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    SEC Form 11-K filed by CoreCivic Inc.

    6/26/26 1:53:15 PM ET
    $CXW
    Real Estate Investment Trusts
    Real Estate
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    11-K
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    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549
     
     
    FORM
    11-K
     
     
     
    ☒
    ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended December 31, 2025
    OR
     
    ☐
    TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from
         
    to
         
    Commission file number
    001-16109
     
     
    CoreCivic 401(k) Plan
    (Full title of the Plan)
     
     
    CORECIVIC, INC.
    (Name of the issuer of the securities held pursuant to the Plan)
    5501 Virginia Way, Brentwood TN 37027
    (Address and zip code of principal executive offices of the issuer)
     
     
     


    CORECIVIC 401(k) PLAN

    FINANCIAL STATEMENTS

    AND SUPPLEMENTAL SCHEDULES

    DECEMBER 31, 2025


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    CONTENTS
     
        
    Page
     
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
         2  
    FINANCIAL STATEMENTS
      
    Statements of Net Assets Available for Benefits
         4  
    Statement of Changes in Net Assets Available for Benefits
         5  
    NOTES TO FINANCIAL STATEMENTS
         6  
    SUPPLEMENTAL SCHEDULES
      
    Schedule H, Line 4(a) - Schedule of Delinquent Participant Contributions
         17  
    Schedule H, Line 4(i) - Schedule of Assets (Held at Year End)
         18  

    Table of Contents
    Report of Independent Registered Public Accounting Firm
    The Administrative Committee, the Administrator and the Participants
    CoreCivic 401(k) Plan
    Nashville, Tennessee
    Opinion on the Financial Statements
    We have audited the accompanying statements of net assets available for benefits of the CoreCivic 401(k) Plan (the Plan) as of December 31, 2025 and 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2025 and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
    Basis for Opinion
    These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
    We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
    Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
     
    2

    Table of Contents
    Opinion on the Supplemental Information
    The supplemental information included in Schedule H, Line 4(a) – Schedule of Delinquent Participant Contributions for the year ended December 31, 2025 and Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) as of December 31, 2025 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented in conformity with Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedules is fairly stated, in all material respects, in relation to the financial statements as a whole.
    /s/ BAKER TILLY US, LLP
    Peachtree Corners, Georgia
    June 26, 2026
    We have served as the Plan’s auditor since 2013.
     
    3

    Table of Contents
    CORECIVIC 401(k) PLAN
    STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
    DECEMBER 31, 2025 AND 2024
     
        
    2025
        
    2024
     
    ASSETS:
         
    INVESTMENTS, at fair value
       $ 489,270,774      $ 436,396,339  
      
     
     
        
     
     
     
    RECEIVABLES:
         
    Employer contributions
         669,441        887,454  
    Notes receivable from participants
         17,794,804        16,298,139  
      
     
     
        
     
     
     
    Total receivables
         18,464,245        17,185,593  
      
     
     
        
     
     
     
    NET ASSETS AVAILABLE FOR BENEFITS
       $ 507,735,019      $ 453,581,932  
      
     
     
        
     
     
     
    See accompanying notes to the financial statements.
     
    4

    Table of Contents
    CORECIVIC 401(k) PLAN
    STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
    FOR THE YEAR ENDED DECEMBER 31, 2025
     
    ADDITIONS:
      
    INVESTMENT INCOME:
      
    Dividends
       $ 13,992,696  
    Net appreciation in fair value of investments
         45,857,678  
      
     
     
     
    Total investment income
         59,850,374  
    INTEREST INCOME ON NOTES RECEIVABLE FROM PARTICIPANTS
         1,428,357  
    CONTRIBUTIONS:
      
    Employer
         21,982,557  
    Participant
         22,148,144  
    Rollover
         3,234,584  
      
     
     
     
    Total contributions
         47,365,285  
      
     
     
     
    Total additions
         108,644,016  
    DEDUCTIONS:
      
    Benefits paid to participants
         53,590,409  
    Administrative expenses
         900,520  
      
     
     
     
    Total deductions
         54,490,929  
      
     
     
     
    Net increase in assets available for benefits
         54,153,087  
    NET ASSETS AVAILABLE FOR BENEFITS:
      
    Beginning of year
         453,581,932  
      
     
     
     
    End of year
       $ 507,735,019  
      
     
     
     
    See accompanying notes to the financial statements.
     
