CoreCivic (NYSE: CXW) lifts revolving credit to $575M in $700M facility

Rhea-AI Filing Summary

CoreCivic, Inc. entered into a First Amendment to its Fourth Amended and Restated Credit Agreement, increasing the revolving credit commitment by $300 million to a total revolving capacity of $575 million. After this change, the company’s amended credit facility totals $700 million, made up of a $125 million term loan and the $575 million revolving credit facility. The revolver includes a $25 million swingline loan sublimit and a $100 million standby letter of credit sublimit.

The amended facility continues to mature on October 11, 2028. CoreCivic did not make any additional borrowings in connection with this amendment, and the applicable interest margins under the credit agreement remain unchanged. The amendment also uses $300 million of the company’s existing Accordion feature, which allows potential future increases subject to lender commitments.

Insights

Credit & Capital Structure Analyst

CoreCivic expands its revolving credit capacity without new borrowing or pricing changes.

CoreCivic increased the revolving commitment under its senior credit facility by $300 million, bringing the revolver to $575 million and the total amended facility to $700 million. The structure now consists of a $125 million term loan and the larger revolving line, which includes sublimits for swingline loans and standby letters of credit, and continues to mature on October 11, 2028.

The amendment was executed without drawing additional debt and without changing applicable margins, so the immediate interest cost profile is unchanged. The company utilized $300 million of its Accordion feature, which is sized as the greater of $300 million or 50% of consolidated EBITDA for the most recent four-quarter period, conditional on lender commitments. Subsequent disclosures may clarify how actively CoreCivic uses the expanded revolving capacity over the remaining term through 2028.

8-K Event Classification

4 items: 1.01, 2.03, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): December 1, 2025

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 1.01. Entry into a Material Definitive Agreement.

On December 1, 2025, CoreCivic, Inc., a Maryland corporation (the “Company”), entered into a First Amendment to Fourth Amended and Restated Credit Agreement dated as of December 1, 2025 (the “First Amendment”), by and among the Company, as Borrower, certain subsidiaries of the Company party thereto, the lenders party thereto and Alter Domus Products Corp., as Administrative Agent (the “Administrative Agent”), which amends that certain Fourth Amended and Restated Credit Agreement dated October 11, 2023, by and among the Company, the lenders from time to time party thereto, and the Administrative Agent, as agent for the lenders (the “Credit Facility”). Pursuant to the First Amendment, the revolving credit commitment of the lenders under the Credit Facility was increased by the principal amount of $300 million, for an aggregate maximum revolving credit commitment in an amount not to exceed $575 million (the “Amended Credit Facility”).

Following the entry into the First Amendment, the Amended Credit Facility is in the aggregate principal amount of $700 million, consisting of a $125 million term loan and a $575 million revolving credit facility, which has a $25 million sublimit for swingline loans and a $100 million sublimit for the issuance of standby letters of credit. In addition, the Company has an option to increase the availability under the revolving credit facility and to request term loans from the lenders in an aggregate amount not to exceed the greater of (a) $300 million and (b) 50% of consolidated EBITDA for the most recently ended four-quarter period, subject to, among other things, the receipt of commitments for the increased amount (the “Accordion”). The increased revolving credit commitments provided pursuant to the First Amendment utilized $300 million of the availability under the Accordion. The Amended Credit Facility matures on October 11, 2028.

The Company did not make any additional borrowings under the Amended Credit Facility in connection with the entry into the First Amendment, and the First Amendment did not change any applicable margins under the Credit Facility.

Certain lenders under the Amended Credit Facility or their affiliates have provided, and may in the future provide, certain commercial banking, financial advisory, and investment banking services in the ordinary course of business of the Company, its subsidiaries and certain of its affiliates, for which they receive customary fees and commissions.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing the Company’s entry into the First Amendment is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1		First Amendment to Fourth Amended and Restated Credit Agreement, dated December 1, 2025.
99.1		Press Release, dated December 2, 2025.
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document.

SIGNATURE

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

Date: December 2, 2025				CORECIVIC, INC.
				By:		/s/ David M. Garfinkle
						David M. Garfinkle
						Executive Vice President and Chief Financial Officer

FAQ

What did CoreCivic (CXW) change in its credit agreement on December 1, 2025?

CoreCivic entered into a First Amendment to its Fourth Amended and Restated Credit Agreement, increasing the revolving credit commitment by $300 million and updating the overall facility terms without changing interest margins.

What is the new total size of CoreCivic (CXW)'s amended credit facility?

Following the amendment, CoreCivic’s amended credit facility is in the aggregate principal amount of $700 million, consisting of a $125 million term loan and a $575 million revolving credit facility.

How large is CoreCivic (CXW)'s revolving credit facility after the amendment?

The revolving credit facility was increased by $300 million to an aggregate maximum revolving credit commitment of $575 million, including a $25 million swingline loan sublimit and a $100 million standby letter of credit sublimit.

Did CoreCivic (CXW) borrow additional funds when it amended the credit facility?

No. CoreCivic did not make any additional borrowings under the amended credit facility in connection with entering into the First Amendment.

Did the amendment change CoreCivic (CXW)'s interest margins or maturity date?

The First Amendment did not change any applicable margins, and the amended credit facility continues to mature on October 11, 2028.

What is the Accordion feature mentioned in CoreCivic (CXW)'s credit facility?

The Accordion gives CoreCivic the option to increase revolving availability and request term loans in an aggregate amount not exceeding the greater of $300 million and 50% of consolidated EBITDA for the most recently ended four-quarter period, subject to lender commitments. The $300 million increase in revolving commitments used part of this Accordion capacity.