UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ____________ TO _______________

COMMISSION FILE NO. 1-12494

CBL & ASSOCIATES PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	62-1545718 (I.R.S. Employer Identification No.)
2030 Hamilton Place Blvd., Suite 500 Chattanooga, TN	37421
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 423.855.0001

Securities registered under Section 12(b) of the Act:

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	CBL	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

  Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

  Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller Reporting Company	☐
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report.

  Yes ☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

  Yes ☐ No ☒

The aggregate market value of the 18,420,363 shares of CBL & Associates Properties, Inc.'s common stock, $0.001 par value, held by non-affiliates of the registrant as of June 30, 2025 was $467,693,017, based on the closing price of $25.39 per share on the New York Stock Exchange on June 30, 2025. (For this computation, the registrant has excluded the market value of all shares of its common stock reported as beneficially owned by executive officers and directors of the registrant; such exclusion shall not be deemed to constitute an admission that any such person is an “affiliate” of the registrant.)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

   Yes ☒ No ☐

As of February 26, 2026, 30,975,888 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of CBL & Associates Properties, Inc.’s Proxy Statement for the 2026 Annual Meeting of Shareholders are incorporated by reference in Part III.

TABLE OF CONTENTS

		Page Number
Cautionary Statement Regarding Forward-Looking Statements		1
PART I
1.	Business	2
1A.	Risk Factors	7
1B.	Unresolved Staff Comments	27
1C.	Cybersecurity	27
2.	Properties	28
3.	Legal Proceedings	43
4.	Mine Safety Disclosures	43
PART II
5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	44
6.	[Reserved]	45
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46
7A.	Quantitative and Qualitative Disclosures About Market Risk	64
8.	Financial Statements and Supplementary Data	64
9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	64
9A.	Controls and Procedures	64
9B.	Other Information	67
9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	67
PART III
10.	Directors, Executive Officers and Corporate Governance	68
11.	Executive Compensation	68
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	68
13.	Certain Relationships and Related Transactions, and Director Independence	68
14.	Principal Accounting Fees and Services	68
PART IV
15.	Exhibits, Financial Statement Schedules	69
16.	Form 10-K Summary	69
Index to Exhibits		112
Signatures		117

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included or incorporated by reference in this Annual Report on Form 10-K may be deemed “forward looking statements” within the meaning of the federal securities laws. All statements other than statements of historical fact should be considered to be forward-looking statements. In many cases, these forward looking statements may be identified by the use of words such as “will,” “may,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “projects,” “goals,” “objectives,” “targets,” “predicts,” “plans,” “seeks,” and variations of these words and similar expressions. Any forward-looking statement speaks only as of the date on which it is made and is qualified in its entirety by reference to the factors discussed throughout this report.

Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of future performance or results and we can give no assurance that these expectations will be attained. It is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of known and unknown risks and uncertainties. In addition to the risk factors discussed in Part I, Item 1A of this report, and those factors noted above, such known risks and uncertainties include, without limitation:

•general industry, economic and business conditions;

•interest rate fluctuations;

•costs and availability of capital, including debt, and capital requirements;

•the ability to obtain suitable equity and/or debt financing and the continued availability of financing, in the amounts and on the terms necessary to support our future refinancing requirements and business;

•costs and availability of real estate;

•inability to consummate acquisition or disposition opportunities and other risks associated with acquisitions and dispositions;

•competition from other companies and retail formats;

•changes in retail demand and rental rates in our markets;

•shifts in customer demands including the impact of online shopping;

•tenant bankruptcies or store closings;

•changes in vacancy rates at our properties;

•changes in operating expenses;

•changes in applicable laws, rules and regulations;

•cyberattack or acts of cyberterrorism;

•uncertainty and economic impact of pandemics, epidemics or other public health emergencies or fear of such events; and

•other risks referenced from time to time in filings with the Securities and Exchange Commission (“SEC”) and those factors listed or incorporated by reference into this report.

This list of risks and uncertainties is only a summary and is not intended to be exhaustive. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.

1

PART I

ITEM 1. BUSINESS

This Annual Report on Form 10-K (this "Annual Report") is being filed by CBL & Associates Properties, Inc. (the "Company," "CBL," "we," "us" and "our"), a Delaware corporation. Unless stated otherwise or the context otherwise requires, references to the “Company,” “we,” “us” and “our” also includes our subsidiaries.

The Company’s Business

We are a self-managed, self-administered, fully integrated real estate investment trust ("REIT"). We own, develop, acquire, lease, manage, and operate regional shopping malls, outlet centers, lifestyle centers, open-air centers and other properties. At December 31, 2025, our properties are located in 22 states, but are primarily in the southeastern and midwestern United States. We have elected to be taxed as a REIT for federal income tax purposes.

We conduct substantially all our business through CBL & Associates Limited Partnership (the "Operating Partnership"), which is a variable interest entity ("VIE"). We are the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. CBL Holdings I, Inc. is the sole general partner of the Operating Partnership. At December 31, 2025, CBL Holdings I, Inc. owned a 1.0% general partner interest and CBL Holdings II, Inc. owned a 98.98% limited partner interest in the Operating Partnership, for a combined interest held by us of 99.98%. As of December 31, 2025, third parties owned a 0.02% limited partner interest in the Operating Partnership.

See Note 1 to the consolidated financial statements for information on our properties as of December 31, 2025. Our malls, lifestyle centers, outlet centers, open-air centers and other property types are collectively referred to as the “properties” and individually as a “property.” The other property type (the "All Other" or "All Other Properties") is made up of office buildings, outparcels and hotels.

We conduct our property management and development activities through CBL & Associates Management, Inc. (the "Management Company") to comply with certain requirements of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The Operating Partnership owns 100% of the Management Company’s outstanding stock.

Rental revenues are primarily derived from leases with retail tenants and generally include fixed minimum rents, percentage rents based on tenants’ sales volumes and reimbursements from tenants for expenditures related to real estate taxes, insurance, common area maintenance ("CAM") and other recoverable operating expenses, as well as certain capital expenditures. We also generate revenues from management, leasing and development fees, sponsorships, sales of peripheral land at our properties and from sales of operating real estate assets when it is determined that we can realize an appropriate value for the assets. Proceeds from such sales are generally used to retire related indebtedness, reduce outstanding balances on our indebtedness and for general corporate purposes.

The following terms used in this Annual Report on Form 10-K will have the meanings described below:

▪GLA – refers to gross leasable area of space in square feet.

▪Anchor – refers to a department store, other large retail store, non-retail space or theater greater than or equal to 50,000 square feet.

▪Junior Anchor - retail store, non-retail space or theater comprising 20,000 square feet and greater, but less than 50,000 square feet.

▪Inline – retail store or non-retail space comprising less than 20,000 square feet.

▪Freestanding – property locations that are not attached to the primary complex of buildings that comprise the mall shopping center.

▪Outparcel – land and freestanding developments, such as retail stores, banks and restaurants, which are generally on the periphery of our properties.

2

Significant Markets and Tenants

Top Five Markets

Our top five markets, based on the percentage of our share of total revenues attributable to each such market, were as follows for the year ended December 31, 2025:

Market	Percentage of Total Revenues (1)
Chattanooga, TN		6.7	%
St. Louis, MO		6.5	%
Nashville, TN		5.0	%
Lexington, KY		4.3	%
Kansas City, KS		4.2	%

(1)Includes the Company’s proportionate share of total revenues from consolidated and unconsolidated affiliates based on the ownership percentage in the respective joint venture and any other applicable terms.

Top 25 Tenants

Our top 25 tenants based on percentage of total revenues were as follows for the year ended December 31, 2025:

	Tenant	Number of Stores		Square Feet		Percentage of Total Revenues (1)
1	Victoria's Secret & Co.		46		379,689		2.67	%
2	Signet Group, PLC (2)		107		156,889		2.60	%
3	American Eagle Outfitters, Inc.		59		361,167		2.45	%
4	Pentland Group (3)		62		362,211		2.25	%
5	Dick's Sporting Goods, Inc. (4)		22		1,432,702		2.16	%
6	Foot Locker, Inc.		59		295,067		2.08	%
7	Bath & Body Works, Inc.		54		230,521		1.82	%
8	Genesco Inc. (5)		70		139,832		1.50	%
9	Knitwell Group		80		356,897		1.46	%
10	Catalyst Brands		72		3,302,484		1.29	%
11	The Buckle, Inc.		35		183,384		1.24	%
12	Luxottica Group S.P.A. (6)		70		150,562		1.17	%
13	The Gap Inc.		40		479,672		1.16	%
14	Sycamore Partners		94		321,416		1.04	%
15	Ames Watson, LLC (7)		94		120,105		0.98	%
16	Abercrombie & Fitch, Co.		28		190,727		0.97	%
17	Barnes & Noble, Inc.		18		473,262		0.94	%
18	Cinemark Corp.		7		354,786		0.88	%
19	H & M Hennes & Mauritz AB		34		720,910		0.88	%
20	The TJX Companies, Inc. (8)		18		518,467		0.88	%
21	Spencer Spirit Holdings, Inc.		44		103,126		0.85	%
22	Shoe Show, Inc.		26		333,408		0.76	%
23	Ulta Salon, Cosmetics & Fragrance, Inc.		22		226,665		0.75	%
24	GoTo Foods (9)		60		41,240		0.74	%
25	Darden Restaurants, Inc.		32		218,701		0.63	%
			1,253		11,453,890		34.15	%

(1)Includes the Company’s proportionate share of total revenues from consolidated and unconsolidated affiliates based on the ownership percentage in the respective joint venture and any other applicable terms.

(2)Signet Group, PLC. operates Kay Jewelers, Marks & Morgan, JB Robinson, Shaw's Jewelers, Osterman's Jewelers, LeRoy's Jewelers, Jared Jewelers, Belden Jewelers, Ultra Diamonds, Rogers Jewelers, Zales, Peoples, Banter by Piercing Pagoda and Piercing Pagoda.

(3)Pentland Group is formerly known as Finish Line, Inc. and operates Finish Line, City Gear, Hibbett Sports, JD Sports and Shoe Palace.

(4)Dick's Sporting Goods, Inc. operates Dick's Sporting Goods, Golf Galaxy and Field & Stream. Includes a former Sears lease acquired by Dick's Sporting Goods, Inc. for future redevelopment.

(5)Genesco Inc. operates Journey's, Underground by Journey's, Shi by Journey's, Johnston & Murphy, Hat Shack, Lids, Hat Zone and Clubhouse.

(6)Luxottica Group S.P.A. operates Lenscrafters, Pearle Vision and Sunglass Hut.

(7)Ames Watson, LLC operates Lid's, Lid's Locker Room and Claire's.

(8)The TJX Companies, Inc. operates T.J. Maxx, Marshalls, HomeGoods and Sierra Trading Post.

(9)GoTo Foods operates Cinnabon, Auntie Anne's, Moe's Southwest Grill, McAlister's Deli and Jamba.

3

Operating Strategy

We operate a diverse portfolio of dynamic properties including enclosed regional malls, outlet centers, lifestyle centers and open-air centers. Our assets are located in strong mid-tier markets with a focus in the growing southeast and midwest. Approximately 30% of our 2025 same-center net operating income ("NOI") was generated by non-enclosed mall assets. Our primary objective is to operate our portfolio to maximize the long-term value of our company by generating increasing levels of NOI and improving free cash flow through a variety of methods as further discussed below.

NOI is a non-GAAP measure. For a description of NOI, a reconciliation from net income (loss) to NOI, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure – Same-center Net Operating Income in “Results of Operations.”

