Form 8-K
8-K — CoreCivic, Inc.
Accession: 0001193125-26-402817
Filed: 2026-09-25
Period: 2026-09-24
CIK: 0001070985
SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d255504d8k.htm (Primary)
EX-10.1 (d255504dex101.htm)
EX-99.1 (d255504dex991.htm)
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XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
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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): September 24, 2026
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)
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO Transition
On September 25, 2026, CoreCivic, Inc., a Maryland corporation (the “Company”) announced that Patrick D. Swindle, the Company’s President and Chief Executive Officer (“CEO”), has stepped down as President and CEO and resigned from his position on the Company’s Board of Directors (the “Board”), effective as of September 24, 2026 (the “Transition Date”), due to health reasons. Lucibeth N. Mayberry, who most recently served as the Company’s Executive Vice President and Chief Strategy Officer, has been appointed as President and CEO of the Company, effective as of the Transition Date. Additionally, the Board has appointed Ms. Mayberry to the Board to fill the vacancy created by Mr. Swindle’s resignation as of the Transition Date.
Mr. Swindle and the Company have entered into a Transition Agreement, effective as of the Transition Date (the “Transition Agreement”), pursuant to which Mr. Swindle will serve as a Special Advisor to the CEO and to the Chairman of the Board beginning on the Transition Date through September 24, 2028, unless the Transition Agreement is earlier terminated as set forth in the Transition Agreement (the “Transition Period”).
A description of the business background and experience of Ms. Mayberry, age 54, is incorporated herein by reference to the information included under the heading “Executive Officers” in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2026.
Neither Mr. Swindle’s nor Ms. Mayberry’s change in duties were made pursuant to any arrangement or understanding between Mr. Swindle or Ms. Mayberry, as applicable, and any other person. Ms. Mayberry has no family relationships that would require disclosure under Item 401(d) of Regulation S-K in this Current Report on Form 8-K, and, except for previously disclosed compensation arrangements and as otherwise described in this Current Report on Form 8-K, she is not a party to any material plan, contract or arrangement with the Company. Ms. Mayberry 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 Current Report on Form 8-K.
Swindle Transition Agreement
The Transition Agreement is effective as of the Transition Date. The Transition Agreement will govern Mr. Swindle’s employment with the Company during the Transition Period. The Transition Agreement provides for, among other things, (i) Mr. Swindle’s automatic resignation from all positions that he holds as an officer or member of the Board, effective as of the Transition Date, and (ii) Mr. Swindle’s duties as Special Advisor to the CEO and to the Chairman of the Board during the Transition Period.
The Transition Agreement provides that Mr. Swindle will be entitled to receive the following payments and benefits:
•
Annual base salary as currently in effect during the first twelve months of the Transition Period, with a step-down to fifty (50%) of the annual base salary during the second twelve months of the Transition Period;
•
Subject to Mr. Swindle’s execution and non-revocation of a release of claims:
•
payment of $2,293,270 in cash (less applicable deferrals, deductions, taxes and withholdings), equal to the maximum cash incentive compensation to which Mr. Swindle would have been entitled to for fiscal year 2026; and
•
payment of lump sum amount in cash (less applicable deferrals, deductions, taxes and withholdings), equal to $8,059,609, in exchange for the forfeiture of Mr. Swindle’s outstanding and unvested equity awards; and
•
Reimbursement of business expenses and tax preparation assistance and legal assistance related to Mr. Swindle’s transition of responsibility to the CEO.
Mr. Swindle will not be entitled to any cash bonus and will not receive any new equity awards during the Transition Period.
Upon the expiration of Transition Agreement following the Transition Period, Mr. Swindle will also receive a lump sum amount, representing three months of Mr. Swindle’s base salary as in effect on the Transition Date, subject to Mr. Swindle’s execution and non-revocation of a release of claims. By accepting the employment offered under the Transition Agreement, Mr. Swindle has waived any current or future rights or payments he might otherwise have become entitled to under the Company’s Amended and Restated Executive Severance and Change in Control Plan effective as of July 25, 2025 (the “Severance Plan”).
A copy of the Transition Agreement is included as Exhibit 10.1 to this Current Report on Form 8-K. The description of the Transition Agreement included in this Current Report on Form 8-K is a summary, is not complete and is qualified in its entirety by reference to the terms of the Transition Agreement filed as Exhibit 10.1 hereto.
CEO Employment Terms
Ms. Mayberry’s annual base salary commencing on the Transition Date is $900,000 (the “CEO Base Salary”). Ms. Mayberry’s short-term cash incentive compensation target is an amount equal to 135% of the CEO Base Salary, based on the achievement of performance goals established by the Compensation Committee in the first quarter of 2026 (as part of the Company’s regular compensation practices), and prorated for time of service as CEO during 2026. Ms. Mayberry will receive a long-term equity incentive grant of restricted stock units having a value equal to approximately $2.5 million in the first quarter of 2027 (as part of the Company’s regular equity award grant-cycle). Forty percent of these restricted stock units will be time-based (vesting ratably over three years) and the remaining sixty percent will 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 Severance Plan will continue to apply to Ms. Mayberry in the same manner as it did prior to her promotion to President and CEO. Ms. Mayberry will not receive any additional compensation for her service on the Board.