    5

    Table of Contents
    CORECIVIC 401(k) PLAN
    NOTES TO FINANCIAL STATEMENTS
    DECEMBER 31, 2025 AND 2024
    NOTE A - DESCRIPTION OF THE PLAN
    The following description of the CoreCivic 401(k) Plan (the “Plan” or “CoreCivic 401(k)”) is provided for general purposes only. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
    Plan Sponsor
    The Plan is a defined contribution plan that is sponsored by CoreCivic of Tennessee, LLC (“CoreCivic”) (“Employer”). The Plan is designed to comply with the rules and regulations of the Internal Revenue Code of 1986, as amended (the “Code”), and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
    Participating Employers
    The Plan qualifies as a “multiple employer” plan as described in Section 413(c) of the Code. The Plan allows other affiliated employers to participate in the Plan (“Participating Employers”), as it deems appropriate. All Participating Employers must adopt the Plan as written, including but not limited to, using the same Trustee, incurring the same expense rate, and contributing at the same rates and same times. Participating Employers are: TransCor America, LLC; Correctional Medicine Associates, PC; Correctional Medicine Associates of Texas, PA; Correctional Medicine Associates of Colorado, PC; Correctional Medicine Associates of California, PC; CCA Health Services, LLC; Correctional Dental Associates, PC; Correctional Dental Associates of Colorado, PC; and, Stephen Merrill, DMD, PC.
    Eligibility
    For the 2024 plan year, substantially all employees of CoreCivic and Participating Employers who were at least 18 years of age and had completed six months of service and 500 hours of service, as defined by the Plan, were eligible for participation in the Plan on the quarterly entry date (January 1, April 1, July 1, or October 1) following the date they meet these eligibility requirements. Beginning with the 2025 plan year, eligibility for participation was amended to exclude the 500 hours of service requirement.
    Effective April 1, 2026, the Plan amended the entry dates for eligible employees, changing quarterly entry dates for elective deferrals and matching contributions to participation in the Plan on the first day of the month following the date they meet the eligibility requirements.
    Contributions
    The Plan allows eligible employees to contribute up to 90% of their
    pre-tax
    compensation, as defined by the Plan. The Plan also allows eligible participants to make Catch Up Contributions. Participants may also contribute amounts representing rollover distributions from other qualified defined benefit or defined contribution plans. Effective January 1, 2025, the Plan allows a Roth feature for voluntary employee contributions. Employees can elect to make voluntary contributions as all Roth, all
    pre-tax,
    or a combination of both, up to the applicable Internal Revenue Service (“IRS”) annual limits.
     
    6

    Table of Contents
    CORECIVIC 401(k) PLAN
    NOTES TO FINANCIAL STATEMENTS
    DECEMBER 31, 2025 AND 2024
     
    CoreCivic provided a Safe Harbor matching contribution equal to 100% of each employee’s eligible
    bi-weekly
    compensation, up to 5% of the employee’s eligible
    bi-weekly
    compensation. The Plan indicates CoreCivic may provide discretionary employer contributions in addition to the Safe Harbor matching contributions. CoreCivic did not provide such discretionary contributions during 2025. CoreCivic did provide a
    non-elective
    fringe contribution to certain employees at “Service Contract Act” (“SCA”) locations in 2025. Those
    non-elective
    contributions are 100% vested immediately.
    Company and participant contributions may not exceed the maximum amount deductible for federal income tax purposes.
    Participant Accounts
    Each participant’s account is credited with the participant’s contributions and allocations of (a) the Company’s contributions and (b) Plan earnings (losses), and charged with an allocation of administrative expenses. Allocations are based on participant earnings, deferrals, account balances, or specific participant transactions as defined in the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
    Participants direct how their contributions and employer contributions made on their behalf are invested. At December 31, 2025, the Plan had balances in 21 investment funds, consisting of 16 mutual funds, two pooled separate accounts, a common collective trust fund, a U.S. Treasury Cash Reserve Fund, and CoreCivic, Inc. common stock.
    Vesting
    Participants are fully vested in their employee contributions, safe harbor matching contributions,
    non-elective
    employer contributions, and/or rollover contributions and the earnings (losses) thereon. Vesting in discretionary employer contributions is based on years of service. All active participants become vested in such discretionary employer contributions made and investment earnings (losses) thereon according to the following schedule of service:
     
    Less than two years
         0 % 
    Two years
         20 % 
    Three years
         40 % 
    Four years
         80 % 
    Five years or more
         100 % 
    In the event of death, disability, or upon attainment of the Plan’s retirement age, as defined in the Plan agreement, participants become fully vested in their employer contributions.
     