Internal Growth

We look to generate internal growth through a variety of strategies. We incorporate contractual rent increases in our leases and negotiate increases in rental rates as leases mature, when possible. We aggressively pursue new tenants to maintain and grow occupancy, enhance our tenant mix to meet changing consumer demand and improve the credit quality of our tenant base. We actively manage our properties including a focus on controlling operating expenses with a goal of maintaining or improving operating margins and enhancing cash flows, while providing a high-quality customer experience. We pursue opportunities to generate ancillary revenues at our properties when space is available for shorter terms through temporary leases and license agreements, as well as advertising including sponsorships and promotional activities. These programs allow us to maximize revenues in our centers during downtime between permanent leases, as well as monetize other aspects of the property.

Asset Densification

Our strategy of owning a diverse portfolio of dynamic properties in strong mid-tier markets has served the company well as CBL’s dominant locations generate significant demand from retail and non-retail users alike. We actively evaluate unused parking fields and available land for primarily non-retail densification projects, which provides us with the opportunity to capitalize on the embedded equity value of our land and increase the overall value of our properties. We believe the addition of non-retail users drives new and additional traffic and sales to our centers, which may preserve or enhance their dominant position in the market.

Through redevelopment we capitalize on opportunities to increase the productivity of previously occupied space and enhance the overall value of the centers by re-tenanting and/or changing the use of the space, as well as aesthetic upgrades. Redevelopments may result from acquiring or regaining possession of Anchor space (such as former department stores) and re-leasing to a single user, subdividing it into multiple spaces or razing the building for new development. When evaluating a redevelopment project, we review the stand-alone cost and returns, terminal value and co-tenancy, as well as the impact that the project and new tenant(s) is expected to have on the rest of the property including the aesthetic impact and improvements to traffic, sales and leasing demand.

See Developments and Redevelopments in Item 7 of this Annual Report for information on the projects completed during 2025 and under construction at December 31, 2025.

Active Portfolio Management and Asset Recycling

We actively manage our asset base with the goal of enhancing the overall quality and value of our portfolio. We regularly review our portfolio to identify assets that no longer fit our strategy or where we believe it appropriate to redeploy resources into investments with higher growth or higher return opportunities. We also selectively acquire properties, including enclosed regional malls that we believe will be additive to our portfolio by providing stable and/or growing cash flow, redevelopment opportunities or other opportunities to realize value. We also selectively acquire available anchors or parcels that we believe will provide resilient cash flows or that can appreciate in value by increasing NOI through our redevelopment, leasing and management expertise.

Balance Sheet Strategy

Our balance sheet strategy is focused on reducing overall debt, extending our debt maturity schedule, limiting exposure to floating rate debt and recourse loans and lowering our overall cost of borrowings to limit maturity risk, improve free cash flow and enhance enterprise value.

We also pursue opportunities to improve the terms of our secured property-level, mortgage loans including refinancing loans at lower interest rates and longer-term maturities. We are exploring refinancing opportunities in the open lending market, as appropriate, in addition to working with our current lenders toward favorable modifications of existing loans.

4

Corporate Responsibility/Green Building Practices

CBL’s Corporate Responsibility ("CR") efforts are led by the CR Steering Committee, a dedicated leadership committee that focuses on factors including Sustainability, Social Governance and Corporate Governance as well as reporting to CBL’s board of directors, on our website and in public filings. The members that make up this committee represent various departments within CBL, such as Management, Investor Relations, People & Culture, Legal, Technology Solutions, Corporate & Public Relations and Operations Services with day-to-day efforts for sustainability led by our Vice President - Sustainability. The Nominating/Corporate Governance Committee of CBL's board of directors is responsible for oversight of the Company’s CR efforts. Part of our efforts includes regularly reviewing existing policies and procedures to incorporate current best practices and working to ensure compliance with new regulations including related reporting and disclosures. More information on this program and others, including social responsibility and community involvement initiatives, is available in the Human Capital section below and on dedicated web pages at cblproperties.com/corporate-responsibility/overview. The information on our web site is not, and should not be considered, a part of this Form 10-K.

Environmental Matters

A discussion of the current effects and potential impacts on our business and properties of compliance with federal, state and local environmental regulations is presented in Item 1A of this Annual Report on Form 10-K under the subheading “Risks Related to Real Estate Investments and Our Business.”

Competition

Our properties compete with various shopping facilities in attracting retailers to lease space. In addition, retailers at our properties face competition from online shopping alternatives, discount shopping centers, outlet centers, wholesale clubs, direct mail, television shopping networks and other retail shopping developments. The extent of the retail and non-retail competition varies from market to market. We work aggressively to attract customers through marketing promotions and social media campaigns. Many of our retailers have adopted an omni-channel approach which leverages sales through both digital and traditional retailing channels.

Seasonality

The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rent income in the fourth quarter. Additionally, our properties earn most of their “temporary” rents (rents from short-term tenants) during the holiday period. Thus, occupancy levels and revenues are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of our fiscal year.

Equity

Common Stock

Our authorized common stock consists of 200,000,000 shares at $0.001 par value per share. We had 30,322,052 shares of common stock issued and outstanding as of December 31, 2025, excluding 34 treasury shares.

Preferred Stock

Our authorized preferred stock consists of 15,000,000 shares at $0.001 par value per share. No shares of preferred stock were issued and outstanding as of December 31, 2025.

Financial Information about Segments

See Note 11 to the consolidated financial statements for information about our reportable segments.

Human Capital

We believe our people are critical to the success of our company. We are committed to providing a work environment that attracts, develops, and retains high-performing team members and to promoting a culture that allows each team member to feel respected, included and empowered. We engage with our employees regularly and in 2025 completed an employee engagement assessment. The survey netted a 77% response rate and secured CBL Great Place to Work Certification™, with 93% of employees saying it is a great place to work.

CBL does not have any employees other than its statutory officers. As of December 31, 2025, our Management Company had 408 full-time and 92 part-time employees that represented the following voluntarily provided demographics:

•21% racially diverse and 53% female.

•We are proud that 4% of our workforce served in the military.

•Within the team, 3% self-identify as disabled.

5

•Our workforce spans multiple generations, including Gen X (247), Gen Y (147), and Baby Boomers (69), with a growing Gen Z presence (36) and representation from Traditionalists (1).

CBL continues to benefit from low voluntary employee turnover, which was approximately 7% in 2025 (6% in 2024), reflecting the stability, engagement, and continuity of its workforce. While CBL supports employees’ freedom of association, it maintains direct relationships with its employees, and none of its workforce is currently represented by a labor union. Management considers its employee relations to be positive and believes that maintaining open communication and responsiveness to employee feedback contributes to a productive and stable work environment

To attract, retain and develop our high-performing team members, we offer compensation programs that include a mix of salaries, variable incentive bonuses and equity-based awards. To help ensure pay for performance alignment, CBL team members and their direct managers participate in an annual performance evaluation process. The evaluation process includes interactive goal setting and feedback designed to enhance performance, engagement, and professional development. Annually, we conduct a compensation analysis to ensure any pay gaps are reviewed and addressed. Our compensation programs are supplemented by comprehensive employment benefits as well as training and educational programs. Certain benefits are also available to part-time CBL team members.

We provide our team with learning and development opportunities including conferences, leadership programs, and other ad hoc training programs. Programs cover a variety of topics such as career development and skills training; health, well-being, and safety; inclusion and belonging; and more. We also mandate cybersecurity training and ethics training for all full-time employees. In 2025, CBL team members completed 3,571 hours of training. In 2025, CBL launched the CBL Employee Learning Reimbursement Program which helps support a culture of continuous learning by reimbursing employees for personal and professional development opportunities. Employees can seek reimbursement for courses, certifications, books and other learning resources.

We also continued our outreach efforts in recruiting through partnership with Transition Overwatch, which targets Veterans.

We have long maintained several employee-led programs, including CBL Community, CBL Cares, CBL Fit and CBL Social.

CBL Community is focused on initiatives that emphasize the importance and focus we place on people, the driving force behind CBL. CBL Community pursues internal and external endeavors to improve organizational impacts that help foster an inclusive environment for our team members and our customers through education, engagement initiatives, and the creation of opportunities and partnerships with a broad array of groups, including underrepresented groups. In 2025, CBL Community advanced its focus on employee development and inclusion through ongoing initiatives such as the employee book club and a robust calendar of educational programs. Highlights included a special Veteran’s Day presentation by a noted author, along with new sessions designed to broaden perspectives and foster a more connected and informed team.

CBL Cares partners with and supports local charitable organizations that contribute to the growth and development of the communities we serve. In 2025, our team volunteered 1,109 hours with non-profit organizations across our portfolio through our CBL Cares program. We also continued matching gifts, which allows employees to submit their individual charitable contributions for a 1:1 company match up to $100 per donation. In total, through volunteer hours, corporate donations, matching gifts, CBL Cares grants, and our annual United Way workplace campaign we provided support valued at nearly $177,000 to organizations across our portfolio that work to meet the needs of our communities.

CBL Fit provides advocacy of wellness for the whole person at work and CBL Social provides engagement opportunities and interconnectivity through team-based events.

Corporate Offices

Our principal executive offices are located at CBL Center, 2030 Hamilton Place Boulevard, Suite 500, Chattanooga, Tennessee, 37421 and our telephone number is (423) 855-0001.

Available Information

There is additional information about us on our web site at cblproperties.com. Electronic copies of our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, are available free of charge by visiting the “Investor Relations” section of our web site. These reports are posted as soon as reasonably practical after they are electronically filed with, or furnished to, the SEC. The information on our web site is not, and should not be considered, a part of this Form 10-K. The SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

6

ITEM 1A. RISK FACTORS

Set forth below are certain factors that may adversely affect our business, financial condition, results of operations and cash flows. Any one or more of the following factors may cause our actual results for various financial reporting periods to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. See “Cautionary Statement Regarding Forward-Looking Statements” contained herein on page 1.

RISK FACTOR SUMMARY

The following is a summary of the most significant risks relating to our business activities that we have identified. If any of these risks occur, our business, financial condition or results of operation, including our ability to generate cash and make distributions, could be materially adversely affected. For a more complete understanding of our material risk factors, this summary should be read in conjunction with the detailed description of our risk factors which follows this summary.

Risks Related to Real Estate Investments and Our Business

•Real property investments are relatively illiquid and are subject to various risks, many of which are beyond our control, which could cause declines in the revenues and/or underlying value of one or more of our properties. These include, among others:

➢Adverse changes to national, regional and local economic conditions, including increased volatility in the capital and credit markets, as well as changes in consumer confidence and consumer spending patterns.

➢Possible inability to lease space in our properties on favorable terms, or at all.

➢Potential loss of one or more significant tenants, due to bankruptcies or consolidations in the retail industry.

➢Increased operating costs, such as repairs and maintenance, real property taxes, utility rates and insurance.

➢Adverse changes in governmental regulations and related costs, including potential significant costs related to compliance with environmental laws and disclosure requirements.

➢Competition from other retail facilities, and from alternatives to traditional retail such as online shopping.

•Certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours.

•Inflation continues to impact our financial condition and results of operations.

•Increased expenses, decreased occupancy rates, tenants converting to gross leases and requesting deferrals and rent abatements may not allow us to recover the majority of our CAM, real estate taxes and other operating expenses.

•Bankruptcy of joint venture partners could impose delays and costs on us with respect to jointly owned retail properties.

•We use artificial intelligence ("AI") in our business and its use involves technological and legal risk.

•We face possible risks associated with climate change, which may increase our future expenses.

•An increasingly complex and shifting landscape related to reporting sustainability factors and metrics may impose additional costs and expose us to new risks.

•Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations.

•Social unrest and acts of vandalism or violence could adversely affect our business operations.

•Our properties may be subject to impairment charges which could adversely affect our financial results.

•While cybersecurity attacks, to date, have not materially impacted our financial results, future cyberattacks, cyberintrusions or other disruptions of our information technology networks - including any loss of access to cloud computing services or other critical vendors - could disrupt our operations, compromise confidential information and adversely impact our financial condition, and the cost of preventative measures - which may not be effective in all cases - continues to increase.

•Use of social media may adversely impact our reputation and business.

•Our success depends, in part, on our ability to attract and retain talented employees, and the loss of any one of our key personnel could adversely impact our business.

•Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make expenditures that could adversely affect our cash flows.

•Uninsured losses could adversely affect us, and in the future our insurance may not cover acts of terrorism.

•Our historical financial information may not be indicative of our future financial performance.

•Any future pandemic or a similar threat, and governmental responses thereto, could materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance.

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Risks Related to Debt and Financial Markets

•A deterioration of the capital and credit markets could adversely affect our ability to access funds and the capital needed to refinance debt or obtain new debt.

•Our indebtedness is substantial and many of our assets are encumbered by property-level indebtedness. Both of these factors could impair our ability to obtain additional financing.

•Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distributions to our stockholders, and decrease our stock price, if investors seek higher yields through other investments.

•Various covenants in agreements governing our debt impose restrictions that may affect our ability to operate our business.

•Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of indebtedness and lenders to return payments received from guarantors.

Risks Related to Dividends and Our Stock

•We cannot assure you of our ability to pay dividends or distributions in the future or the amount of any dividends or distributions.

•Our ability to pay dividends on our common stock depends on the distributions we receive from our Operating Partnership, through which we conduct substantially all our business.

•Distributions paid by REITs do not qualify for the reduced tax rates that apply to other corporate distributions.

Risks Related to Geographic Concentrations

•Our properties are located principally in the southeastern and midwestern United States, so our business is subject generally to economic conditions in these regions and, in particular, to adverse economic developments affecting the operating results of our properties in our five largest markets.

Risks Related to Federal Income Tax Laws

•We conduct a portion of our business through taxable REIT subsidiaries, which are subject to certain tax risks.

•If the Operating Partnership fails to qualify as a partnership for U.S. federal income tax purposes, we would fail to qualify as a REIT and would suffer adverse consequences.

•Complying with REIT requirements might cause us to forego otherwise attractive opportunities, and failing to qualify as a REIT would reduce our funds available for distribution to stockholders.

•Transfers of our capital stock to any person in excess of the ownership limits necessary to maintain our status as a REIT would be deemed void ab initio, and those shares would automatically be transferred to the Company as trustee of a charitable trust.

•We must satisfy minimum distribution requirements to maintain our status as a REIT, which may limit the amount of cash available for use in growing our business.

•Transfers or issuances of equity may impair our ability to utilize the existing tax basis in our assets, our federal income tax net operating loss carryforwards and other tax attributes.

Risks Related to Our Organizational Structure

•The ownership limit described above, as well as certain provisions in our Second Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) and our Fifth Amended and Restated Bylaws (our “Bylaws”), may hinder any attempt to acquire us.

•Our Certificate of Incorporation contains a provision renouncing our interest and expectancy in certain corporate opportunities identified by our non-employee directors and their affiliates.

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RISKS RELATED TO REAL ESTATE INVESTMENTS AND OUR BUSINESS

Real property investments are subject to various risks, many of which are beyond our control, which could cause declines in the operating revenues and/or the underlying value of one or more of our properties.

A number of factors may decrease the income generated by a retail shopping center property, including:

•national, regional and local economic climates, which may be negatively impacted by loss of jobs, production slowdowns, inflation, border security, tariffs, adverse weather conditions, natural disasters, acts of violence, war, riots or terrorism, declines in residential real estate activity and other factors which tend to reduce consumer spending on retail goods;

•adverse changes in levels of consumer spending, consumer confidence and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual profits);

•local real estate conditions, such as an oversupply of, or reduction in demand for, retail space or retail goods, and the availability and creditworthiness of current and prospective tenants;

•increased operating costs, such as increases in repairs and maintenance, real property taxes, utility rates and insurance premiums;

•delays or cost increases associated with the opening of new properties or redevelopment and expansion of properties, due to higher than estimated construction costs, cost overruns, delays in receiving zoning, occupancy or other governmental approvals, lack of availability of materials and labor, weather conditions, and similar factors which may be outside our ability to control;

•perceptions by retailers or shoppers of the safety, convenience and attractiveness of the shopping center;

•the convenience and quality of competing retail properties and other retailing options, such as the internet and the adverse impact of online sales; and

•public health emergencies or the threat of a public health emergency, which could cause customers of our tenants to avoid public places where large crowds are in attendance, such as shopping centers and related entertainment, hotel, office or restaurant properties operated by our tenants.

In addition, other factors may adversely affect the value of our properties without affecting their current revenues, including:

•an environment of rising interest rates, which could negatively impact both the value of commercial real estate such as retail shopping centers and the overall retail climate;

•adverse changes in governmental regulations, such as local zoning and land use laws, environmental regulations or local tax structures that could inhibit our ability to proceed with development, expansion or renovation activities that otherwise would be beneficial to our properties;

•potential environmental or other legal liabilities that reduce the amount of funds available to us for investment in our properties; and

•any inability to obtain sufficient financing (including construction financing, permanent debt, secured and unsecured notes issuances, lines of credit and term loans), or the inability to obtain such financing on commercially favorable terms, to fund repayment of maturing loans, new developments, acquisitions, and property redevelopments, expansions and renovations which otherwise would benefit our properties.

Illiquidity of real estate investments could significantly affect our ability to respond to adverse changes in the performance of our properties and harm our financial condition.

Substantially all our consolidated assets consist of investments in real estate properties. Because real estate investments are relatively illiquid, our ability to quickly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. We cannot predict whether we will be able to sell any property for the price or on the terms we set, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a property. In addition, prevailing economic and capital market conditions might make it more difficult for us to sell properties or might adversely affect the price we receive for properties that we do sell, as prospective buyers might experience increased costs of debt financing or other difficulties in obtaining debt financing.

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Moreover, there are some limitations under federal income tax laws applicable to REITs that limit our ability to sell assets. In addition, because many of our properties are mortgaged to secure our debts, we may not be able to obtain a release of a lien on a mortgaged property without the payment of the associated debt or release price, and/or a substantial prepayment penalty, or transfer of debt to a buyer, which restricts our ability to dispose of a property, even though the sale might otherwise be desirable. Furthermore, the number of prospective buyers interested in purchasing shopping centers is limited. Therefore, if we want to sell one or more of our properties, we may not be able to dispose of it in the desired time period and may receive less consideration than we originally invested in the property.

Before a property can be sold, we may be required to make expenditures to correct defects or to make improvements. We cannot assure you that we will have funds available to correct those defects or to make those improvements, and if we cannot do so, we might not be able to sell the property, or might be required to sell the property on unfavorable terms. In acquiring a property, we might agree to provisions that materially restrict us from selling that property for a period of time or impose other restrictions, such as limitations on the amount of debt that can be placed or repaid on that property. These factors and any others that would impede our ability to respond to adverse changes in the performance of our properties could adversely affect our financial condition and results of operations.

We may elect not to proceed with certain developments, redevelopments or expansion projects once they have been undertaken, resulting in charges that could have a material adverse effect on our results of operations for the period in which the charge is taken.

We will incur various risks in connection with any developments, redevelopments or property expansions, including the risk that developments, redevelopments or expansion opportunities explored by us may be abandoned for various reasons including, but not limited to, credit disruptions that require the Company to conserve its cash until the capital markets stabilize or alternative credit or funding arrangements can be made. Developments, redevelopments or expansions also include the risk that construction costs of a project may exceed original estimates, possibly making the project unprofitable. Other risks include the risk that we may not be able to refinance construction loans which are generally with full recourse to us, the risk that occupancy rates and rents at a completed project will not meet projections and will be insufficient to make the project profitable, and the risk that we will not be able to obtain Anchor, mortgage lender and property partner approvals for certain expansion activities.

When we elect not to proceed with a development opportunity, the development costs ordinarily are charged against income for the then-current period. Any such charge could have a material adverse effect on our results of operations for the period in which the charge is taken.

Certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours and thereby constrain us from taking actions concerning these properties which otherwise would be in the best interests of the Company and our stockholders.

We own partial interests in 4 malls, 5 outlet centers, 1 lifestyle center, 11 open-air centers, 2 office buildings and 2 hotels. Of those interests, 2 malls, 3 outlet centers, 2 open-air centers and 2 hotels are all owned by unconsolidated joint ventures and are managed by a property manager that is affiliated with the third-party partner, which receives a fee for its services. The third-party partner of each of these properties controls the cash flow distributions, although our approval is required for certain major decisions. We have interests in two outlet centers that are owned by consolidated joint ventures and managed by a property manager that is affiliated with the third-party partner, which receives a fee for its services.

Where we serve as managing general partner (or equivalent) of the entities that own our properties, we may have certain fiduciary responsibilities to the other owners of those entities. In certain cases, the approval or consent of the other owners is required before we may sell, finance, expand or make other significant changes in the operations of such properties. To the extent such approvals or consents are required, we may experience difficulty in, or may be prevented from, implementing our plans with respect to expansion, development, financing or other similar transactions with respect to such properties.

With respect to those properties for which we do not serve as managing general partner (or equivalent), we do not have day-to-day operational control or control over certain major decisions, including leasing and the timing and amount of distributions, which could result in decisions by the managing entity that do not fully reflect our interests. This includes decisions relating to the requirements that we must satisfy in order to maintain our status as a REIT for tax purposes. However, decisions relating to sales, expansion and disposition of all or substantially all of the assets and financings are subject to approval by the Operating Partnership.

Inflation has impacted and may continue to impact our financial condition and results of operations.

Inflationary pressures pose risks to the Company’s business, tenants and the U.S. economy. Inflationary price increases could have an adverse effect on consumer spending, which could impact our tenants’ sales and, in turn, our tenants’ business operations. This could affect our tenants’ ability to pay rent and, to the extent their leases provide for

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additional rent based on a percentage of sales, could have either positive (based on increased prices) or negative (based on decreased consumer spending) effects on such rent. Also, inflation has caused increases in operating expenses, which could increase occupancy costs for tenants and, to the extent that we are unable to recover operating expenses from tenants, could increase operating expenses for us. In addition, if the rate of inflation exceeds the scheduled rent increases included in our leases, then our net operating income and our profitability would decrease. Further, inflationary pricing may have a negative effect on the construction costs necessary to complete our development and redevelopment projects, including, but not limited to, costs of construction materials, labor and services from third-party contractors and suppliers. Inflation also has resulted in increases in market interest rates, which not only negatively impact consumer spending and tenant investment decisions, but also increases the borrowing costs associated with our existing or any future variable-rate debt, to the extent such rates are not effectively hedged or fixed, or any future debt that we incur. Inflation might also inhibit our ability to obtain new financing or refinancing.

Increased operating expenses, decreased occupancy rates, tenants converting to gross leases and requesting deferrals and rent abatements may not allow us to recover the majority of our CAM, real estate taxes and other operating expenses from our tenants, which could adversely affect our financial position, results of operations and funds available for future distributions.