Item 7.01.
Regulation FD Disclosure.
On September 25, 2026, the Company issued a press release announcing Ms. Mayberry’s appointment as President and CEO and Mr. Swindle’s resignation as President and CEO due to health reasons. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
* * *
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements as to the Company’s beliefs and expectations of the outcome of future events that are “forward-looking” statements as defined within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements concerning the transition of executive leadership at the Company. 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. 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 from our expectations are described in the filings made from time to time by the Company with the SEC and include the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 20, 2026 and subsequent filings.
The Company takes no responsibility for updating the information contained in this Current Report on Form 8-K following the date hereof to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events, except as may be required by law.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
10.1
Transition Agreement, dated as of September 24, 2026, by and between the Company and Patrick D. Swindle.
99.1
Press Release, dated September 25, 2026.
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: September 25, 2026
CORECIVIC, INC.
By:
/s/ David M. Garfinkle
David M. Garfinkle
Executive Vice President and Chief Financial Officer
EX-10.1
EX-10.1
Filename: d255504dex101.htm · Sequence: 2
EX-10.1
Exhibit 10.1
TRANSITION AGREEMENT
THIS TRANSITION AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of September, 2026 (the
“Effective Date”) by and between CoreCivic, Inc. (“Company”) and Patrick D. Swindle (“Executive”).
WHEREAS, Executive is currently employed by the Company or one of its Affiliates or Subsidiaries (collectively with the Company, the
“Company Group”), subject to that certain Amended and Restated Executive Severance and Change in Control Plan effective as of July 25, 2025 (the “Severance Plan”), and the accompanying Confidentiality,
Intellectual Property Rights and Non-Competition Restrictive Covenants Agreement of even date therewith (the “RCA”); and
WHEREAS, the Company agrees to continue or otherwise cause to continue Executive’s employment with the Company Group
throughout the Transition Period on a full-time basis and provide certain benefits thereafter pursuant to the terms set forth herein and, in return, Executive is willing to accept such employment, waive Executive’s rights under the Severance
Plan, and provide the Company with a full release of claims and other good and valuable consideration in accordance with the terms and conditions hereof.
NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the parties
covenant and agree as follows:
1. Transition Period. The Company hereby agrees to employ the Executive and the Executive hereby
accepts employment with the Company to provide the duties set forth herein, beginning on the Effective Date and ending on September 24, 2028, unless this Agreement is earlier terminated as set forth herein (the “Transition
Period”), upon the terms and subject to the conditions set forth herein.
2. Termination.
(a) Termination Events. This Agreement may be terminated under the following circumstances:
(i)
The Company may terminate this Agreement for Cause upon action of the Board of Directors of the Company (the
“Board”) at any time and in the Board’s sole discretion, subject to any prior notice requirements set forth in the definition of Cause;
(ii)
Executive may voluntarily terminate this Agreement for any reason or no reason, upon ninety (90) days
prior written notice to the Company;
(iii)
The parties may mutually agree to terminate this Agreement without Cause on such date as may be mutually
agreed;
(iv)
This Agreement shall terminate in the event of Executive’s death or Disability. As used herein,
“Disability” means the inability of the Executive, as a result of physical or mental illness or incapacity, to substantially perform the Executive’s duties pursuant to this Agreement for a period of one hundred eighty
(180) days during any twelve-month period.
(b) Effect of Termination. In the event of
a termination of this Agreement pursuant to Section 2(a)(i) or (ii), Executive shall not be entitled to the rights and payments set forth in this Agreement other than the Accrued Amounts, and the Company shall not
have any further obligations following the Termination Date other than the payment of the Accrued Amounts.
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3. Duties. During the Transition Period, Executive will serve as a Special Advisor to
the Chief Executive Officer (the “CEO”) and Chairman of the Board of Directors, on a full-time basis, and shall perform and discharge faithfully the duties and responsibilities which may be assigned by the CEO or the Board to the
Executive from time to time in connection with the conduct of the Company Group’s and Board’s business, which shall include, without limitation, providing expertise, insight and guidance in support of the new Chief Executive Officer and
related assistance in furtherance of a smooth transition of the Company’s leadership. The Executive shall report to the Board and the CEO. The Executive hereby agrees that he shall at all times comply with and abide by all terms and conditions
set forth in this Agreement and all applicable work policies, procedures and rules of the Company. The Executive also agrees that he shall comply with all federal, state and local statutes, regulations and public ordinances governing the performance
of his duties hereunder. The Company will provide Executive with access to Company premises and administrative support consistent with past practice. During the Transition Period, the Company will provide the Executive with access and technical and
administrative support reasonably sufficient to allow the Executive to perform his duties hereunder, which is anticipated to include (i) computer hardware of the type currently used by the Executive; (ii) a Company email account;
(iii) access to an executive administrative assistant for purposes of scheduling Company-related matters; (iv) IT support for the Executive’s hardware and software, including with respect the Executive’s personal devices to the
extent they are used for Company matters; (v) mail forwarding services; and (v) key-card access to Company facilities.