    7

    Table of Contents
    CORECIVIC 401(k) PLAN
    NOTES TO FINANCIAL STATEMENTS
    DECEMBER 31, 2025 AND 2024
     
    Payment of Benefits
    Upon death, disability, retirement, or termination of employment, participants or their beneficiaries may elect to receive a
    lump-sum
    distribution, payable in the form of cash of the vested portion of their account balance.
    Participants who were participants in a plan assumed by CoreCivic in connection with the acquisition of U.S. Corrections Corporation in 1998 are offered the option of a hardship distribution. Cases of financial hardship are reviewed and approved by the Plan Administrator. A hardship distribution cannot be taken until the participant has exhausted other means of financing through the Plan or other plans maintained by CoreCivic. A hardship can only be taken from the amounts accumulated in the participant’s account through employee deferral contributions.
    Effective October 1, 2022, CoreCivic amended the Plan to allow
    in-service
    withdrawals from the
    pre-tax
    salary deferral money type for employees ages 62 and older. At the same time, the Plan was also amended to allow
    in-service
    withdrawals from the Rollover Contribution money type, with no age requirements for this type of
    in-service
    withdrawal.
    Forfeitures
    Amounts not vested upon termination of employment are forfeited by participants and may be used to fund CoreCivic’s matching or discretionary contributions or pay Plan expenses. At December 31, 2025, and 2024, unallocated
    non-vested
    accounts totaled $28,899 and $15,312, respectively. During the year ended December 31, 2025, no forfeitures were used.
    Notes Receivable from Participants
    A participant may borrow the lesser of $50,000 or 50% of his or her vested account balance with a minimum loan amount of $1,000. A participant may have only one loan outstanding at any time. Loans are repayable through payroll deductions over periods ranging up to 60 months. The loans are secured by the balance in the participant’s account. The interest rate for the loan is 1% over the Prime Rate published in the Wall Street Journal on the first business day of the month the loan is originated. The interest rates on outstanding loans as of December 31, 2025, ranged between 4.25% and 9.50%.
    Plan Termination
    Although it has not expressed any intention to do so, CoreCivic may terminate the Plan or trust agreement at any time. In the event of Plan termination, participants’ interests in employer contributions will become fully vested, and the accounts will be paid in
    lump-sum
    distributions as soon as practicable after the termination.
    Voting Rights
    Each participant is entitled to exercise voting rights attributable to the shares of CoreCivic, Inc. common stock allocated to his or her account and is notified by the Trustee prior to the time such rights are to be exercised.
     
    8

    Table of Contents
    CORECIVIC 401(k) PLAN
    NOTES TO FINANCIAL STATEMENTS
    DECEMBER 31, 2025 AND 2024
     
    NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    Basis of Accounting
    The financial statements of the Plan are presented on the accrual basis of accounting.
    Use of Estimates
    The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires Plan management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and changes therein, and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from these estimates.
    Investment Valuation and Income Recognition
    Investments are carried at fair value as determined on the last day of the Plan year. Fair value of financial instruments is what would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note C for discussion of fair value measurements.
    Purchases and sales of securities are recorded on a trade date basis. Dividends are recorded on the
    ex-dividend
    date. Interest income is recorded on the accrual basis. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
    Contributions
    Contributions from Plan participants and the matching contributions from each Participating Employer are recorded in the year in which the employee contributions are withheld from compensation.
    Notes Receivable from Participants
    Notes receivable from participants are measured at their principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document.
    Payment of Benefits
    Benefits are recorded when paid.
    Administrative Expenses
    Processing fees of the Plan are charged against the participant’s account balance that was responsible for the expense. Effective 2022, administrative expenses are paid by the Plan or may be paid by the Employer at the Employer’s discretion. Administrative expenses paid by the Plan may be allocated to participants on a Pro Rata or Per Capita basis, at the Employer’s discretion. Administrative expenses paid by the Employer are excluded from these financial statements. Investment-related expenses are included in the net appreciation in fair value of investments.
     