Energy costs, repairs, maintenance and capital improvements to common areas of our properties, janitorial services, administrative, property and liability insurance costs and security costs are typically allocable to our properties’ tenants. Our lease agreements typically provide that the tenant is responsible for a portion of the common area maintenance ("CAM") and other operating expenses. The majority of our current leases require an equal periodic tenant reimbursement amount for our cost recoveries, which serves to fix our tenants’ CAM contributions to us. In these cases, a tenant will pay a fixed amount, or a set expense reimbursement amount, subject to annual increases, regardless of the actual amount of operating expenses. The tenant’s payment remains the same regardless of whether operating expenses increase or decrease, causing us to be responsible for any excess amounts or to benefit from any declines. As a result, the CAM and tenant reimbursements that we receive may or may not allow us to recover a substantial portion of these operating costs.

There is also a trend of more tenants moving to gross leases with periodic increases, which provide that the tenant pays a single specified amount, with no additional payments for reimbursements of the tenant’s portion of operating expenses. As a result, we are responsible for any increases in operating expenses, and benefit from any decreases in operating expenses.

Additionally, in the event that our properties are not fully occupied, we would be required to pay the portion of any operating, redevelopment or renovation expenses allocable to the vacant space(s) that would otherwise typically be paid by the residing tenant(s).

International trade disputes, including U.S. trade tariffs and retaliatory tariffs, could adversely impact our business.

International trade disputes, including threatened or implemented tariffs imposed by the United States and threatened or implemented tariffs imposed by foreign countries in retaliation, could adversely impact our business. Many of our tenants sell imported goods, and tariffs or other trade restrictions could materially increase costs for these tenants. To the extent our tenants are unable to pass these costs on to their customers, our tenants’ operations could be adversely impacted, which among other things, could weaken demand by those tenants for our real estate. If the operations of potential future tenants are similarly adversely impacted, overall demand for our real estate may also weaken. In addition, international trade disputes, including those related to tariffs, could result in inflationary pressures that directly impact our costs, such as costs for steel, lumber and other materials applicable to our redevelopment projects. Trade disputes could also adversely impact global supply chains which could further increase costs for us and our tenants or delay delivery of key inventories and supplies.

Bankruptcy of joint venture partners could impose delays and costs on us with respect to the jointly owned retail properties.

The bankruptcy of one of the other investors in any of our jointly owned shopping centers could materially and adversely affect the relevant property or properties. Under the bankruptcy laws, we would be precluded from taking some actions affecting the estate of the other investor without prior approval of the bankruptcy court, which would, in most cases, entail prior notice to other parties and a hearing in the bankruptcy court. At a minimum, the requirement to obtain court approval may delay the actions we would or might want to take. If the relevant joint venture through which we have invested in a property has incurred recourse obligations, the discharge in bankruptcy of one of the other investors might result in our ultimate liability for a greater portion of those obligations than we would otherwise bear.

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We may be unable to lease space in our properties on favorable terms, or at all.

Our results of operations depend on our ability to continue to lease space in our properties, including vacant space and re-leasing space in properties where leases are expiring, optimizing our tenant mix, or leasing properties on economically favorable terms. Because we have leases expiring annually, we are continually focused on leasing our properties. Similarly, we are pursuing a strategy of replacing expiring short-term leases with long-term leases. For more information on lease expirations see Mall Lease Expirations, Outlet Center Lease Expirations, Lifestyle Center Lease Expirations and Open-Air Center Lease Expirations under Item 2 - Properties in this report.

There can be no assurance that our leases will be renewed, that bankrupt tenants will assume our leases, or that vacant space will be re-leased at rates equal to or above the current average net effective rental rates or that substantial rent abatements, tenant improvements, early termination rights or below market renewal options will not be offered to attract new tenants or retain existing tenants. If the rental rates decrease, if our existing tenants do not renew their leases, reject our leases in bankruptcy, or if we do not re-lease a significant portion of our available space and space for which leases will expire, our financial condition and results of operations could be adversely affected.

We use AI in our business and its use involves technological and legal risk.

We currently use AI in certain internal business processes. Technological advances in AI are rapidly evolving, and along with this rapid evolution comes risks and challenges that could negatively impact our business. AI may create incomplete, inaccurate, or misleading outputs or other discriminatory or unexpected results or behaviors, such as hallucinatory behavior that can generate irrelevant, nonsensical, or factually incorrect results. While we take measures designed to ensure the accuracy of such AI-generated content, those measures may not always be successful. Accordingly, reliance on these models could lead us to make impaired decisions that could result in adverse consequences to us, including legal liability, reputational and competitive harm. Additionally, sensitive or otherwise confidential information could be leaked, disclosed, or revealed in connection with the use of AI by our employees, vendors or contractors and, where an AI model processes personal information and makes connections with that data, it may disclose sensitive, proprietary, or confidential information generated by the model. Furthermore, bad actors may utilize AI to obtain sensitive or confidential information concerning our business.

Uncertainty in the regulatory environment relating to AI may hinder our ability to use such technologies in our business or require us to change our business practices, which could decrease any benefits from using AI and negatively impact our business. Additionally, we may need to expend additional resources to modify and maintain our use of AI to comply with applicable law, and failure to do so may lead to regulatory fines or penalties.

We face possible risks associated with climate change.

We may become subject to laws or regulations related to climate change, which could cause our business, results of operations and financial condition to be impacted adversely. Some of the states and localities in which we operate may enact certain climate change laws and regulations or have begun regulating carbon footprints and greenhouse gas emissions. Although these laws and regulations have not had any known material adverse effects on our business to date, they could result in substantial costs, including compliance costs, increased energy costs, retrofit costs and construction costs, including monitoring and reporting costs, and capital expenditures for environmental control facilities and other new equipment. We have implemented strategies to support our continued effort to reduce energy and water consumption, greenhouse gas emissions and waste production across our portfolio. We cannot predict how future laws and regulations, or future interpretations of current laws and regulations, related to climate change will affect our business, results of operations and financial condition. Additionally, the potential physical impacts of climate change on our operations are highly uncertain, and would be particular to the geographic circumstances in areas in which we operate. These may include changes to global weather patterns, which could include local changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperature averages or extremes. These impacts may adversely affect our properties, our business, financial condition and results of operations.

An increasingly complex and shifting landscape related to reporting sustainability factors and metrics may impose additional costs and expose us to new risks.

Certain investors and other stakeholders have become more focused on understanding how companies address a variety of sustainability factors in their businesses. As they evaluate investment decisions, many investors look not only at company disclosures but also to sustainability rating systems that have been developed by third parties to allow such comparisons among companies. Although we participate in a number of these ratings systems, we do not participate in all such systems. The criteria used in these ratings systems may conflict and change frequently, and we cannot predict how these third parties will score us, nor can we have any assurance that they score us accurately or other companies accurately or that other companies have provided them with accurate data. We supplement our participation in ratings systems with published disclosures of our sustainability initiatives and activities, but some investors may desire other disclosures that we

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do not provide. Failure to participate in certain of the third-party ratings systems, failure to score well in those ratings systems or failure to provide certain types of sustainability disclosures could result in reputational harm when investors compare us to other companies, and could cause certain investors to be unwilling to invest in our stock which could adversely impact our stock price.

We may incur significant costs related to compliance with environmental laws, which could have a material adverse effect on our results of operations, cash flows and the funds available to us to pay dividends.

Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of petroleum, certain hazardous or toxic substances on, under or in such real estate. Such laws typically impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such substances. The costs of remediation or removal of such substances may be substantial. The presence of such substances, or the failure to promptly remove or remediate such substances, may adversely affect the owner’s or operator’s ability to lease or sell such real estate or to borrow using such real estate as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of such substances at the disposal or treatment facility, regardless of whether such facility is owned or operated by such person. Certain laws also impose requirements on conditions and activities that may affect the environment or the impact of the environment on human health. Failure to comply with such requirements could result in the imposition of monetary penalties (in addition to the costs to achieve compliance) and potential liabilities to third parties. Among other things, certain laws require abatement or removal of friable and certain non-friable asbestos-containing materials in the event of demolition or certain renovations or remodeling. Certain laws regarding asbestos-containing materials require building owners and lessees, among other things, to notify and train certain employees working in areas known or presumed to contain asbestos-containing materials. Certain laws also impose liability for release of asbestos-containing materials into the air and third parties may seek recovery from owners or operators of real properties for personal injury or property damage associated with asbestos-containing materials. In connection with the ownership and operation of properties, we may be potentially liable for all or a portion of such costs or claims.

All our properties (but not properties for which we hold an option to purchase but do not yet own) have been subject to Phase I environmental assessments or updates of existing Phase I environmental assessments. Such assessments generally consisted of a visual inspection of the properties, review of federal and state environmental databases and certain information regarding historic uses of the property and adjacent areas and the preparation and issuance of written reports. Some of our properties contain, or contained, underground storage tanks used for storing petroleum products or wastes typically associated with automobile service or other operations conducted at our properties. Certain of our properties contain, or contained, dry-cleaning establishments utilizing solvents. Where believed to be warranted, samplings of building materials or subsurface investigations were undertaken. At certain of our properties, where warranted by the conditions, we have developed and implemented an operations and maintenance program that establishes operating procedures with respect to asbestos-containing materials. The cost associated with the development and implementation of such programs was not material. We have also obtained environmental insurance coverage at certain of our properties.

We believe that our properties are in compliance in all material respects with all federal, state and local ordinances and regulations regarding the handling, discharge and emission of hazardous or toxic substances. As of December 31, 2025, we have recorded in our consolidated financial statements a liability of $2.1 million related to potential future asbestos abatement activities at our properties which are not expected to have a material impact on our financial condition or results of operations. We have not been notified by any governmental authority, and are not otherwise aware, of any material noncompliance, liability or claim relating to hazardous or toxic substances in connection with any of our present or former properties. Therefore, we have not recorded any liability related to hazardous or toxic substances. Nevertheless, it is possible that the environmental assessments available to us do not reveal all potential environmental liabilities. It is also possible that subsequent investigations will identify material adverse environmental conditions that have arisen subsequent to the performance of the environmental assessments, or that there are material environmental liabilities of which management is unaware. Moreover, no assurances can be given that (i) future laws, ordinances or regulations will not impose any material environmental liability or (ii) the current environmental condition of our properties has not been or will not be affected by tenants and occupants of our properties, by the condition of properties in the vicinity of our properties or by third parties unrelated to us, the Operating Partnership or the relevant property’s partnership.

Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations.

Future terrorist attacks in the United States, and other acts of violence, including domestic or international terrorism or war, might result in declining consumer confidence and spending, which could harm the demand for goods and services offered by our tenants and the values of our properties, and might adversely affect an investment in our securities. A decrease in retail demand could make it difficult for us to renew or re-lease our properties at lease rates equal to or above historical rates and, to the extent our tenants are affected, could adversely affect their ability to continue to meet obligations

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under their existing leases. Terrorist activities also could directly affect the value of our properties through damage, destruction or loss. Furthermore, terrorist acts might result in increased volatility in national and international financial markets, which could limit our access to capital or increase our cost of obtaining capital.

Social unrest and acts of vandalism or violence could adversely affect our business operations.

Our business may be adversely affected by social, political, and economic instability, unrest, or disruption, including protests, demonstrations, strikes, riots, civil disturbance, disobedience, insurrection and looting in geographic regions where our properties are located. Such events may result in property damage and destruction and in restrictions, curfews, or other governmental actions that could give rise to significant changes in economic conditions and cycles, which may adversely affect our financial condition and operations.