4. Compensation & Benefits.
(a) Benefits. During the Transition Period, Executive will continue to be a benefits-eligible employee in plans
that are applicable generally to senior executive officers of the Company (“Peer Executives”), subject to the terms of the applicable benefit plan or arrangement.
(b) Compensation.
(i)
Base Salary. During the first twelve-month period of the Transition Period, Executive will
continue to receive Executive’s current base salary as in effect as of the Effective Date (the “Base Salary”), less all applicable deductions, taxes and withholdings. During the second twelve-month period of the Transition
Period, Executive shall receive fifty (50%) of the Base Salary, less all applicable deductions, taxes and withholdings. The compensation described in the preceding sentences of this Section 4(b)(i) shall be paid in
accordance with the Company’s normal payroll practices. Subject to Executive’s execution and non-revocation of a release of claims substantially in the form of Exhibit A hereto (the
“Release”) promptly following the expiration of the Transition Period, Executive will be entitled to receive a lump sum amount in cash equal to $225,000, which represents three (3) months’ of Executive’s Base
Salary (less all applicable deductions, taxes and withholdings).
(ii)
Cash Bonus. Subject to Executive’s execution and
non-revocation of a Release, Executive will be entitled to receive a lump sum amount in cash equal to $2,293,270 (less all applicable deductions, taxes and withholdings, and subject to any applicable deferral
elections). Executive shall not be entitled to receive any further annual cash bonuses during the Transition Period or thereafter.
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(iii)
Existing Equity Awards. Subject to Executive’s execution and
non-revocation of the Release, Executive shall forfeit all of Executive’s existing unvested equity awards under the Company’s Amended and Restated 2020 Stock Incentive Plan, as listed on
Exhibit B hereto, in exchange for a lump sum amount in cash equal to $8,059,609 (less all applicable deductions, taxes and withholdings, and subject to any applicable deferral elections).
(iv)
New Equity. Executive will not be entitled to and will not receive any new equity awards during
the Transition Period.
(v)
Reimbursable Business Expenses. The Company shall reimburse the Executive for all reasonable
business expenses incurred by the Executive during the Transition Period in the performance of the Executive’s services under this Agreement. All expenses eligible for reimbursements described in this Agreement must be incurred by the
Executive during the Transition Period to be eligible for reimbursement. The Executive shall follow the Company’s expense procedures that generally apply to Peer Executives in accordance with the policies, practices and procedures of the
Company to the extent applicable generally to Peer Executives.
(vi)
Reimbursable Other Expenses. During the Transition Period, the Executive shall receive
reasonable tax preparation assistance and legal assistance related to Executive’s transition of responsibility to the CEO at the Company’s cost during the Transition Period.
(vii)
Release. The payment in Section 4(b)(i) and the payments in
Section 4(b)(ii) and Section 4(b)(iii) shall each be conditioned upon execution of a Release. Executive shall execute a Release in exchange for the payments in
Section 4(b)(ii) and Section 4(b)(iii) concurrently with the execution of this Agreement, and shall subsequently execute a Release at the end of the Transition Period in exchange for the payment in
Section 4(b)(i). If this Agreement terminates as provided in Section 2(a)(iii) or (iv), Executive shall nevertheless be entitled to the amounts set forth in this
Section 4(b), subject to the execution and non-revocation of a Release by either Executive or Executive’s estate or legal representative in the case of Executive’s death
or Disability.
5. Resignation of All Other Positions. Effective as of the Effective Date, Executive automatically
and without the necessity of further action is hereby deemed to have resigned from all positions that Executive holds as an officer or member of the Board (or substantially similar governing body) of the Company and each of its affiliates.
6. Severance Plan Waiver. By accepting the employment offered under this Agreement, Executive explicitly acknowledges that Executive is
not entitled to any rights or payments under the Severance Plan (including any predecessor plan thereto), and Executive hereby explicitly waives and releases any rights or payments related thereto. Executive shall only be entitled to the rights and
payments set forth in this Agreement upon the Effective Date.
7. Restrictive Covenant Agreement. Executive acknowledges and
agrees that the payments, benefits and consideration provided hereunder constitute ongoing consideration that is adequate and sufficient consideration to support the covenants set forth in the RCA, and Executive hereby agrees that Executive shall be
subject to the covenants set forth in the RCA (including the post-employment covenants which shall commence after Executive’s employment under this Agreement ends) and such covenants shall be incorporated by reference into this Agreement.
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8. Company Property. Executive agrees to return all Company Group property that
Executive reasonably knows to be in Executive’s possession or control no later than the Termination Date, or earlier if requested by the Company or any member of the Company Group, including without limitation, all Company Group log-ins and passwords. All records, files, lists, including computer generated lists, data, drawings, documents, equipment, data, and similar items relating to the Company Group’s business that Executive
generated or received from the Company Group remain the Company Group’s sole and exclusive property. Executive represents that Executive has not copied or caused to be copied, printed out, or caused to be printed out any documents or other
material originating with or belonging to the Company Group except for in the scope of Executive’s duties on behalf of the Company Group. Executive additionally represents that, following the Termination Date, Executive will not retain in
Executive’s possession any such documents or other materials belonging to the Company Group.
9. Termination Date. Upon the
Termination Date, Executive shall not be entitled to any further payments from the Company Group, nor shall the Company Group have any further liability or obligation to Executive, except for the payments referenced herein.
