CoreCivic (CXW) ex-CEO gets 256,800-share grant, 133,674 withheld

Rhea-AI Filing Summary

CoreCivic, Inc. reported insider equity transactions by former CEO Damon T. Hininger involving company common stock. On February 20, 2026, he received a grant of 256,800 shares of common stock at $0.00 per share, reflecting a stock-based award. On the same date, 133,674 shares were disposed of at $16.74 per share to cover tax withholding obligations in connection with the vesting of restricted stock units, with the shares withheld by the issuer rather than sold on the open market. After these transactions, Hininger directly owned 1,002,450 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

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X

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^*

Hininger Damon T

(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
	Officer (give title below)	X	Other (specify below)
			Former CEO

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		256,800	A	$0.00	1,136,124	D
Common Stock	02/20/2026		F		133,674(1)	D	$16.74	1,002,450	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) former CEO Damon Hininger report?

Damon Hininger reported a grant of 256,800 CoreCivic common shares and a related tax-withholding disposition of 133,674 shares. These transactions were tied to equity awards and withholding, not open-market purchases or sales, and left him with 1,002,450 directly owned shares.

How many CoreCivic (CXW) shares were granted to Damon Hininger?

Damon Hininger received a grant of 256,800 CoreCivic common shares at $0.00 per share. This reflects a stock-based award rather than a market purchase and increased his direct share ownership before related tax withholding adjusted the final total.

Why were 133,674 CoreCivic (CXW) shares disposed of in Hininger’s Form 4?

The 133,674 CoreCivic shares were withheld by the company to satisfy tax withholding obligations from vesting restricted stock units. This Form 4 disposition, coded “F,” represents shares delivered for taxes, not an open-market sale by Damon Hininger.

What price was used for the tax-withholding shares in the CoreCivic (CXW) Form 4?

The tax-withholding disposition used a price of $16.74 per CoreCivic share for 133,674 shares. This reflects the value applied to satisfy Damon Hininger’s tax obligations triggered by the vesting of restricted stock units, according to the Form 4 details.

How many CoreCivic (CXW) shares does Damon Hininger own after these transactions?

After the reported transactions, Damon Hininger directly owns 1,002,450 CoreCivic common shares. This figure reflects the net result of the 256,800-share grant and the 133,674 shares withheld by the issuer for tax obligations tied to restricted stock unit vesting.

Were Damon Hininger’s CoreCivic (CXW) Form 4 transactions open-market trades?

The Form 4 shows a stock grant and a tax-withholding disposition, not open-market trades. Shares were granted at $0.00 per share and then partially withheld by CoreCivic to cover taxes, as indicated by transaction codes A and F and the accompanying footnote.