    9

    Table of Contents
    CORECIVIC 401(k) PLAN
    NOTES TO FINANCIAL STATEMENTS
    DECEMBER 31, 2025 AND 2024
     
    The agreement between the Trustee and the Plan included a revenue-sharing arrangement, whereby the Trustee shares revenue generated by the Plan in excess of the Trustee’s fee. These deposits are included as part of the net appreciation in fair value of investments on the Statement of Changes in Net Assets Available for Benefits. These funds are used to pay other Plan expenses, with the option of any remaining amounts being reallocated to participants.
    At December 31, 2025 and 2024, $204,810 and $222,609 respectively, were available to be reallocated or pay Plan expenses. During the year ended December 31, 2025, $124,943 were used to pay Plan expenses. No amounts were reallocated to participants in 2025.
    Risks, Uncertainties and Concentrations
    Investments, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risk. Due to the level of risk associated with investment securities, it is reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
    At December 31, 2025 and 2024, the Plan held investments in Vanguard Institutional Index Fund and Fidelity Advisor Equity Growth Z, representing approximately 18% and 16%, respectively, of Plan investments in 2025 and 18% and 17%, respectively, in 2024.
    NOTE C - FAIR VALUE MEASUREMENTS
    The Plan values assets in accordance with the fair value standard. The standard clarifies the definition of fair value, establishes a framework for measuring fair value, and expands the disclosures for fair value measurement. The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
    Level
     1
    – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
    Level
     2
    – Inputs to the valuation methodology include:
     
      •  
    Quoted prices for similar assets or liabilities in active markets;
     
      •  
    Quoted prices for identical or similar assets or liabilities in inactive markets;
     
      •  
    Inputs other than quoted prices that are observable for the asset or liability;
     
      •  
    Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
     
    10

    Table of Contents
    CORECIVIC 401(k) PLAN
    NOTES TO FINANCIAL STATEMENTS
    DECEMBER 31, 2025 AND 2024
     
    If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
    Level
     3
    – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
    The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
    The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2025 and 2024.
    Common stock
    :
    Valued at the closing price reported on the active market on which the individual security is traded.
    Mutual funds
    :
    Valued at the net asset value of shares held by the Plan at year end in an active market. These funds are required to publish their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
    Common collective trust fund
    :
    Valued at the net asset value of units of the collective trust. The net asset value is used as a practical expedient to estimate fair value. This practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported net asset value. Participant transactions (purchases and sales) may occur daily. If the Plan initiates a full redemption of the collective trust, the issuer reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner.
    Pooled separate accounts
    :
    Valued at the net asset value of the funds as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying securities held by the separate account, less liabilities, divided by the number of units outstanding. This practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported net asset value. The Capital Group EuroPacific Growth Pooled Separate Account invests exclusively in the Capital Group EuroPacific Growth Trust, a common collective trust. The fund seeks long-term capital appreciation by investing primarily in equity securities of companies located in developed and emerging markets outside the United States, with a
     
    11

    Table of Contents
    CORECIVIC 401(k) PLAN
    NOTES TO FINANCIAL STATEMENTS
    DECEMBER 31, 2025 AND 2024
     
    diversified approach across countries, sectors, and industries. The Putnam U.S. Large Cap Value Fund (IS Platform) is a pooled separate account advised by Putnam Investments. The fund’s objective is long-term capital appreciation through investment in a diversified portfolio of primarily large-capitalization U.S. equity securities selected using a value-oriented investment approach.
    The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan’s management believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
    The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2025:
     
        
    Level 1
        
    Level 2
        
    Level 3
        
    Total
     
    Mutual funds
       $ 425,244,904      $ —       $  —       $ 425,244,904  
    Common stock
         19,837,600        —         —         19,837,600  
      
     
     
        
     
     
        
     
     
        
     
     
     
    Total assets in the fair value hierarchy
       $ 445,082,504        —         —       $ 445,082,504  
    Investments measured at Net Asset Value (NAV)*
                  44,188,270  
      
     
     
        
     
     
        
     
     
        
     
     
     
    Investments at fair value
       $ 445,082,504      $  —       $ —       $ 489,270,774  
      
     
     
        
     
     
        
     
     
        
     
     
     
     
    12

    Table of Contents
    CORECIVIC 401(k) PLAN
    NOTES TO FINANCIAL STATEMENTS
    DECEMBER 31, 2025 AND 2024
     
    The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2024:
     