10. Release of Claims at Termination. Executive acknowledges that it is Executive’s intention and that of the Company to resolve
any and all issues between them, including any possible issue that could arise between the Effective Date of this Agreement and the Termination Date.
11. Additional Limitations.
(a) Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution to or
for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with any change in the ownership or effective control of the Company (or in the ownership of
a substantial portion of the assets thereof) within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and the applicable regulations thereunder (together, the “Parachute
Provisions”), calculated in a manner consistent with the Parachute Provisions (any such payments, the “Compensatory Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, (or any
successor provision) (the “Excise Tax”), then the Compensatory Payments shall be reduced so that the sum of all of the Compensatory Payments shall be one dollar ($1.00) less than the amount at which the Executive becomes subject
to such Excise Tax; provided that such reduction shall occur only if, as a result of such reduction, Executive would receive a higher After Tax Amount (as defined below) than the Executive would receive if the Compensatory Payments were not
subject to such reduction. In such event, the Compensatory Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Compensatory Payments that are to be paid the furthest in time from
consummation of the transaction that is subject to Section 280G of the Code: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments subject to Section 409A of the Code; (iii) equity-based payments
and acceleration; and (iv) non-cash forms of benefits; provided that in the case of all the foregoing Compensatory Payments all amounts or payments that are not subject to calculation under Treas.
Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg.
§1.280G-l, Q&A-24(b) or (c), and in accordance with Section 409A of the Code.
(b) The “After Tax Amount” means the amount of the Compensatory Payments less all U.S. federal, state, and local income,
excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Compensatory Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay U.S. federal income taxes at the
highest marginal rate of U.S. federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable
state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.
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(c) The determination as to whether a reduction in the Compensatory Payments shall be made
pursuant to Section 11(a) shall be made by an accounting or law firm selected by the Company having expertise with matters under the Parachute Provisions (the “Tax Firm”), which shall provide detailed
supporting calculations both to the Company and the Executive within fifteen (15) business days of the Termination Date, if applicable, or at such earlier time as is reasonably requested by the Company or the Executive. Any determination by the
Tax Firm shall be binding upon the Company and the Executive.
12. Section 409A.
(a) Notwithstanding anything to the contrary in this Agreement, if the Company determines in accordance with its “specified
employee” procedures (i) that on the date Executive’s termination of employment with the Company or at such other time that the Company determines to be relevant, the Executive is a “specified employee” (as such term is
defined under Treasury Regulation 1.409A-1(i)(1)) of the Company and (ii) that any payments to be provided to the Executive pursuant to this Agreement constitute “deferred compensation” (as
defined under Treasury Regulation 1.409A01(b)(1)), after giving effect to available exemptions under Section 409A of the Code; then such payments shall be delayed until the date that is six months after the date of Executive’s termination
of employment with the Company, or, if earlier, the Executive’s death (the “Payment Delay Period”). Any payments delayed pursuant to this Section 12(a) shall be made in a lump sum on the first day
of the seventh month following the Executive’s termination of employment or, if earlier, the Executive’s death.
(b) It is
intended that this Agreement will satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code, including those provided under Treasury Regulations
1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v). Furthermore, it is intended that to the extent the Agreement is not
exempt from Section 409A of the Code, this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code,
the provision shall be read in such a manner so as not to be part of this Agreement or in compliance with Section 409A of the Code so that all payments hereunder are either exempt or comply with Section 409A of the Code. Each installment
of the payments provided for pursuant to this Agreement is intended to constitute a separate payment for purposes of applying Section 409A, any exemptions thereto and Treasury Regulation
Section 1.409A-2(b)(2).
(c) To the extent that any payment or benefit described in this
Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of
employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service” and for purposes of any such provision of this Agreement, references to a “separation,”
“termination,” “termination of employment,” or like terms shall mean the Executive’s “separation from service.” The determination of whether and when a “separation from service” has occurred
shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).
(d) To the extent that any expenses, reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during
the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A, the such amount shall be reimbursed in accordance with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations, including (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible
for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) subject to any shorter time periods provided
herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and
(iii) the right to any reimbursement or in-kind benefit is not subject to liquidation or exchange for another benefit.
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(e) Notwithstanding any other provision to the contrary, in no event shall any payment under
this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by
Section 409A of the Code.
(f) For the avoidance of doubt, any payment due under this Agreement within a period following
Executive’s termination of employment or other event, shall be made on a date during such period as determined by the Company in its sole discretion, and in accordance with Section 409A. Additionally, if a payment hereunder is conditioned
upon the effectiveness of a Release and if the period during which the Release is to become effective begins and ends in separate calendar years, then, the commencement of such payments shall be made in the later year in all instances.
(g) The Company Group makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of
this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.
13. Withholding. All payments made by the Company Group to the Executive under this Agreement shall be made net of any tax or other
amounts required to be withheld by the Company Group under applicable law.
14. Clawback. Any amounts payable under the Agreement
are subject to any policy (whether in existence as of the Effective Date or later adopted) established by the Company Group providing for clawback or recovery of amounts that were paid to the Executive. The Company Group will make any determination
for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation.