Over the last few years, there have been demonstrations and protests, some of which involved violence, looting, arson and property destruction, in cities throughout the United States. While the majority of protests have been peaceful, looting, vandalism and fires have taken place in certain places, which led to the imposition of mandatory curfews and, in some locations, deployment of the National Guard. Governmental actions taken to protect people and property, including curfews and restrictions on business operations, may disrupt operations, harm perceptions of personal well-being and increase the need for additional expenditures on security resources. The effect and frequency of the demonstrations, protests or other factors is uncertain, and we cannot assure there will not be further political or social instability in the future or that there will not be other events that could lead to further social, political and economic instability. If such events or disruptions persist for a prolonged period of time, our overall business and results of operations may be adversely affected.

Clauses in leases with certain tenants in our properties may include inducements, such as reduced rent and tenant allowance payments or other clauses such as co-tenancy or sales-based kick-out provisions, which can reduce our rents and Funds From Operations (“FFO”), and adversely impact our financial condition and results of operations and the value of our properties. This impact could be exacerbated by the loss of one or more significant tenants, due to lease rejections in bankruptcies or as a result of consolidations in the retail industry.

We could be adversely affected by the bankruptcy, early termination, sales performance, or closing of tenants and Anchors. Certain of our lease agreements include co-tenancy and/or sales-based kick-out provisions which allow a tenant to pay a reduced rent amount and, in certain instances, terminate the lease, if we fail to maintain certain occupancy levels or retain specified named Anchors, or if the tenant does not achieve certain specified sales targets. If occupancy or tenant sales do not meet or fall below certain thresholds, rents we are entitled to receive from our tenants could be reduced. Additionally, some tenants may have rent abatement clauses that delay rent commencement or reduce contractual rents for a prolonged period of time after initial occupancy. The effect of these clauses reduces our rents and FFO while they are applicable. We expect to continue to offer co-tenancy and rent abatement clauses in the future to attract tenants to our properties. As a result, our financial condition and results of operations may be adversely impacted.

The bankruptcy of a tenant could result in the rejection of its lease and potentially trigger co-tenancy or other clauses in other tenants’ leases, which would lower the amount of cash generated by that property. Replacing tenants with better performing, emerging retailers may take longer than our historical experience of re-tenanting due to their lack of infrastructure and limited experience in opening stores as well as the significant competition for such emerging brands. In addition, when a department store operating as an Anchor at one of our properties has ceased operating, in certain instances we have experienced difficulty and delay and incurred significant expense in replacing the Anchor, re-tenanting, or otherwise re-merchandising the use of the Anchor space. This difficulty can be, and in some instances has been, exacerbated if the Anchor space is owned by a third party and we are not able to acquire the space, if the third party’s plans to lease or redevelop the space do not align with our interests or the third party does not act in a timely manner to lease or redevelop the space. In addition, the Anchor’s closing may, and in some instances has, lead to reduced customer traffic and lower mall tenant sales. As a result, we may, and in some instances have, also experience difficulty or delay in leasing spaces in areas adjacent to the vacant Anchor space. The early termination or closing of tenants or Anchors for reasons other than bankruptcy could have a similar impact on the operations of our properties, although in the case of early terminations we may benefit in the short-term from lease termination income.

Certain traditional department stores have experienced challenges including limited opportunities for new investment/openings and declining sales, which lead department stores to close stores or seek rent reductions. Department stores’ market share is declining, and their ability to drive traffic has substantially decreased. Despite traffic to our malls, lifestyle centers and outlet centers traditionally being driven by department store Anchors, in the event of a need for replacement, it has become necessary to consider non-department store Anchors. Certain of these non-department store Anchors may demand higher allowances or other less favorable terms than a standard mall tenant due to the nature of the services/products they provide.

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We are in a competitive business.

There are numerous shopping facilities that compete with our properties in attracting retailers to lease space. Our ability to attract tenants to our properties and lease space is important to our success, and difficulties in doing so can materially impact our properties’ performance. The existence of competing shopping centers could have a material adverse impact on our ability to develop, redevelop or operate properties, lease space to desirable Anchors and tenants, and on the level of rents that can be achieved. In addition, retailers at our properties face continued competition from shopping through various means and channels, including via the internet, lifestyle centers, value and outlet centers, wholesale and discount shopping clubs, and television shopping networks. Competition of this type could adversely affect our revenues and cash available for distribution to shareholders.

As new technologies emerge, the relationship among customers, retailers, and shopping centers are evolving on a rapid basis and we may not be able to adapt to such new technologies and relationships on a timely basis. Our relative size may limit the capital and resources we are willing to allocate to invest in strategic technology to enhance the mall experience, which may make our properties relatively less desirable to anchors, mall tenants, and consumers. Tenants also more commonly utilize their physical stores as part of an omni-channel strategy (allowing customers to shop seamlessly through various sales channels). As a result, customers may make purchases through other sales channels during or immediately after visiting our properties, with such sales not being captured currently in our tenant sales figures or monetized in our minimum or overage rents.

We compete with other major real estate investors with significant capital for attractive investment opportunities. These competitors include other REITs, investment banking firms, and private and institutional investors, some of whom have greater financial resources or have different investment criteria than we do. In particular, there is competition to acquire, develop, or redevelop highly productive retail properties. This could become even more severe as competitors gain size and economies of scale as a result of merger and consolidation activity. This competition may impair our ability to acquire, develop, or redevelop suitable properties, and to attract key retailers, on favorable terms in the future.

Many of our tenants are omni-channel retailers who also distribute their products through online sales and provide options to consumers like buy online pick up in store, buy online ship to store or buy online return to store. Our business currently is predominantly reliant on consumer demand for shopping at physical stores, and our business could be materially and adversely affected if we are unsuccessful in adapting our business to evolving consumer purchasing habits. The increased popularity of digital and mobile technologies has accelerated the transition of a percentage of market share from shopping at physical stores to web-based shopping, and may, particularly in certain market segments, accelerate the long-term penetration of pure online retail. Although a brick-and-mortar presence may have a positive impact on retailers’ online sales, the increased utilization of pure online shopping may lead to the closure of underperforming stores by retailers, which could impact our occupancy levels and the rates that tenants are willing to pay to lease our space. Additionally, the increase in online shopping may result in certain tenants underreporting sales at our properties which may materially and adversely impact our collection of overage rent. Examples may include, retailers and restaurants not reporting curbside pick-up sales or online sales fulfilled with store inventory, and tenants reducing store sales by including online returns processed in the store.

Our properties may be subject to impairment charges which could adversely affect our financial results.

We monitor events or changes in circumstances that could indicate the carrying value of a long-lived asset may not be recoverable. We use significant judgment in assessing events or circumstances which might indicate impairment, including but not limited to, changes in our intent to hold a long-lived asset over its previously estimated useful life. Changes in our intent to hold a long-lived asset has a significant impact on the estimated undiscounted cash flows expected to result from the use and eventual disposition of a long-lived asset and whether a potential impairment loss shall be measured. When indicators of potential impairment are present that suggest that the carrying amounts of a long-lived asset may not be recoverable, we assess the recoverability of the asset by determining whether the asset’s carrying value will be recovered through the estimated undiscounted future cash flows expected from our use and its eventual disposition. In the event that such undiscounted future cash flows do not exceed the carrying value, we adjust the carrying value of the long-lived asset to its estimated fair value and recognize an impairment loss. The estimated fair value is calculated based on the following information, in order of preference, depending upon availability: (Level 1) recently quoted market prices, (Level 2) market prices for comparable properties, or (Level 3) the present value of future cash flows, including estimated salvage value. Certain of our long-lived assets may be carried at more than an amount that could be realized in a current disposition transaction. Projections of expected future operating cash flows require that we estimate future market rental income amounts subsequent to expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject to future events that may alter the assumptions used or management’s estimates of future possible outcomes. Therefore, the future cash flows estimated in our impairment analyses may not be achieved.

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Breaches or other adverse cybersecurity incidents on our systems or those of our service providers or business partners could expose us to liability and lead to the loss or compromise of our information, including confidential information, sensitive information and intellectual property, and could result in a material adverse effect on our business and financial condition.

As a regular part of our business operations, we rely on information technology systems and network infrastructure, including the internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and maintenance of records. We rely on our own systems and also outsource some of our business requirements through service providers and other business partners pursuant to agreements. The risk of a security breach or disruption, particularly through cyberattack or cyberintrusion, including by internal actors, computer hackers, foreign governments and cyberterrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems and infrastructure – and those of our providers/partners – are essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems) and, in some cases, may be critical to the operations of certain of our tenants.

We have experienced adverse security incidents. All incidents experienced to date have been minor in scope and impact, were resolved quickly, had no material impact on the Company’s reputation, financial performance, customer or vendor relationships, and management believes they have posed no material risk of potential litigation or regulatory investigations or actions. We expect unauthorized parties to continue to attempt to gain access to our systems or information, and/or those of our business partners and service providers. These risks may also be intensified by factors such as an increased volume and complexity of cyberattacks during periods of heightened geopolitical tensions and emerging technological innovations, such as the use of AI tools and quantum computing, that may enable malicious actors to develop more advanced social engineering attacks, circumvent security controls, evade detection and remove forensic evidence. Cyberattacks targeting our infrastructure could result in a full or partial disruption of our operations, as well as those of our tenants.

A security incident, breach or other significant disruption involving our information technology networks and related systems could occur due to a virus or other harmful circumstance, intentional penetration or disruption of our information technology resources by a third party, natural disaster, hardware or software corruption or failure or error or poor product or vendor/developer selection (including a failure of security controls incorporated into or applied to such hardware or software), telecommunications system failure, service provider error or failure, intentional or unintentional personnel actions (including the failure to follow our security protocols), or lost connectivity to our networked resources. Such occurrences could disrupt the proper functioning of our networks and systems; result in disruption of business operations and loss of service to our tenants and customers; result in significantly decreased revenues; result in increased costs associated in obtaining and maintaining cybersecurity investigations and testing, as well as implementing protective measures and systems; result in increased insurance premiums and operating costs; result in misstated financial reports and/or missed reporting deadlines; result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; subject us to regulatory investigations and actions; cause harm to our competitive position and business value; and damage our reputation among our tenants and investors generally. Moreover, cyberattacks perpetrated against our Anchors and tenants, including unauthorized access to customers’ credit card data and other confidential information, could subject us to significant litigation, liability and costs, adversely impact our reputation, or diminish consumer confidence and consumer spending and negatively impact our business.

The compromise of our or our business partners’ or service providers’ technology systems resulting in the loss, disclosure, misappropriation of, or access to, our information or that of our tenants, employees or business partners or failure to comply with ever-evolving regulatory obligations or contractual obligations with respect to such information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disruption to our operations and damage to our reputation, any or all of which could adversely affect our business. The costs to remediate breaches and similar system compromises that do occur could be material. In addition, as cybercriminals become more sophisticated, the cost of proactive defensive measures continues to increase.

Although we and our service providers/business partners have implemented processes, procedures and controls to help mitigate these risks, there can be no assurance that these measures, as well as our increased awareness of the risk of cyberincidents, will be effective or that attempted or actual security incidents, breaches or system disruptions that could be damaging to us or others will not occur. Even the most well protected information, networks, systems and facilities remain

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potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk. Lastly, while we have cybersecurity insurance, damages and claims arising from such incidents may not be covered, or may exceed the amount of any insurance coverage.

Use of social media may adversely impact our reputation and business.

There has been a significant increase in the use of social media platforms, including blogs, social media websites and other forms of internet-based communications, which allow individuals access to a broad audience, including our significant business constituents. The availability of information through these platforms is virtually immediate as is its impact and such information may be posted at any time without affording us an opportunity to redress or correct it in a timely manner. This information may be adverse to our interests, may be inaccurate and may harm our reputation, brand image, goodwill, performance, prospects, or business. Furthermore, these platforms may increase the risk of unauthorized disclosure of material non-public Company information.

