TN false 0001070985 0001070985 2024-02-08 2024-02-08

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): February 8, 2024

CoreCivic, Inc.

(Exact name of registrant as specified in its charter)

Maryland |  | 001-16109 |  | 62-1763875
(State or Other Jurisdiction of Incorporation) |  | (Commission File Number) |  | (I.R.S. Employer 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)

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 (see General Instruction A.2. below):

☐ | 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol |  | Name of each exchange 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 2.02. | Results of Operations and Financial Condition.

On February 8, 2024, CoreCivic, Inc. (the “Company”) held an earnings conference call (the “Earnings Call”) to discuss its financial results for its 2023 fourth quarter and full-year 2023 financial results. A copy of the transcript of the conference call is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In conjunction with the Earnings Call, the Company also made available certain supplemental financial information for its 2023 fourth quarter and full-year 2023 financial results. The 4th Quarter 2023 Supplemental Disclosure Information, which is available under the “Investors” section of the Company’s website, located at www.corecivic.com, is included as Exhibit 99.2 and is incorporated herein by reference.

The information pursuant to this Item 2.02 of Form 8-K, including the information in Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and Section 11 of the Securities Act of 1933, as amended, or otherwise subject to the liabilities of those sections. This Current Report on Form 8-K will not be deemed an admission by the Company as to the materiality of any information in this report that is required to be disclosed solely by Item 2.02. The Company does not undertake a duty to update the information in this Current Report on Form 8-K and cautions that the information included in this Current Report on Form 8-K is current only as of the date made and may change thereafter. Information on the Company’s website is not, and will not be deemed to be, a part of this Current Report on Form 8-K or incorporated into any other filings the Company may make with the Securities and Exchange Commission.

Item 9.01. | Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. |  | Description
99.1 |  | Transcript of Conference Call on February 8, 2019.
99.2 |  | 4th Quarter 2023 Supplemental Disclosure Information
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: February 9, 2024 |  | CORECIVIC, INC.
|  |  |  | By: |  | /s/ David Garfinkle
|  |  |  |  |  | David Garfinkle
|  |  |  |  |  | Executive Vice President and Chief Financial Officer