        
    Level 1
        
    Level 2
        
    Level 3
        
    Total
     
    Mutual funds
       $ 395,783,492      $ —       $  —       $ 395,783,492  
    Common stock
         25,464,294        —         —         25,464,294  
      
     
     
        
     
     
        
     
     
        
     
     
     
    Total assets in the fair value hierarchy
       $ 421,247,786        —         —       $ 421,247,786  
    Investments measured at Net Asset Value (NAV)*
                  15,148,553  
      
     
     
        
     
     
        
     
     
        
     
     
     
    Investments at fair value
       $ 421,247,786      $  —       $ —      $ 436,396,339  
      
     
     
        
     
     
        
     
     
        
     
     
     
     
    *
    Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in these tables are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statements of Net Assets Available for Benefits.
    The following table summarizes investments measured at fair value based on net asset value (“NAV”) per share as of December 31, 2025 and 2024, respectively.
     
    Description
      
    Fair Value
    12/31/2025
      
    Fair Value
    12/31/2024
      
    Unfunded
    Commitments
      
    Redemption
    Frequency
    (if currently
    eligible)
      
    Redemption
    Notice Period
    Common Collective Trust Fund    $14,402,226    $15,148,553    n/a    Daily    30 days
    Pooled Separate Accounts    29,786,044    —    n/a    Daily    30 days
      
     
      
     
            
    Total    $44,188,270    $15,148,553         
      
     
      
     
            
     
    13

    Table of Contents
    CORECIVIC 401(k) PLAN
    NOTES TO FINANCIAL STATEMENTS
    DECEMBER 31, 2025 AND 2024
     
    NOTE D - FEDERAL INCOME TAX STATUS
    The Company has adopted a
    non-standardized
    pre-approved
    profit-sharing plan document sponsored by Great West Trust Company that has received an opinion letter from the IRS dated June 30, 2020, stating that the form of the
    pre-approved
    plan document was in compliance with the applicable requirements of the Code. Although the Plan has been amended since adopting the
    pre-approved
    plan document, the Plan administrator believes that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified, and the related trust is
    tax-exempt.
    U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
    NOTE E - RELATED PARTY AND
    PARTY-IN-INTEREST
    TRANSACTIONS
    Empower Trust Company is the trustee and custodian of the Plan for all Plan assets including those invested in the CoreCivic, Inc. common stock. Therefore, transactions with these parties qualify as
    party-in-interest
    transactions. The Plan also held notes receivable from participants which also qualify as
    party-in-interest
    transactions.
    All transactions in the CoreCivic, Inc. common stock qualify as
    party-in-interest
    transactions because the Company is the plan sponsor. For the years 2025 and 2024, no dividends were paid. The Plan held 1,038,074.298694 and 1,171,310.698673 shares valued at $19,837,600 and $25,464,294 as of December 31, 2025 and 2024, respectively. For the year ended December 31, 2025, the Plan purchased 65,794.562369 shares and sold 199,030.962348 shares.
    NOTE F - LIMITATION ON CORECIVIC STOCK ELECTIONS AND TRANSFERS INTO CORECIVIC STOCK
    The Plan Administrative Committee, with the approval of the CoreCivic Board of Directors, limits
    the percentage of new contributions that plan participants are permitted to invest in CoreCivic, Inc. common stock to ten percent (10%). Transfers into CoreCivic, Inc. common stock from the Plan’s other funds are also subject to the same limitation. Therefore, requests to transfer funds into CoreCivic, Inc. common stock are not permitted if, at the time of the transfer, the transfer would cause the participant’s CoreCivic, Inc. common stock balance to exceed 10% of the participant’s total plan balance.
     
    14

    Table of Contents
    CORECIVIC 401(k) PLAN
    NOTES TO FINANCIAL STATEMENTS
    DECEMBER 31, 2025 AND 2024
     
