SEC Form 11-K filed by CoreCivic Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

For the fiscal year ended December 31, 2024

OR

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, 2024

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 statement of net assets available for benefits of the CoreCivic 401(k) Plan (the Plan) as of December 31, 2024, the related statement of changes in net assets available for benefits for the year then ended 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, 2024, and the changes in net assets available for benefits for the year then ended, 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 audit. 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 audit 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. Our audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

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Supplemental Information

The supplemental information in the accompanying Schedule H, Line 4a – schedule of delinquent participant contributions for the year ended December 31, 2024, and Schedule H, line 4i – schedule of assets (held at end of year) as of December 31, 2024, have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. 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, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the 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 is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ BAKER TILLY US, LLP

We have served as the Plan’s auditor since 2013.

Peachtree Corners, Georgia

June 24, 2025

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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 statement of net assets available for benefits of the CoreCivic 401(k) Plan (the Plan) as of December 31, 2023, 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, 2023, 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 audit. 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 audit 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 audit 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 audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Hancock Askew & Co., LLP

We have served as the Plan’s auditor since 2013.

Peachtree Corners, Georgia

June 12, 2024

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CORECIVIC 401(K) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2024 AND 2023

See accompanying notes to the financial statements.

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CORECIVIC 401(K) PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2024

See accompanying notes to the financial statements.

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CORECIVIC 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

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 Florida, PA; Correctional Dental Associates of Colorado, PC; and, Stephen Merrill, DMD, PC.

Eligibility

Substantially all employees of CoreCivic and Participating Employers who are at least 18 years of age and have completed six months of service and 500 hours of service, as defined by the Plan, are 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.

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 (as defined by the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”)). Participants may also contribute amounts representing rollover distributions from other qualified defined benefit or defined contribution plans. Effective January 1, 2025, the Plan has included 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.

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CORECIVIC 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

During 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 2024. CoreCivic did provide a non-elective fringe contribution to certain employees at “Service Contract Act” (“SCA”) locations in 2024. 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, as defined. 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, 2024, the Plan had balances in 21 investment funds, consisting of 18 mutual funds, 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:

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.

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.

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CORECIVIC 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

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, 2024, and 2023, unallocated non-vested accounts totaled $15,312 and $184,727, respectively. During the year ended December 31, 2024, total forfeitures of $188,594 were used to reduce employer contributions.

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, 2024, 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.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The financial statements of the Plan are presented on the accrual basis of accounting.

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CORECIVIC 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

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. No allowance for credit losses has been recorded as of December 31, 2024 or 2023. 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.

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CORECIVIC 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

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, 2024 and 2023, $222,609 and $194,250 respectively, was available to be reallocated or pay Plan expenses. During the year ended December 31, 2024, $16,428 were used to pay Plan expenses. No amounts were reallocated to participants in 2024.

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, 2024 approximately 18% and 17% of the Plan’s investments were invested in Vanguard Institutional Index Fund and Fidelity Advisor Equity Growth Z.

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:

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CORECIVIC 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

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, 2024 and 2023.

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.

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CORECIVIC 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2024:

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2023:

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CORECIVIC 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

The following table summarizes investments measured at fair value based on net asset value (“NAV”) per share as of December 31, 2024 and 2023, respectively.

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 2024 and 2023, no dividends were paid. The Plan held 1,171,310.698673 and 1,301,574.281672 shares valued at $25,464,294 and $18,911,874 as of December 31, 2024 and 2023, respectively. For the year ended December 31, 2024, the Plan purchased 84,402.347600 shares and sold 214,665.930599 shares.

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CORECIVIC 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

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.

NOTE G - DELINQUENT EMPLOYEE DEFERRAL TRANSMITTALS

During the year ended December 31, 2024, the Company erroneously failed to remit certain employee deferrals and loan repayments totaling $1,783 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. The Company will make a corrective contribution for lost earnings and complete the other corrections needed for the late contributions during 2025.

NOTE H - 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, 2024, but prior to the issuance of these financial statements, that would have a material impact on its financial statements.

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CORECIVIC 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

SUPPLEMENTAL SCHEDULES

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CORECIVIC 401(k) PLAN

SCHEDULE H, LINE 4a - SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS

EIN 62-1806755, Plan 001

DECEMBER 31, 2024

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CORECIVIC 401(k) PLAN

SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

EIN 62-1806755, Plan 001

DECEMBER 31, 2024

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INDEX OF EXHIBITS

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.