74	265,883	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) report for Cole G. Carter?

CoreCivic reported that Chief Administrative Officer Cole G. Carter received a grant of 59,846 common shares and had 37,951 shares withheld to cover taxes on vested restricted stock units, both dated February 20, 2026. These transactions are part of his equity compensation.

Did Cole G. Carter buy or sell CoreCivic (CXW) shares on the open market?

The filing shows no open-market buys or sells. Carter received 59,846 shares as a stock award and 37,951 shares were disposed of solely to satisfy tax withholding obligations on restricted stock unit vesting, according to the footnote disclosure.

How many CoreCivic (CXW) shares does Cole G. Carter own after the Form 4 transactions?

After the reported transactions, Cole G. Carter directly owns 265,883 shares of CoreCivic common stock. This figure reflects both the stock award he received and the shares withheld to cover associated tax obligations on restricted stock unit vesting.

What does the grant of 59,846 CoreCivic (CXW) shares to Cole G. Carter represent?

The 59,846 shares represent a stock grant or award to Cole G. Carter, recorded with a transaction code A at a price of $0.0000 per share. This is characterized as an acquisition of common stock as part of his compensation package.

Why were 37,951 CoreCivic (CXW) shares disposed of for Cole G. Carter?

The 37,951 shares were withheld by CoreCivic to satisfy tax withholding obligations related to the vesting of restricted stock units. The filing labels this as a tax-withholding disposition, not a discretionary sale in the open market by Carter.

What do the transaction codes A and F mean in the CoreCivic (CXW) Form 4?

In this Form 4, code A indicates a grant, award, or other acquisition of 59,846 shares at no cost, while code F indicates 37,951 shares disposed of to pay exercise price or tax liabilities by delivering securities, specifically for restricted stock unit vesting.