    NOTE G - DELINQUENT EMPLOYEE DEFERRAL TRANSMITTALS
    During the year ended December 31, 2025 and 2024, the Company erroneously failed to remit certain employee deferrals and loan repayments totaling $3,803 and $1,783, respectively, to the Plan in the time period described in 29 CFR
    2510.3-102.
    All contributions and loan repayments have since been remitted to the Plan. For the amounts related to 2025, the Company will make a corrective contribution for lost earnings and complete the other corrections needed for the late contributions during 2026. The Company made a corrective contribution for lost earnings for the amounts related to 2024 in 2025.
    NOTE H - SECURE Act 2.0
    On December 23, 2022, Congress passed the Consolidated Appropriations Act of 2023 which included SECURE Act 2.0. SECURE Act 2.0 contains over 90 new retirement provisions, with varying effective dates through 2027. Since SECURE Act 2.0 provisions include both required and optional elements, the plan administrator will determine the optional provisions to elect and amend the Plan document accordingly. Most of the significant provisions became effective in 2024 and thereafter. Accordingly, there is no material impact to the Plan’s 2025 financial statements.
    NOTE I - SUBSEQUENT EVENTS
    The Plan has evaluated, for consideration of recognition or disclosure, subsequent events that have occurred through the date of issuance, and has determined that no significant events occurred after December 31, 2025, but prior to the issuance of these financial statements, that would have a material impact on its financial statements.
     
    15

    Table of Contents
    SUPPLEMENTAL SCHEDULES
     
    16

    Table of Contents
    CORECIVIC 401(k) PLAN
    SCHEDULE H, LINE 4(a) - SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS
    EIN 62-1806755, Plan 001
    FOR THE YEAR ENDED DECEMBER 31, 2025
     
    Participant Contributions Transferred Late to Plan
      
    Total That Constitute Nonexempt Prohibited
    Transactions
        
    Total Fully
    Corrected
    Under
    Voluntary
    Fiduciary
    Correction
    Program
    and
    Prohibited
    Transaction
    Exemption
    2002-51
     
      
    Contributions
    Not
    Corrected
        
    Contributions
    Corrected
    Outside
    Voluntary
    Fiduciary
    Correction
    Program
        
    Contributions
    Pending
    Correction in
    Voluntary
    Fiduciary
    Correction
    Program
     
    Check Here If Late Participant Loan Repayments Are Included: x
               
    During the year ended December 31, 2024
         —       $ 1,783        —         —   
    During the year ended December 31, 2025
       $ 3,803        —         —         —   
     
    17

    Table of Contents
    CORECIVIC 401(k) PLAN
    SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
    EIN 62-1806755, Plan 001
    DECEMBER 31, 2025
     
    (a)
      
    (b)
    Identity of Issuer, Borrower,
    Lessor, or Similar Party
      
    (c)
    Description of Investment, Including
    Maturity Date, Rate of Interest,
    Collateral, Par, or Maturity Value
      
    (d)

    Cost
        
    (e)

    Current

    Value
     
      
    Federated Hermes
      
    US Treasury Cash Reserves IS
         * *    
    $
    233,890
     
      
    DFA
      
    US Targeted Value I
         * *    
     
    1,135,550
     
      
    Lord Abbett
      
    Short Duration Income R6
         * *    
     
    8,282,349
     
      
    The American Funds Group
      
    American Balanced R6
         * *    
     
    36,068,787
     
      
    Capital Group
      
    EuroPacific Growth SA
         * *    
     
    23,231,340
     
      
    Fidelity
      
    Advisor Equity Growth Z
         * *    
     
    77,159,595
     
      
    Vanguard Investment
      
    Institutional Index Fund
         * *    
     
    88,071,994
     
      
    Vanguard Investment
      
    Mid Cap Index Adm
         * *    
     
    9,857,670
     
      
    Vanguard Investment
      
    Small Cap Index Instl
         * *    
     
    15,825,691
     
      
    Vanguard Investment
      
    Explorer Adm
         * *    
     
    5,744,216
     
      
    JP Morgan
      
    Mid Cap Growth R6
         * *    
     
    27,303,825
     
      
    MFS
      
    Mid Cap Value R6
         * *    
     
    979,715
     
      
    BlackRock
      
    Lifepath Index Retirement K
         * *    
     
    17,799,210
     
      
    BlackRock
      
    Lifepath Index 2030 K
         * *    
     
    46,029,574
     
      
    BlackRock
      
    Lifepath Index 2040 K
         * *    
     
    38,240,445
     
      
    BlackRock
      
    Lifepath Index 2050 K
         * *    
     
    31,042,861
     
      
    BlackRock
      
    Lifepath Index 2060 K
         * *    
     
    14,692,110
     
      
    Putnam
      
    US Large Cap Value (IS Platform)
         * *    
     
    6,554,704
     
      
    Federated Hermes
      
    Total Return Bond Fund R6
         * *    
     
    6,777,422
     
      
    Morley Financial
      
    Stable Value
    Class 25-I
         * *    
     
    14,402,226
     
    *   
    CoreCivic, Inc.
      