If a third-party vendor fails to provide agreed upon services, we may suffer losses.

We are dependent and rely on third-party vendors, including cloud providers, for redundancy of our network, system data, security and data integrity. If a vendor fails to provide services as agreed, suffers outages, business interruptions, financial difficulties or bankruptcy, we may experience service interruption, delays, or loss of information. Cloud computing is dependent upon having access to an internet connection in order to retrieve data. If a natural disaster, blackout or other unforeseen event were to occur that disrupted the ability to obtain an internet connection, we may experience a slowdown or delay in our operations. We conduct appropriate due diligence on all services providers and restrict access, use and disclosure of personal information. We engage vendors with formal written agreements clearly defining the roles of the parties and specifying privacy and data security responsibilities.

Declines in economic conditions, including increased volatility in the capital and credit markets, could adversely affect our business, results of operations and financial condition.

An economic recession can result in extreme volatility and disruption of our capital and credit markets. The resulting economic environment may be affected by dramatic declines in the stock and housing markets, increases in foreclosures, unemployment and costs of living, as well as limited access to credit. This economic situation can, and most often will, impact consumer spending levels, which can result in decreased revenues for our tenants and related decreases in the values of our properties. A sustained economic downward trend could impact our tenants’ ability to meet their lease obligations due to poor operating results, lack of liquidity, bankruptcy or other reasons. Our ability to lease space and negotiate rents at advantageous rates could also be affected in this type of economic environment. Additionally, access to capital and credit markets could be disrupted over an extended period, which may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature. Any of these events could harm our business, results of operations and financial condition.

Future litigation could have a material adverse effect on our business, financial condition and results of operations.

We may from time to time be a defendant in lawsuits and regulatory proceedings relating to our business. Such litigation and proceedings may result in defense costs, settlements, fines or judgments against us, some of which may not be covered by insurance. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such litigation or proceedings. An unfavorable outcome may result in our having to pay significant fines, judgments or settlements, which, if uninsured, or if exceeding insurance coverage, could adversely impact our financial condition, cash flows, results of operations and the trading price of our common stock. Additionally, certain proceedings or the resolution of certain proceedings may affect the availability or cost of some of our insurance coverage and expose us to increased risks that would be uninsured.

Our success depends, in part, on our ability to attract and retain talented employees, and the loss of any one of our key personnel could adversely impact our business.

The success of our business depends, in part, on the leadership and performance of our executive management team and key employees, and our ability to attract, retain and motivate talented employees could significantly impact our future performance. Competition for these individuals is intense, and we cannot assure you that we will retain our executive management team and key employees or that we will be able to attract and retain other highly qualified individuals for these positions in the future. Losing any one or more of these persons could have a material adverse effect on our results of operations, financial condition and cash flows.

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Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make expenditures that could adversely affect our cash flows.

All the properties in our portfolio are required to comply with the Americans with Disabilities Act (the “ADA”). Compliance with the ADA requirements could require removal of access barriers, and non-compliance could result in the imposition of fines by the United States government, awards of damages to private litigants, or both. While the tenants to whom our portfolio is leased are obligated to comply with ADA provisions within their leased premises, if required changes within their leased premises involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of tenants to cover costs could be adversely affected. Furthermore, we are required to comply with ADA requirements within the common areas of the properties in our portfolio and we may not be able to pass on to our tenants any costs necessary to remediate any common area ADA issues. In addition, we are required to operate the properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our portfolio. We may be required to make substantial capital expenditures to comply with, and we may be restricted in our ability to renovate or redevelop the properties subject to, those requirements and to comply with the provisions of the ADA. The resulting expenditures and restrictions could have a material adverse effect on our financial condition and operating results.

Uninsured losses could adversely affect our financial condition, and in the future our insurance may not include coverage for acts of terrorism.

We carry a comprehensive blanket policy for general liability, property casualty (including fire, earthquake, flood and wind) and rental loss covering our properties, with specifications and insured limits customarily carried for similar properties. However, even insured losses could result in a serious disruption to our business and delay our receipt of revenue. Furthermore, there are some types of losses, including lease and other contract claims, as well as some types of environmental losses, that generally are not insured or are not economically insurable. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenues from the property. If this happens, we, or the applicable property’s partnership, may still remain obligated under guarantees provided to the lender for any mortgage debt, secured debt or other financial obligations related to the property.

We believe that the general liability and property casualty insurance policies on our properties currently include adequate coverage for losses resulting from acts of terrorism, as defined by TRIPRA. The cost of coverage for acts of terrorism is currently mitigated by the Terrorism Risk Insurance Act (“TRIA”). In January 2015, Congress reinstated TRIA under the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”) and extended the program through December 31, 2020. Under TRIPRA, the amount of terrorism-related insurance losses triggering the federal insurance threshold was raised from $180 million in 2019 to $200 million in 2020. Additionally, the bill increased insurers’ co-payments for losses exceeding their deductibles, in annual steps, from 19% in 2019 to 20% in 2020. Each of these changes may have the effect of increasing the cost to insure against acts of terrorism for property owners, such as the Company, notwithstanding the other provisions of TRIPRA. In December 2019, Congress further extended TRIPRA through December 31, 2027. If TRIPRA is not continued beyond 2027 or is significantly modified, we may incur higher insurance costs and experience greater difficulty in obtaining insurance that covers terrorist-related damages. Our tenants may also have similar difficulties.

Our historical financial information may not be indicative of our future financial performance.

Our capital structure was significantly altered by CBL and the Operating Partnership's, together with certain of its direct and indirect subsidiaries (collectively, the “Debtors”) Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and its Affiliated Debtors (With Technical Modifications) (as modified at Docket No. 1521, the “Plan”). Under fresh-start reporting rules, our assets and liabilities were adjusted to fair values and our accumulated deficit was restated to zero. Accordingly, under fresh-start reporting rules, our financial condition and results of operations following our emergence from bankruptcy will not be comparable to the financial condition and results of operations reflected in our historical financial statements for periods prior to November 1, 2021, the date on which we emerged from bankruptcy.

Any future pandemic or a similar threat, and governmental responses thereto, could once again materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance.

Any future public health emergency could result in governments and other authorities instituting measures intended to control its spread, including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home orders, shelter-in-place orders, density limitations and social distancing measures, or imposing more restrictive measures, in response to our tenants’ and consumers’ perception of the related risks.

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Demand for retail space and the profitability of our properties depends, in part, on the ability and willingness of tenants to enter into and perform obligations under leases. Any future public health emergency could reduce the willingness of customers to visit our properties and adversely impact our tenants’ businesses based on many factors, including local transmission rates, the emergence of new variants, the development, availability, distribution, effectiveness and acceptance of existing and new vaccines, and the effectiveness and availability of cures or treatments.

The impact of a future public health emergency on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and make distributions to our shareholders could depend on additional factors, including:

•the financial condition and viability of our tenants, and their ability or willingness to pay rent in full;

•state, local, federal and industry-initiated tenant relief efforts that may adversely affect landlords, including us, and their ability to collect rent and/or enforce remedies for the failure to pay rent;

•the increased popularity and utilization of e-commerce;

•our ability to renew leases or re-lease available space in our properties on favorable terms or at all, including as a result of a deterioration in the economic and market conditions in the markets in which we own properties or due to restrictions intended to prevent the spread of any future public health emergencies, including any additional government mandated closures of businesses that frustrate our leasing activities;

•a severe and prolonged disruption and instability in the global financial markets, including the debt and equity capital markets, which may adversely impact the valuation of financial assets and liabilities and affect our ability or our tenants’ ability to access capital necessary to fund business operations or repay, refinance or renew maturing liabilities on a timely basis, on attractive terms, or at all;

•a reduction in the cash flows generated by our properties and the values of our properties that could result in impairments or limit our ability to dispose of them at attractive prices or obtain debt financing secured by our properties;

•the complete or partial closure of one or more of our tenants’ manufacturing facilities or distribution centers, temporary or long-term disruption in our tenants’ supply chains from local and international suppliers and/or delays in the delivery of our tenants’ inventory, any of which could reduce or eliminate our tenants’ sales, cause the temporary closure of our tenants’ businesses, and/or result in their bankruptcy or insolvency;

•a negative impact on consumer discretionary spending caused by high unemployment levels, reduced economic activity or a severe or prolonged recession;

•our and our tenants’ ability to manage our respective businesses to the extent our and their management or personnel (including on-site employees) are impacted in significant numbers by any future public health emergency or are otherwise not willing, available or allowed to conduct work, including any impact on our tenants’ ability to deliver timely information to us that is necessary for us to make effective decisions; and

•our and our tenants’ ability to ensure business continuity in the event our or our tenants’ continuity of operations plan is (i) not effective or improperly implemented or deployed or (ii) compromised due to increased cyber and remote access activity due to any future public health emergency.

To the extent any of these risks and uncertainties adversely impact us in the ways described above or otherwise, they may also have the effect of heightening many of the other risks described herein.

RISKS RELATED TO DEBT AND FINANCIAL MARKETS

A deterioration of the capital and credit markets could adversely affect our ability to access funds and the capital needed to refinance debt or obtain new debt.

We are significantly dependent upon external financing to fund the growth of our business and ensure that we meet our debt servicing requirements. Our access to financing depends on the willingness of lending institutions to grant credit to us and conditions in the capital markets in general. An economic recession may cause extreme volatility and disruption in the capital and credit markets. This may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature. Although, we successfully obtained debt for refinancings and retirement of our maturing debt, acquisitions and the construction of new developments and redevelopments in the past, we cannot make any assurances as to whether we will be able to obtain debt in the future, or that the financing options available to us will be on favorable or acceptable terms.

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Our indebtedness is substantial and could impair our ability to obtain additional financing.

At December 31, 2025, our pro-rata share of consolidated and unconsolidated debt outstanding, excluding debt discounts and deferred financing costs, was approximately $2,622.6 million. At December 31, 2025, our total share of consolidated and unconsolidated debt, excluding debt discounts and deferred financing costs, maturing in 2026, 2027 and 2028 giving effect to all maturity extensions, is approximately $670.2 million, $649.5 million and $289.1 million, respectively. Of the $670.2 million that is maturing in 2026, $48.3 million is related to a loan secured by a property that was placed in receivership in connection with the foreclosure process. Additionally, we have $9.7 million of debt, at our share, which matured prior to December 31, 2025, for which we anticipate returning the property to the lender. See Note 7 and Note 8 to the consolidated financial statements for additional information.

Our leverage and the limitations imposed on us by our financing arrangements and debt service obligations could have important consequences. For example, it could:

•result in the acceleration of a significant amount of debt for non-compliance with the terms of such debt or, if such debt contains cross-default or cross-acceleration provisions, other debt;

•result in the loss of assets due to foreclosure or sale on unfavorable terms, which could create taxable income without accompanying cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Internal Revenue Code;

•materially impair our ability to borrow unused amounts under financing arrangements or to obtain additional financing or refinancing on favorable terms or at all;

•require us to dedicate a substantial portion of our cash flow to paying principal and interest on our indebtedness, reducing the cash flow available to fund our business, to pay dividends, including those necessary to maintain our REIT qualification, or to use for other purposes;

•increase our vulnerability to an economic downturn;

•limit our ability to withstand competitive pressures; or

•reduce our flexibility to respond to changing business and economic conditions.

If any of the foregoing occurs, our business, financial condition, liquidity, results of operations and prospects could be materially and adversely affected, and the trading price of our common stock or other securities could decline significantly.

