8-K
CoreCivic, Inc. (CXW)
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): December 11, 2025
CoreCivic, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-16109 | 62-1763875 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>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:
| ☐ | 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)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br> <br>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 |
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On December 11, 2025, the Board of Directors (the “Board”) of CoreCivic, Inc., a Maryland corporation (the “Company”) appointed Mr. Daren Swenson, who currently serves as the Company’s Senior Vice President and Chief Corrections Officer, as Executive Vice President and Chief Corrections and Reentry Officer of the Company, effective January 1, 2026.
Mr. Swenson, age 56, has served as our Senior Vice President and Chief Corrections Officer since March 2025. From April 2024 until March 2025, he served as our Vice President, Core Services. From January 2021 until April 2024, he was our Vice President, Reentry Partnerships and Innovation. This followed his role as our Vice President, Community Corrections, a role he held from October 2016 until January 2021, and his role as a vice president leading both community and higher custody safety operations, which began in 2010. He began his career with CoreCivic in 1992 at our Prairie Correctional Facility in Appleton, Minnesota as a Correctional Sergeant. Before becoming an officer of the Company, Mr. Swenson progressed through multiple leadership positions including Warden and Managing Director, and Vice President. Mr. Swenson holds bachelor’s degrees in psychology and sociology from North Dakota State University and a master’s degree in management with a concentration in Organizational Leadership from Middle Tennessee State University.
Mr. Swenson’s annual base salary for the fiscal year beginning on January 1, 2026, will be $515,000 (“Base Salary”). Mr. Swenson’s short-term cash incentive compensation target is an annual amount equal to 132% of 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). Mr. Swenson will receive a long-term equity incentive grant of restricted stock units in the first quarter of 2026 in an amount determined by the Compensation Committee as part of the Company’s regular equity award grant-cycle. Fifty percent of these restricted stock units are expected to be time-based (vesting ratably over three years) and the remaining fifty percent are expected to be performance-based (vesting over a three-year period, subject to the achievement of the applicable performance criteria to be established by the Compensation Committee). The Company’s Amended and Restated Executive Severance and Change in Control Plan effective as of July 25, 2025, will continue to apply to Mr. Swenson in the same manner as it did prior to his promotion to Executive Vice President and Chief Corrections and Reentry Officer.
Mr. Swenson has no family relationships that would require disclosure under Item 401(d) of Regulation S-K in this Current Report on Form 8-K (the “Form 8-K”), and, except as otherwise described in this Form 8-K, he is not a party to any material plan, contract or arrangement with the Company. Mr. Swenson 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 Form 8-K.
| Item 7.01. | Regulation FD Disclosure. |
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On December 12, 2025, the Company issued a press release announcing the new officer appointment. A copy of the press release is attached hereto as Exhibit 99.1.
Cautionary Note Regarding Forward-Looking Statements
This Form 8-K includes forward-looking statements concerning executive leadership positions and management roles and responsibilities at the Company. These forward-looking statements may include words such 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. Such forward-looking statements may be affected by risks and uncertainties in the Company’s business and market conditions. 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 are described in the filings made from time to time by the Company with the Securities and Exchange Commission (“SEC”) and include the risk factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 21, 2025. Except as required by applicable law, the Company undertakes no obligation to update forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.
| Item 9.01. | Financial Statements and Exhibits. |
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(d) Exhibits.
| 99.1 | Press Release, dated December 12, 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: December 12, 2025 | CORECIVIC, INC. | |
|---|---|---|
| By: | /s/ David M. Garfinkle | |
| David M. Garfinkle | ||
| Executive Vice President and Chief Financial Officer |
EX-99.1
Exhibit 99.1
| News Release | |
|---|---|
| Contact: | Investors: Jeb Bachmann - Managing Director, Investor Relations - (615) 263-3024<br><br><br>Media: Steve Owen – Vice President, Communications - (615) 263-3107 |
| --- | --- |
CORECIVIC ANNOUNCES PROMOTION OFDAREN SWENSON TO EXECUTIVE
VICE PRESIDENTAND CHIEF CORRECTIONS AND REENTRY OFFICER
Brentwood,Tenn. – December 12, 2025 – CoreCivic, Inc. (NYSE: CXW) (“CoreCivic” or the “Company”) announced today that CoreCivic’s Board of Directors (the “Board”) has appointed Daren Swenson, who currently serves as CoreCivic’s Senior Vice President and Chief Corrections Officer, to Executive Vice President and Chief Corrections and Reentry Officer (CCRO), effective January 1, 2026, overseeing the operations for our corrections, detention, and reentry facilities.
Damon T. Hininger, CoreCivic’s Chief Executive Officer, commented, “Daren is an exceptional leader whose decades of service within the organization has allowed him to develop an in-depth knowledge of our business. I am confident that Daren’s demonstrated abilities will serve us well in the midst of a period of rapid growth.”
Patrick D. Swindle, CoreCivic’s President and Chief Operating Officer, added, “I look forward to Daren’s continued contributions to operational excellence, drawing on his extensive experience with the Company, as we tend to the growing needs of our government partners.”
Mr. Swenson said, “I am deeply honored by the trust CoreCivic’s Board and executive leadership have placed in me with this new role. Having spent my career with CoreCivic since 1992, I have witnessed firsthand the dedication and professionalism of our team as we work to serve our government partners and the public good. I am grateful for the opportunity to continue helping individuals on their path to reentry and addressing the complex needs of our government partners. As we move forward during this exciting period of growth, I look forward to working alongside my colleagues to deliver innovative solutions and uphold the high standards that define CoreCivic.”
Mr. Swenson began his career with CoreCivic in 1992 at our Prairie Correctional Facility in Appleton, Minnesota as a Correctional Sergeant. Before becoming Senior Vice President and Chief Corrections Officer of the Company, Mr. Swenson progressed through multiple leadership positions including Warden, Managing Director, and Vice President. Mr. Swenson holds bachelor’s degrees in psychology and sociology from North Dakota State University and a master’s degree in management with a concentration in Organizational Leadership from Middle Tennessee State University.
About CoreCivic
CoreCivic is a diversified, government-solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. We provide a broad range of solutions to government partners that serve the public good through high-quality corrections and detention management, a network of residential and non-residential alternatives to incarceration to help address America’s recidivism crisis, and government real estate solutions. We are the nation’s largest owner of partnership correctional, detention and residential reentry facilities, and one of the largest operators of such facilities in the United States. We have been a flexible and dependable partner for government for more than 40 years. Our employees are driven by a deep sense of service, high standards of professionalism and a responsibility to help government better the public good. Learn more at www.corecivic.com.
5501 Virginia Way, Brentwood, Tennessee 37027, Phone: 615-263-3000
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Cautionary Note Regarding Forward-Looking Statements
This press release includes forward-looking statements concerning executive leadership positions at CoreCivic and prospects of growth in CoreCivic’s business. 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. Such forward-looking statements may be affected by risks and uncertainties in CoreCivic’s business and market conditions. 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 are described in the filings made from time to time by CoreCivic with the Securities and Exchange Commission (“SEC”) and include the risk factors described in CoreCivic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 21, 2025. Except as required by applicable law, CoreCivic undertakes no obligation to update forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.