    CoreCivic, Inc. Common Stock
         * *    
     
    19,837,600
     
    *    Various plan participants    Notes receivable from participants (interest rate ranged between 4.25% and 9.50% with varying maturity dates through 2030)   
     
    -0-
     
      
     
    17,794,804
     
               
     
     
     
          Total      
    $
    507,065,578
     
               
     
     
     
     
    *
    Indicates
    party-in-interest.
    **
    Cost information is not required for participant-directed investments.
     
    18


    INDEX OF EXHIBITS

     

    Exhibit

    Number

      

    Description of Exhibits

    23.1    Consent of BAKER TILLY US, LLP, Independent Registered Public Accounting Firm


    SIGNATURES

    The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

     

        CoreCivic 401(k) Plan
    Date: June 26, 2026     By:  

    /s/ Brian Hammonds

        Name:   Brian Hammonds
        Title:   Vice President, Finance, CoreCivic of Tennessee, LLC, the Plan Administrator, and of CoreCivic, Inc., the sole member of CoreCivic of Tennessee, LLC
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    Insider Trading

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    Chief Administrative Officer Carter, Cole G. sold $262,500 worth of shares (12,500 units at $21.00) as part of a pre-agreed trading plan, decreasing direct ownership by 5% to 215,883 units (SEC Form 4)

    4 - CoreCivic, Inc. (0001070985) (Issuer)

    6/1/26 4:46:10 PM ET
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    Director Emkes Mark A was granted 2,824 shares, increasing direct ownership by 2% to 171,274 units (SEC Form 4)

    4 - CoreCivic, Inc. (0001070985) (Issuer)

    5/14/26 6:52:22 PM ET
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    Chief Administrative Officer Carter, Cole G. sold $258,000 worth of shares (12,500 units at $20.64) as part of a pre-agreed trading plan, decreasing direct ownership by 5% to 228,383 units (SEC Form 4)

    4 - CoreCivic, Inc. (0001070985) (Issuer)

    5/1/26 6:06:31 PM ET
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    SEC Form 11-K filed by CoreCivic Inc.

    11-K - CoreCivic, Inc. (0001070985) (Filer)

    6/26/26 1:53:15 PM ET
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    SEC Form 8-K filed by CoreCivic Inc.

    8-K - CoreCivic, Inc. (0001070985) (Filer)

    5/18/26 6:01:34 AM ET
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    SEC Form 10-Q filed by CoreCivic Inc.

    10-Q - CoreCivic, Inc. (0001070985) (Filer)

    5/7/26 12:35:04 PM ET
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    CoreCivic Announces Patrick D. Swindle to Succeed Damon T. Hininger as Chief Executive Officer

    BRENTWOOD, Tenn., Aug. 18, 2025 (GLOBE NEWSWIRE) -- CoreCivic, Inc. (NYSE:CXW) ("CoreCivic" or "Company") announced today that CoreCivic's Board of Directors (the "Board") has appointed Patrick D. Swindle to President and Chief Executive Officer, effective January 1, 2026. This follows Mr. Swindle's appointment as President and Chief Operating Officer on January 1, 2025. Mr. Swindle will succeed Damon T. Hininger, who has served as Chief Executive Officer since August 17, 2009. In addition, effective January 1, 2026, Mr. Hininger will resign from CoreCivic's Board, and Mr. Swindle will be appointed to fill the vacancy. "We are excited to welcome Patrick as our new Chief Executive Office

    8/18/25 4:15:00 PM ET
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    CoreCivic Appoints Dawn Smith, Stacey Tank, and Nina Tran to Its Board of Directors

    BRENTWOOD, Tenn., March 07, 2025 (GLOBE NEWSWIRE) -- CoreCivic, Inc. (NYSE:CXW) (CoreCivic or the Company) announced today that, effective March 17, 2025, Dawn Smith, Stacey Tank, and Nina Tran will be appointed as independent members of the Company's Board of Directors (the Board), expanding the Board from eleven to fourteen directors, thirteen of whom have been determined by the Board to be independent. CoreCivic's new board members are expected to join various board committees in the future. Additionally, on March 7, 2025, Robert Dennis notified the Company of his intent not to stand for re-election as a member of the Board at the Company's 2025 Annual Meeting of Stockholders (the Annu