15. Miscellaneous.
(a) Governing Law. This Agreement is to be governed by the laws of the State of Tennessee. Any action brought by either party
hereto regarding this Agreement shall be brought and maintained in the federal or state courts sitting in Davidson County, Tennessee. Each party hereto waives all rights to trial by jury in any action, proceeding or counterclaim arising out of or
relating to this Agreement.
(b) Successors and Assigns. The provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto as provided herein. The Company may assign its rights and obligations under this Agreement to any Affiliate of the Company.
(c) Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an
original, but all of which shall together constitute one and the same instrument.
(d) Cost of Litigation. In the event
either party must take legal action to enforce its rights under this Agreement, the prevailing party in any such action shall be entitled to an award of its costs of such an action, including the prevailing party’s reasonable attorney’s
fees and expenses.
(e) Counsel. Executive has been given the opportunity to consult with legal counsel of Executive’s
own choice before executing this Agreement.
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(f) Certain Defined Terms. For purposes of this Agreement, the following terms
shall have the meanings set forth below:
(i) “Accrued Amounts” shall mean (A) any unpaid base salary earned
through the Termination Date in a cash lump sum within ten (10) days of the Termination Date, (B) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) payable at the times provided
in the applicable plans under which the deferral was made, to the extent not paid as of the Termination Date, (C) reimbursement for any amounts due to the Executive pursuant to Section 4(b)(v) and
Section 4(b)(vi) as of the Termination Date at such times as provided in the applicable reimbursement policies of the Company, and (D) to the extent not theretofore paid or provided, any other accrued amounts or
accrued benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company at the times provided under the applicable plan, program, policy,
practice, contract or agreement of the Company.
(ii) “Affiliate” shall mean (A) any entity that, directly or
indirectly, is controlled by the Company, (B) any entity in which the Company has a significant equity interest, (C) an affiliate of the Company, as
defined in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended from time to time, and (D) any entity in which the Company has at least
twenty percent (20%) of the combined voting power of the entity’s outstanding voting securities.
(iii) “Cause”
shall mean: (A) the Executive’s conviction of a felony or of a crime involving dishonesty or moral turpitude, including, without limitation, any act or crime involving misappropriation or embezzlement of assets or funds of any member of
the Company Group; (B) willful or material wrongdoing by the Executive, including, but not limited to, acts of dishonesty or fraud, which could be expected to have a materially adverse effect, monetarily or otherwise, on the Company Group,
individually or collectively, as determined by the Board; (C) material breach by the Executive of any fiduciary duty to the Company, its stockholders or any other member of the Company Group; (D) material violation of a policy or procedure
of any member of the Company Group or any written agreement with any member of the Company Group, including but not limited to, the Company’s Code of Ethics; or (E) the Executive’s intentional violation of any applicable local,
state or federal law or regulation affecting any member of the Company Group in any material respect, as determined by the Company and the Board. Notwithstanding the foregoing, to the extent that any of the events, actions or breaches set forth in
subsections (C) or (D) above are able to be remedied or cured by the Executive in the sole discretion of the Board, Cause shall not be deemed to exist (and thus the Company may not terminate the Executive for Cause hereunder) unless the
Executive fails to remedy or cure such event, action or breach within twenty (20) days after being given written notice by the Company of such event, action or breach; provided however that the Executive shall not be entitled to any subsequent
cure period for any repeated event, action or breach.
(iv) “Subsidiary” shall mean any corporation or other entity in
an unbroken chain of corporations or other entities beginning with the Company if each of the corporations or other entities, or group of commonly controlled corporations or other entities, other than the last corporation or other entity in the
unbroken chain then owns stock or other equity interests possessing 50% or more of the total combined voting power of all classes of stock or other equity interests in one of the other corporations or other entities in such chain.
(v) “Termination Date” shall mean the date of any early termination of the Agreement or expiration of the Transition
Period.
7
16. Entire Agreement; Severability of Terms. This Agreement contains the complete,
entire understanding of the parties concerning the subject matter hereof. In executing this Agreement, neither party relies on any term, condition, promise or representation other than those expressed in this Agreement. This Agreement supersedes all
prior and contemporaneous oral and written agreements and discussions with respect to the subject matter hereof. Except as expressly set forth in this Agreement, nothing in this Agreement is intended to or shall limit, terminate or modify, in
any manner, any continuing obligations that Executive has to the Company Group under any other agreement or policy. This Agreement may be amended or modified only by an agreement in writing. If any provision of this Agreement is determined
to be invalid or otherwise unenforceable, then that invalidity or unenforceability shall not affect any other provision of this Agreement, which shall continue and remain in full force and effect.
17. Waiver of Jury Trial. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER
HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.
18. Notices. Any notice required or desired to be given under this Agreement shall be in writing and shall be delivered personally,
mailed by registered mail, return receipt requested, transmitted via email or delivered by overnight courier service and shall be deemed to have been given on the date of its delivery, if delivered in person or transmitted via email, and on the
second (2nd) full business day following the date of the mailing, if mailed, to each of the parties thereto at the following respective addresses or such other address as may be specified in any notice delivered or mailed as above provided:
(a) if to the Company: CoreCivic, Inc. 5501 Virginia Way, Suite 110 Brentwood, TN 37207, Attn: General Counsel; and (b) if to the Executive: his address and email address on record with the Company.