Rising interest rates could both increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for distributions to our stockholders, and decrease our stock price, if investors seek higher yields through other investments.

An environment of rising interest rates could lead holders of our securities to seek higher yields through other investments, which could adversely affect the market price of our stock. One of the factors that has likely influenced the price of our stock in public markets is the annual distribution rate we pay as compared with the yields on alternative investments. In addition, increases in market interest rates could result in increased borrowing costs for us, which could be expected to adversely affect our cash flow and the amounts available for distributions to our stockholders and the Operating Partnership’s unitholders. Further, numerous other factors, such as governmental regulatory action and tax laws, could have a significant impact on the future market price of our stock.

As of December 31, 2025, our total share of consolidated and unconsolidated variable-rate debt, excluding debt discounts and deferred financing costs, was $751.4 million. Increases in interest rates will increase our cash interest payments on any variable-rate debt we have outstanding. If we do not have sufficient cash flow from operations, we might not be able to make all required payments of principal and interest on our debt, which could result in a default or have a material adverse effect on our financial condition and results of operations, and which might have further adverse effects on our cash flow and our ability to make distributions to shareholders. These significant debt payment obligations might also require us to use a significant portion of our cash flow from operations to make interest and principal payments on our debt rather than for other purposes such as working capital, capital expenditures or distributions to holders of our equity securities.

We may not be able to raise capital through financing activities.

Many of our assets are encumbered by property-level indebtedness; therefore, we may be limited in our ability to raise additional capital through property-level or other financings. In addition, our ability to raise additional capital could be

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limited to refinancing existing secured mortgages before their maturity date which may result in yield maintenance or other prepayment penalties to the extent that the mortgage is not open for prepayment at par.

The agreements governing our debt contain various covenants that impose restrictions on us that may affect our ability to operate our business.

Other agreements that we enter into governing our debt have or will contain covenants that impose restrictions on us. These restrictions on our ability to operate our business could harm our business by, among other things, limiting our ability to take advantage of corporate opportunities. Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants. Failure to comply with any of the covenants in our existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions.

We may not be able to generate sufficient cash flow to meet our debt service obligations.

Our ability to meet our debt service obligations on, and to refinance, our indebtedness, and to fund our operations, working capital, acquisitions, capital expenditures and other important business uses, depends on our ability to generate sufficient cash flow in the future. To a certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of which are beyond our control.

We cannot be certain that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to meet our debt service obligations on our indebtedness, or to fund our other important business uses. Additionally, if we incur additional indebtedness in connection with future acquisitions or development projects or for any other purpose, our debt service obligations could increase significantly and our ability to meet those obligations could depend, in large part, on the returns from such acquisitions or projects, as to which no assurance can be given.

We may need to refinance all or a portion of our indebtedness, at or prior to maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:

•our financial condition, liquidity, results of operations and prospects and market conditions at the time; and

•restrictions in the agreements governing our indebtedness.

As a result, we may not be able to refinance any of our indebtedness, on favorable terms, or at all.

If we do not generate sufficient cash flow from operations, and additional borrowings or refinancings are not available to us, we may be unable to meet all our debt service obligations. As a result, we would be forced to take other actions to meet those obligations, such as selling properties, raising equity or delaying capital expenditures, any of which could have a material adverse effect on us. Furthermore, we cannot be certain that we will be able to affect any of these actions on favorable terms, or at all.

Despite our substantial outstanding indebtedness, we may still incur significantly more indebtedness in the future, which would exacerbate any or all the risks described above.

We may be able to incur substantial additional indebtedness in the future. To the extent that we incur substantial additional indebtedness in the future, the risks associated with our substantial leverage described above, including our inability to meet our debt service obligations, would be exacerbated.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of indebtedness and lenders to return payments received from guarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee or payments made pursuant to a guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor, if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee (i) received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee and (ii) one of the following was true with respect to the guarantor:

•the guarantor was insolvent or rendered insolvent by reason of the incurrence of the guarantee;

•the guarantor was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

•the guarantor intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

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In addition, any claims in respect of a guarantee could be subordinated to all other debts of that guarantor under principles of “equitable subordination,” which generally require that the claimant must have engaged in some type of inequitable conduct, the misconduct must have resulted in injury to the creditors of the debtor or conferred an unfair advantage on the claimant, and equitable subordination must not be inconsistent with other provisions of the U.S. bankruptcy code.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

•the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or

•it could not pay its debts as they become due.

The court might also void such guarantee, without regard to the above factors, if it found that a guarantor entered into its guarantee with actual or deemed intent to hinder, delay, or defraud its creditors.

A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee unless it benefited directly or indirectly from the issuance or incurrence of such indebtedness. If a court voided such guarantee, holders of the indebtedness and lenders would no longer have a claim against such guarantor or the benefit of the assets of such guarantor constituting collateral that purportedly secured such guarantee. In addition, the court might direct holders of the indebtedness and lenders to repay any amounts already received from a guarantor.

RISKS RELATED TO DIVIDENDS AND OUR STOCK

We may change the dividend policy for our common stock in the future.

Depending upon our liquidity needs, we reserve the right to pay any or all of a dividend in a combination of cash and shares of common stock, to the extent permitted by any applicable revenue procedures of the Internal Revenue Service (“IRS”). In the event that we should pay a portion of any future dividends in shares of our common stock pursuant to such procedures, taxable U.S. stockholders would be required to pay tax on the entire amount of the dividend, including the portion paid in shares of common stock, in which case such stockholders may have to use cash from other sources to pay such tax. If a U.S. stockholder sells any common stock it receives as a dividend in order to pay its taxes, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold federal tax with respect to any future dividends, including any dividends that are paid in common stock. In addition, if a significant number of our stockholders sell shares of our common stock in order to pay taxes owed on any future dividends, such sales would put downward pressure on the market price of our common stock.

The decision to declare and pay dividends on any outstanding shares of our common stock, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our board of directors and will depend on our earnings, taxable income, FFO, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our then-current indebtedness, the annual distribution requirements under the REIT provisions of the Internal Revenue Code, Delaware law and such other factors as our board of directors deems relevant. Any dividends payable will be determined by our board of directors based upon the circumstances at the time of declaration. Any change in our future dividend policy could have a material adverse effect on the market price of our future outstanding common stock.

Since we conduct substantially all our operations through our Operating Partnership, our ability to pay dividends on our common stock depends on the distributions we receive from our Operating Partnership.

Because we conduct substantially all our operations through our Operating Partnership, our ability to service our debt obligations, as well as our ability to pay any future dividends on our common stock will depend almost entirely upon the earnings and cash flows of the Operating Partnership and the ability of the Operating Partnership to make distributions to us on our ownership interests in our Operating Partnership. Under the Delaware Revised Uniform Limited Partnership Act, the Operating Partnership is prohibited from making any distribution to us to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the Operating Partnership (other than some non-recourse liabilities and some liabilities to the partners) exceed the fair value of the assets of the Operating Partnership.

Additionally, the terms of our secured term loan provide a waterfall calculation for distributions of excess cash flow generated by the properties secured as collateral on the term loan. The waterfall calculation generally provides that the excess cash flow be used for additional payments of principal on the secured term loan before distributions may be made

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for other purposes. In the event of a default, no amounts may be distributed other than to repay the outstanding balance on the secured term loan. This in turn may limit our ability to make some types of payments, including payment of dividends to our stockholders. Any inability to make cash distributions from the Operating Partnership could jeopardize our ability to pay any future dividends to our stockholders for one or more dividend periods which, in turn, could jeopardize our ability to maintain qualification as a REIT.

Distributions paid by REITs do not qualify for the reduced tax rates that apply to other corporate distributions.

The maximum tax rate for "qualified dividends" paid by corporations to non-corporate stockholders generally is 20%. Distributions paid by REITs to non-corporate stockholders generally are taxed at rates lower than ordinary income rates, but those rates are higher than the 20% tax rate on qualified dividend income paid by corporations. Although this does not adversely affect the taxation of REITs or dividends payable by REITs, to the extent that the preferential rates continue to apply to regular corporate qualified dividends, the more favorable rates for corporate dividends may cause non-corporate investors to perceive that an investment in a REIT is less attractive than an investment in a non-REIT entity that pays dividends, thereby reducing the demand and market price of shares of our common stock.

RISKS RELATED TO GEOGRAPHIC CONCENTRATIONS

Since our properties are located principally in the southeastern and midwestern United States, our financial position, results of operations and funds available for distribution to shareholders are subject generally to economic conditions in these regions and, in particular, to adverse economic developments affecting the operating results of properties in our five largest markets.

Our properties are located principally in the southeastern and midwestern United States. Our properties located in the southeastern United States accounted for approximately 51.4% of our total pro-rata share of revenues from all properties for the year ended December 31, 2025 and currently include 20 malls, 3 lifestyle centers, 2 outlet centers, 17 open-air centers, 2 office buildings and 2 hotels. Our properties located in the midwestern United States accounted for approximately 24.7% of our total pro-rata share of revenues from all properties for the year ended December 31, 2025 and currently include 15 malls and 2 open-air centers. Further, our properties located in our five largest metropolitan area markets – Chattanooga, TN; St. Louis, MO; Nashville, TN; Lexington, KY; and Kansas City, KS – accounted for approximately 6.7%, 6.5%, 5.0%, 4.3% and 4.2%, respectively, of our total pro-rata share of revenues for the year ended December 31, 2025. No other market accounted for more than 3.7% of our total pro-rata share of revenues for the year ended December 31, 2025.

Our results of operations and funds available for distribution to shareholders therefore will be impacted generally by economic conditions in the southeastern and midwestern United States, and particularly by the results experienced at properties located in our five largest market areas. While we have properties located in six states across the southwestern, northeastern and western regions, we will continue to look for opportunities to geographically diversify our portfolio in order to minimize dependency on any particular region; however, the expansion of the portfolio through both acquisitions and developments is contingent on many factors including consumer demand, competition and economic conditions.

RISKS RELATED TO FEDERAL INCOME TAX LAWS

We conduct a portion of our business through taxable REIT subsidiaries, which are subject to certain tax risks.

We have established several taxable REIT subsidiaries including CBL Holdings I, LLC, the general partner of the Operating Partnership, and our Management Company. Despite our qualification as a REIT, our taxable REIT subsidiaries must pay income tax on their taxable income. In addition, we must comply with various tests to continue to qualify as a REIT for federal income tax purposes, and our income from and investments in our taxable REIT subsidiaries generally do not constitute permissible income and investments for these tests. While we will attempt to ensure that our dealings with our taxable REIT subsidiaries will not adversely affect our REIT qualification, we cannot provide assurance that we will successfully achieve that result. Furthermore, we may be subject to a 100% penalty tax, or our taxable REIT subsidiaries may be denied deductions, to the extent our dealings with our taxable REIT subsidiaries are not deemed to be arm’s length in nature.

If we fail to qualify as a REIT in any taxable year, our funds available for distribution to stockholders will be reduced.

We intend to continue to operate so as to qualify as a REIT under the Internal Revenue Code. Although we believe that we are organized and operate in such a manner, no assurance can be given that we currently qualify and, in the future, will continue to qualify as a REIT. Such qualification involves the application of highly technical and complex Internal Revenue Code provisions for which there are only limited judicial or administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify. In addition, no assurance can be given that legislation, new regulations, administrative interpretations or court decisions will not significantly change the tax laws with respect to qualification or its corresponding federal income tax consequences. Any such change could have a retroactive effect.