    3/7/25 4:15:00 PM ET
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    CoreCivic Appoints Catherine Hernandez-Blades and Alexander R. Fischer to its Board of Directors; CoreCivic Also Announces Planned Retirement of Long-Term Board Member Donna Alvarado

    BRENTWOOD, Tenn., March 07, 2024 (GLOBE NEWSWIRE) -- CoreCivic, Inc. (NYSE:CXW) (the Company) announced today that, effective March 15, 2024, Catherine Hernandez-Blades and Alexander R. Fischer will be appointed as independent members of the Company's Board of Directors, expanding the board from ten to twelve directors, ten of whom have been determined by the board to be independent. The company also announced today that Donna M. Alvarado, who has served on CoreCivic's Board of Directors since 2003, will retire from the Board in accordance with the Company's retirement policy after the company's 2024 Annual Meeting of Shareholders, bringing the number of board members at that point to elev

    3/7/24 4:15:00 PM ET
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    CoreCivic Reports First Quarter 2026 Financial Results

    Strong Financial Performance Driven by Facility Activations Announces Acquisition of Clinical Solutions Pharmacy Increases 2026 Full Year Guidance BRENTWOOD, Tenn., May 06, 2026 (GLOBE NEWSWIRE) -- CoreCivic, Inc. (NYSE:CXW) (CoreCivic or the Company) announced today its first quarter 2026 financial results. Financial Highlights – First Quarter 2026  For the Three Months Ended March 31, 2026% Increase from Prior Year Quarter• Total revenue$614.7 million25.8%• Net Income$37.9 million51.0%• Diluted EPS$0.3865.2%• Adjusted Diluted EPS$0.4073.9%• Normalized FFO per diluted share$0.6544.4%• Adjusted EBITDA$110.1 million36.0%• Repurchased 2.3 million shares of our common stock at an aggregate

    5/6/26 4:15:00 PM ET
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    CoreCivic Announces 2026 First Quarter Earnings Release and Conference Call Dates

    BRENTWOOD, Tenn., April 01, 2026 (GLOBE NEWSWIRE) -- CoreCivic, Inc. (NYSE:CXW) ("CoreCivic") announced today that it will release its 2026 first quarter financial results after the market closes on Wednesday, May 6, 2026. A live broadcast of CoreCivic's conference call will begin at 10:00 a.m. central time (11:00 a.m. eastern time) on Thursday, May 7, 2026. To participate via telephone and join the call live, please register in advance. Upon registration at https://register-conf.media-server.com/register/BI100ac825f20b4333aeddd3f8e1c0fdff, telephone participants will receive a confirmation email detailing how to join the conference call, including the dial-in number and a unique passcode

    4/1/26 8:00:00 AM ET
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    CoreCivic Reports Fourth Quarter and Full Year 2025 Financial Results

    Facility Activations and Higher Occupancy Drive Strong Financial Performance Establishes 2026 Full Year Guidance BRENTWOOD, Tenn., Feb. 11, 2026 (GLOBE NEWSWIRE) -- CoreCivic, Inc. (NYSE:CXW) (CoreCivic or the Company) announced today its fourth quarter and full year 2025 financial results. Financial Highlights        Q4 2025 YoY Change Full Year 2025 YoY ChangeTotal Revenue$604.0 million Up 26% $2.2 billion Up 13%Net Income$26.5 million Up 38% $116.5 million Up 69%Diluted EPS$0.26 Up 53% $1.08 Up 74%Adjusted Diluted EPS$0.27 Up 69% $1.10 Up 36%Normalized FFO per Diluted Share$0.52 Up 33% $2.05 Up 21%Adjusted EBITDA$92.5 million Up 25% $365.6 million Up 11%         Patrick Swindle, Co

    2/11/26 4:15:00 PM ET
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    Large Ownership Changes

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    SEC Form SC 13G filed by CoreCivic Inc.

    SC 13G - CoreCivic, Inc. (0001070985) (Subject)

    11/20/24 1:32:27 PM ET
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    SEC Form SC 13G/A filed by CoreCivic Inc. (Amendment)

    SC 13G/A - CoreCivic, Inc. (0001070985) (Subject)

    2/9/24 8:50:19 AM ET
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    SEC Form SC 13G/A filed by CoreCivic Inc. (Amendment)

    SC 13G/A - CoreCivic, Inc. (0001070985) (Subject)

    1/30/24 12:42:14 PM ET
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