19. Survival. The obligations of the parties pursuant to Sections 5 through 20, as applicable, shall survive the
termination of the Executive’s employment and any termination of this Agreement.
20. Headings. The sections, subjects and
headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
[Signatures page follows]
8
IN WITNESS WHEREOF, the parties have executed this Transition Agreement on the date
first set forth above.
COMPANY:
CoreCivic, Inc.
By:
/s/ Cole G. Carter
Name:
Cole G. Carter
Title:
Executive Vice President, Chief Administrative Officer, General Counsel & Secretary
EXECUTIVE:
/s/ Patrick D. Swindle
Patrick D. Swindle
Signature Page to Transition Agreement
EXHIBIT A
RELEASE
This
Release (“Release”) is hereby entered into on the ___ day of _____, 202_, by and between Patrick D. Swindle (“Executive”) and CoreCivic, Inc. (the “Company”).
WHEREAS, the Company and Executive have entered into that Transition Agreement dated as of September __, 2026 (the “Transition
Agreement”) providing Executive, among other things, certain payments conditioned on executing and delivering this Release; and
WHEREAS, the Company and Executive desire to ensure an amicable parting and to settle fully and finally any and all differences or
claims that might have arisen out of Executive’s employment.
NOW, THEREFORE, it is hereby agreed that:
1. Consideration. In exchange for the general release of claims herein and other good and valuable consideration, the
Company agrees to make the payments set forth in [Section 4(b)(ii) and Section 4(b)(iii)]//[Section 4(b)(i)]1 of the Transition Agreement, in each case, subject to the rights and obligations
of the parties contained in the Transition Agreement and this Release. Executive acknowledges that Executive would not be entitled to certain payments set forth in the Transition Agreement but for Executive’s execution of this Release.
2. General Release of Claims. Executive, for himself, Executive’s agents, attorneys, heirs, administrators,
executors, assignors, assignees, and anyone acting or claiming to act on Executive’s or their joint or several behalf, hereby waives, releases, and forever discharges the Company and its subsidiaries, business units, affiliates, parent
companies (including Parent), predecessors, successors, and its respective officers, directors, employees, agents, and legal counsel (hereinafter referred to collectively as the “Released Parties”) from any and all claims, causes
of action, demands, damages, costs, expenses, liabilities, grievances, or other losses, whether known or unknown, that in any way arise from, grow out of, or are related to events or circumstances prior to the date this Release is executed.
Executive acknowledges that this General Release includes, but is not limited to, all common law causes of action of whatever nature, all
claims arising under federal, state or local law prohibiting employment discrimination and all claims growing out of any legal restrictions on the Company’s right to terminate its employees, including any breach of contract claims. This
General Release also specifically encompasses all claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 1981(a), the Age Discrimination in Employment Act, the Employment Retirement Income Security Act, except as
provided herein, the Family and Medical Leave Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the National Labor Relations Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Equal Pay Act, the
Tennessee Human Rights Act, Tennessee Disability Act, Tennessee Public Protection Act, as well as all federal and state executive orders including Executive Order 11246 and all claims under other applicable state and local codes, laws, regulations
or ordinances concerning Executive’s employment. It is agreed that this is a general release and it is to be broadly construed as a release of all claims; provided that notwithstanding the foregoing, this Section expressly does not
include a release of any claims that cannot be released hereunder by law or of any claims to accrued or vested benefits under any welfare, pension or deferred income plan that was offered or sponsored by the Company and in which Executive was a
participant. This General Release further specifically encompasses all claims related to compensation, benefits, incentive packages, severance (including under the Severance Plan), or any other form of compensation Executive may or may not have
received during Executive’s employment, except as provided herein.
1
To be updated.
3. Covenant not to Sue. Executive hereby covenants and agrees not to file,
commence or initiate any suits, grievances, demands or causes of action against the Released Parties based upon or relating to any of the claims released and forever discharged pursuant to this Release. In accordance with 29 C.F.R. §
1625.23(b), this covenant not to sue is not intended to preclude Executive from bringing a lawsuit to challenge the validity of the release language contained in this Release. If Executive breaches this covenant not to sue, Executive hereby agrees
to pay all of the reasonable costs and attorneys’ fees actually incurred by the Released Parties in defending against such claims, demands or causes of action, together with such and further damages as may result, directly or indirectly, from
that breach. Moreover, Executive agrees that Executive will not persuade or instruct any person to file a suit, claim or complaint with any state or federal court or administrative agency against the Released Parties. Executive understands and
agrees this Release does not limit or interfere with Executive’s right to file a charge or complaint with the Equal Employment Opportunity Commission or any other federal, state or local governmental agency or commission with which Executive
has the non-waivable right to file a charge or complaint (“Government Agencies”). Executive further understands and agrees that this Release does not limit or interfere with
Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to
the Company. In the event Executive files a charge or complaint with a Government Agency, or a Government Agency asserts a claim on Executive’s behalf, Executive agrees that Executive’s release of claims in this Release shall
nevertheless bar Executive’s right (if any) to any monetary or other recovery (including reinstatement), except Executive does not waive: a) Executive’s right to receive a whistleblower award from a Government Agency for information
provided to that Government Agency; b) any recovery to which Executive may be entitled pursuant to state workers’ compensation and unemployment insurance laws; or c) any other right where a waiver is expressly prohibited by law.
4. No Admission of Wrongdoing or Liability. Nothing contained in this Release shall constitute, or be construed as or is
intended to be an admission or an acknowledgment by the Company of any wrongdoing or liability, all such wrongdoing and liability being expressly denied.
5. Confidentiality. Executive agrees to maintain confidentiality concerning the terms of this Release and will not reveal,
or disseminate by publication this document or any matters pertaining to it to any other person, including but not limited to any past or present employee, officer or director of the Company or any media representative except as required by law or
legal process, or as necessary to enforce this Release, or to the extent disclosed to a Government Agency. This confidentiality provision does not apply to communications between Executive and Executive’s spouse or legal and financial planners
or tax preparers who are also bound by this confidentiality provision.
6. Disclosure. Executive acknowledges and warrants
that Executive is not aware of, or that Executive has fully disclosed to Company, any matters for which Executive was responsible or which came to Executive’s attention as an employee of Company that might give rise to, evidence, or support
any claim of illegal conduct, regulatory violation, unlawful discrimination, or other cause of action against Company.
7. Breach of
Agreement. If either party brings a claim for breach of the terms of this Release, the prevailing party shall be entitled to its reasonable attorneys’ fees and expenses incurred in the prosecuting or defending such an action.
This Release is to be governed by the laws of the State of Tennessee. Any action brought by the Company or Executive regarding this Release shall be brought and maintained in the federal and state courts sitting in Davidson County, Tennessee.
8. Binding Effect. This Release shall be binding upon and inure to the
benefit of Executive and the Company, and their officers, directors, employees, agents, legal counsel, heirs, successors and assigns.
9.
Warranties/Representations. Executive hereby warrants and represents that:
A. Executive has carefully read and fully
understands the comprehensive terms and conditions of this Release and the releases set forth herein, including the release of claims under the Age Discrimination in Employment Act and Older Worker Benefit Protection Act;
B. Executive is executing this Release knowingly and voluntarily, without any duress, coercion or undue influence by the Company, its
representatives, or any other person;
C. Executive has been informed of Executive’s right to consult with legal counsel of
Executive’s own choice before executing this Release;
D. The consideration recited above constitutes good and valuable
consideration;
E. Executive understands and accepts the terms and conditions of this Release including, the consideration provided to him
by the Company;
F. Executive is not waiving rights or claims that may arise after the date this Release is executed;
G. Except as specifically provided herein, Executive has been paid all compensation owed to him by the Company;
H. Executive is waiving and releasing claims under the ADEA, and as such, Executive has been given a period of
twenty-one (21) days (the “Consideration Period”) to review and consider the terms of this Agreement and consult with an attorney of Executive’s choice prior to executing this
Agreement. Executive has the right to execute this Agreement prior to the expiration of the Consideration Period. In the event that Executive signs this Agreement before the end of the Consideration Period, Executive acknowledges and understands
that Executive waives the right to the full twenty-one (21) day Consideration Period; and
I.
Executive has the right to revoke this Release within seven (7) calendar days after signing it (the “Revocation Period”) by providing prior to the expiration of the Revocation Period, written notice of revocation by hand
delivery or electronic mail to Cole Carter, Executive Vice President, Chief Administrative Officer and General Counsel, 5501 Virginia Way, Suite 110, Brentwood, Tennessee 37207. If Executive revokes this Release during the Revocation Period, the
Release and all obligations hereunder become null and void in their entirety and the Company shall not be obligated to provide the Additional Consideration.
10. Restrictive Covenants; Continuing Obligations. Except as expressly set forth in this Release, nothing in this Release
is intended to or shall limit, terminate or modify, in any manner, any continuing obligations that Executive has to the Company Group per the terms of any other agreement or policy. Specifically, Executive acknowledges and accepts that Executive has
continuing obligations (including restrictive covenant obligations related to non-competition and non-solicitation) to the Company under the RCA.
11. Non-Disparagement.
Executive will not disparage or defame, orally or in writing, the Company or its officers, directors, employees, successors or assigns. Notwithstanding the foregoing, nothing in this Agreement, including Sections 5 and 11, shall prohibit Executive
from reporting violations of law to any Government Agency or providing truthful testimony in any legal matter.
12. Entire Agreement;
Severability of Terms. This Release and the Transition Agreement contain the complete, entire understanding of the parties concerning the subject matter hereof. In executing this Release, neither party relies on any term, condition, promise
or representation other than those expressed in this Release. This Release supersedes all prior and contemporaneous oral and written agreements and discussions with respect to the subject matter hereof. This Release may be amended or modified only
by an agreement in writing. If any provision of this Release is determined to be invalid or otherwise unenforceable, then that invalidity or unenforceability shall not affect any other provision of this Release, which shall continue and remain in
full force and effect.
13. Execution. Executive understands that Executive cannot execute this Release prior to the
Termination Date.
14. Capitalized Terms. All capitalized terms not defined herein shall be defined as set forth in the
Transition Agreement.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Release on the date first
set forth above.
COMPANY:
CoreCivic, Inc.
By:
Name:
Title:
EXECUTIVE:
Patrick D. Swindle
EXHIBIT B
Award Type
Number of Units
Granted
Number of Units
Unvested
Grant Date
2026 Time-Based RSU
53,547
53,547
2/17/2026
2026 Performance-Based RSUs
73,951
73,951
2/17/2026
2025 Time-Based RSU
33,872
22,581
2/18/2025
2025 Performance-Based RSUs
30,588
20,392
2/18/2025
2024 Time-Based RSU
37,921
12,640
2/15/2024
2024 Performance-Based RSUs
32,143
10,714
2/15/2024
EX-99.1
EX-99.1
Filename: d255504dex991.htm · Sequence: 3
EX-99.1
Exhibit 99.1
News Release
Contact:
Investors: Jeb Bachmann – Managing Director, Investor Relations - (615) 263-3024
Media: Steve Owen – Vice President, Communications - (615) 263-3107
LUCIBETH N. MAYBERRY NAMED PRESIDENT
AND CEO AND
DIRECTOR OF CORECIVIC
PATRICK D. SWINDLE STEPS DOWN DUE TO
HEALTH REASONS
Brentwood, Tenn. – September 25, 2026 – CoreCivic, Inc. (NYSE:
CXW) (“CoreCivic” or the “Company”) announced today that the Board of Directors of the Company has appointed Lucibeth N. Mayberry as President and Chief Executive Officer of the Company. Patrick D. Swindle has resigned as
President and Chief Executive Officer due to health reasons. Mr. Swindle has served as President and Chief Executive Officer since January 1, 2026, following his appointment as President and Chief Operating Officer on January 1, 2025.
In addition, Mr. Swindle resigned from CoreCivic’s Board, and Ms. Mayberry has been appointed to fill the vacancy.
Mr. Swindle said,
“It is with a heavy heart that I am announcing my decision to resign as President and CEO of CoreCivic, as I pursue treatment for stage four metastatic pancreatic cancer. It has been the greatest professional honor of my life to serve as
President and CEO of this Company. We have an excellent leadership team at CoreCivic, and Lucibeth has been an indispensable member of our executive leadership team, with whom I’ve worked closely for nineteen years on many critical strategic
matters for the Company, including the property sales we announced earlier this year. Lucibeth is one of the most capable and principled leaders I know, and I have no doubt that under her stewardship, this Company will continue to grow and make a
difference in the lives of the individuals entrusted to our care.”
Ms. Mayberry said, “Patrick is not only a remarkable leader but a
valued colleague and a dear friend. I am personally thankful for his mentorship and his numerous contributions to CoreCivic, not just as Chief Executive Officer, but over the course of his many years with the Company. Patrick has been instrumental
in leading CoreCivic through a significant period of development and change during his time as President and CEO. I am fully committed to continuing the current capital allocation strategy, maintaining our focus on operational excellence, and look
forward to building on the progress already underway.”
Mark Emkes, chair of the Board of Directors, commented, “On behalf of the Board of
Directors, I thank Patrick and extend our very best wishes to him and his family. Patrick helped make the Company stronger and more flexible and positioned the Company well for the future. We are profoundly grateful for everything Patrick has given
to this organization, and we are honored that he will continue to lend his guidance as a special advisor during this transition. In appointing Lucibeth, the Board is recognizing her significant leadership and the trust she has earned across the
organization. She has a deep understanding of our business, a proven ability to execute strategic initiatives, and the full confidence of the Board to lead CoreCivic forward while continuing the strategy that has strengthened the Company and created
value for shareholders.”
Ms. Mayberry has served as the Executive Vice President and Chief Strategy Officer since May 2025. From October 2022
to May 2025, Ms. Mayberry served as the Executive Vice President and Chief Innovation Officer. Prior to assuming that role, Ms. Mayberry served as Executive Vice President, Real Estate from May 2015 until October 2022. She has previously
served in various roles at CoreCivic since May 2003, including as Vice President, Deputy Chief Development Officer; Vice President, Research, Contract and Proposals; and as Managing Director, State Partnership Relations. Ms. Mayberry holds a
bachelor’s degree from the University of Tennessee, a juris doctor from Vanderbilt University, and a Master of Laws degree in taxation from the University of Florida.
5501 Virginia Way,
Brentwood, Tennessee 37027, Phone: 615-263-3000
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 help build safer, healthier, and more productive communities one person at a time through residential corrections, detention, and reentry management, adjacent service offerings
that include pharmaceutical, transportation, and alternatives to incarceration, 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.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements as to our beliefs and expectations of the outcome of future events that are “forward-looking”
statements as defined within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements concerning the transition of executive leadership at CoreCivic. 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. 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 from our expectations 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 year ended December 31, 2025,
filed with the SEC on February 20, 2026 and subsequent filings.
CoreCivic takes no responsibility for updating the information contained in this
press release following the date hereof to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events or for any changes or modifications made to this press release or the information contained herein
by any third-parties, including, but not limited to, any wire or internet services, except as may be required by law.
###
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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