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If in any taxable year we were to fail to qualify as a REIT, we would not be allowed a deduction for distributions to stockholders in computing our taxable income and we would be subject to federal income tax on our taxable income at regular corporate rates. Unless entitled to relief under certain statutory provisions, we also would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. As a result, the funds available for distribution to our stockholders would be reduced for each of the years involved. This would likely have a significant adverse effect on the value of our securities and our ability to raise additional capital. In addition, we would no longer be required to make distributions to our stockholders. We currently intend to operate in a manner designed to qualify as a REIT. However, it is possible that future economic, market, legal, tax or other considerations may cause our board of directors to revoke the REIT election.

If the Operating Partnership fails to qualify as a partnership for U.S. federal income tax purposes, we would fail to qualify as a REIT and would suffer adverse consequences.

As a partnership, the Operating Partnership is not subject to federal income tax on its income. Instead, each of its partners, including us, is allocated, and may be required to pay tax with respect to, such partner's share of its income. We cannot assure you that the IRS will not challenge the status of the Operating Partnership or any other subsidiary partnership or limited liability company in which we own an interest as a disregarded entity or partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating the Operating Partnership or any such other subsidiary as an entity taxable as a corporation for federal income tax purposes, we could fail to meet (and if the Operating Partnership were subject to such treatment, would fail to meet) the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to qualify as a REIT. Also, the failure of the Operating Partnership or any subsidiary partnerships or limited liability company to qualify as a disregarded entity or partnership for applicable income tax purposes could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners or members, including us.

Any issuance or transfer of our capital stock to any person in excess of the applicable limits on ownership necessary to maintain our status as a REIT would be deemed void ab initio, and those shares would automatically be transferred to the Company as trustee of a charitable trust.

To maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) at any time during the last half of a taxable year. Our Certificate of Incorporation generally prohibits ownership of more than 9.9% of the outstanding shares of our capital stock by any single stockholder, either directly or constructively as determined through the application of applicable provisions of the Internal Revenue Code. The approval of our board of directors and the affirmative vote of the holders of a majority of our outstanding voting stock is required to amend this provision.

Our board of directors may, subject to certain conditions, waive the applicable ownership limit upon receipt of a ruling from the IRS or an opinion of counsel to the effect that such ownership will not jeopardize our status as a REIT. Historically, our board of directors has granted such waivers to certain institutional investors based upon the receipt of such opinions from the Company’s tax counsel. Absent any such waiver, however, any issuance or transfer of our capital stock to any person in excess of the applicable ownership limit or any issuance or transfer of shares of such stock which would cause us to be beneficially owned by fewer than 100 persons, will be null and void and the intended transferee will acquire no rights to the stock. Instead, such issuance or transfer with respect to that number of shares that would be owned by the transferee in excess of the ownership limit provision would be deemed void ab initio and those shares would automatically be transferred to a trust with the Company or its designated successor serving as trustee, for the exclusive benefit of a charitable beneficiary to be designated by us. Any acquisition of our capital stock and continued holding or ownership of our capital stock constitutes, under our Certificate of Incorporation, a continuous representation of compliance with the applicable ownership limit.

In order to maintain our status as a REIT and avoid the imposition of certain additional taxes under the Internal Revenue Code, we must satisfy minimum requirements for distributions to shareholders, which may limit the amount of cash we might otherwise have been able to retain for use in growing our business.

To maintain our status as a REIT under the Internal Revenue Code, we generally will be required each year to distribute to our stockholders at least 90% of our taxable income after certain adjustments. However, to the extent that we do not distribute all our net capital gains or distribute at least 90% but less than 100% of our REIT taxable income, as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates, as the case may be. Also, our cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the payment of expenses and the recognition of income and expenses for federal income tax purposes, or the effect of nondeductible expenditures, such as capital expenditures, payments of compensation for which

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Section 162(m) of the Internal Revenue Code denies a deduction, interest expense deductions limited by Section 163(j) of the Internal Revenue Code, the creation of reserves or required debt service or amortization payments. If we are unable to distribute 90% of our taxable income, we would potentially need to borrow funds, in certain limited cases distribute a combination of cash and stock (at our shareholders' election but subject to an aggregate cash limit established by us), and/or liquidate or sell a portion of our properties or investments (potentially at disadvantageous or unfavorable prices) or find another alternative source of funds. These alternatives could increase our costs or reduce our equity. In addition, to the extent we borrow funds to pay distributions, the amount of cash available to us in future periods will be decreased by the amount of cash flow we will need to service principal and interest on the amounts we borrow, which will limit cash flow available to us for other investments or business opportunities. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which certain distributions paid by us during each calendar year are less than the sum of 85% of our ordinary income for such calendar year, 95% of our capital gain net income for the calendar year and any amount of such income that was not distributed in prior years. In the case of property acquisitions, including our initial formation, where individual properties are contributed to our Operating Partnership for Operating Partnership units, we have assumed the tax basis and depreciation schedules of the entities contributing properties. The relatively low tax basis of such contributed properties may have the effect of increasing the cash amounts we are required to distribute as dividends, thereby potentially limiting the amount of cash we might otherwise have been able to retain for use in growing our business. This low tax basis may also have the effect of reducing or eliminating the portion of distributions made by us that are treated as a non-taxable return of capital.

Complying with REIT requirements might cause us to forego otherwise attractive opportunities.

In order to qualify as a REIT for U.S. federal income tax purposes, we must satisfy tests concerning, among other things, our sources of income, the nature of our assets, the amounts we distribute to our shareholders and the ownership of our stock. We may also be required to make distributions to our shareholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may cause us to forego opportunities we would otherwise pursue. In addition, the REIT provisions of the Internal Revenue Code impose a 100% tax on income from “prohibited transactions.” “Prohibited transactions” generally include sales of assets that constitute inventory or other property held for sale in the ordinary course of business, other than foreclosure property. This 100% tax could impact our desire to sell assets and other investments at otherwise opportune times if we believe such sales could be considered “prohibited transactions.”

Partnership tax audit rules could have a material adverse effect on us.

Under the rules applicable to U.S. federal income tax audits of partnerships, subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and any partner’s distributive share thereof) is determined, and taxes, interest, or penalties attributable thereto could be assessed and collected, at the partnership level. Absent available elections, it is possible that a partnership in which we directly or indirectly invest could be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a direct or indirect partner of these partnerships, could be required to bear the economic burden of those taxes, interest, and penalties even though we may not otherwise have been required to pay additional taxes had we owned the assets of the partnership directly. The partnership tax audit rules apply to the Operating Partnership and its subsidiaries that are classified as partnerships for U.S. federal income tax purposes. There can be no assurance that these rules will not have a material adverse effect on us.

Transfers of our equity, or issuances of equity, may impair our ability to utilize the existing tax basis in our assets, our federal income tax net operating loss carryforwards and other tax attributes during the current year and in future years.

Under certain provisions of the Internal Revenue Code, and similar state provisions, a corporation is generally permitted to offset net taxable income in a given year with net operating losses carried forward from prior years, and its existing adjusted tax basis in its assets may be used to offset future gains or to generate annual cost recovery deductions.

In order to qualify for taxation as a REIT, we must meet various requirements including a requirement to distribute 90% of our taxable income; and, to avoid paying corporate income tax, we must distribute 100% of our taxable income. Our ability to utilize future tax deductions, net operating loss carryforwards and other tax attributes to offset future taxable income is subject to certain requirements and restrictions. We experienced an “ownership change,” as defined in section 382 of the Internal Revenue Code, in connection with our emergence from bankruptcy, that may substantially limit our ability to use future tax deductions, net operating loss carryforwards and other tax attributes to offset future taxable income, which could have a negative impact on our financial position and results of operations. Generally, there is an “ownership change” under section 382 of the Internal Revenue Code if one or more stockholders owning 5% or more of a corporation’s common stock have aggregate increases in their ownership of such stock of more than 50 percentage points over a prescribed testing period. Under section 382 and section 383 of the Internal Revenue Code, absent an applicable exception, if a corporation undergoes an “ownership change”, certain future tax deductions (through “recognized built-in losses” arising when a

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company has a “net unrealized built-in loss” (NUBIL) if they are recognized within five years of the “ownership change”), net operating loss carryforwards and other tax attributes that may be utilized to offset future taxable income generally are subject to an annual limitation.

We had a significant NUBIL in our assets, as well as net operating loss carryforwards and other tax attributes at the November 1, 2021 date of our emergence from bankruptcy, that are subject to limitation under section 382.

Whether or not future tax deductions, net operating loss carryforwards and other tax attributes are subject to limitation under section 382, net operating loss carryforwards and other tax attributes are expected to be further reduced by the amount of discharge of indebtedness arising in our emergence from bankruptcy under section 108 of the Internal Revenue Code.

RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE

The ownership limit described above, as well as certain provisions in our Certificate of Incorporation and Bylaws, may hinder any attempt to acquire us.

There are certain provisions of Delaware law (which we have opted out of having apply to the Company), our Certificate of Incorporation and our Bylaws, which may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us. These provisions may also inhibit a change in control that some, or a majority, of our stockholders might believe to be in their best interest or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for their shares. These provisions and agreements are summarized as follows:

•The Ownership Limit – As described above, to maintain our status as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) during the last half of a taxable year. Our Certificate of Incorporation generally prohibits ownership of more than 9.9% of the outstanding shares of our capital stock by any single stockholder, either directly or constructively as determined through the application of applicable provisions of the Internal Revenue Code, subject to the ability of the board of directors to grant waivers in appropriate circumstances, and further subject to Existing Holder Limits that were established in connection with our emergence from bankruptcy for two stockholder groups, Canyon Capital Advisors and certain of its affiliates and Oaktree Capital Group, LLC and certain of its affiliates. In addition to preserving our status as a REIT, the ownership limit may have the effect of precluding an acquisition of control of us without the approval of our board of directors.

•Approval by a Majority of Our Outstanding Voting Stock Required for Removal of Directors – Our governing documents provide that stockholders can remove directors with or without cause, but only by the affirmative vote of holders of at least a majority of the outstanding voting stock. This provision makes it more difficult to change the composition of our board of directors and may have the effect of encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover attempts.

•Advance Notice Requirements for Stockholder Proposals – Our Bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures generally require advance written notice of any such proposals, containing prescribed information, to be given to our Secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the date on which we first mailed our proxy materials for the prior year’s annual meeting.

•Vote Required to Amend Bylaws – Approval by the affirmative vote of the holders of a majority of the outstanding voting power of our outstanding capital stock entitled to vote in the election of directors (in addition to any separate approval that may be required by the holders of any particular class of stock) is necessary for stockholders to amend our Bylaws.

•Opt-Out From Delaware Anti-Takeover Statute – While we are a Delaware corporation, we have elected under the provisions of our current Certificate of Incorporation not to be governed by Section 203 of the Delaware General Corporation Law. In general, had we continued to be subject to Section 203 as we were prior to emerging from bankruptcy, Section 203 would prevent an “interested stockholder” (defined generally as a person owning 15% or more of a company’s outstanding voting stock) from engaging in a “business combination” (as defined in Section 203) with us for three years following the date that person becomes an interested stockholder (subject to certain exceptions specified in Section 203).

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Our Certificate of Incorporation contains a provision renouncing our interest and expectancy in certain corporate opportunities identified by our non-employee directors and their affiliates.

Certain of our non-employee directors and their affiliates engage in the same or similar business activities or lines of business in which we operate and may make investments in properties or businesses that directly or indirectly compete with certain portions of our business. As set forth in our Certificate of Incorporation, such non-employee directors and their affiliates shall not have any duty, to the fullest extent permitted by law, to refrain from (x) engaging in the same or similar business activities or lines of business in which we operate or propose to operate, (y) making investments in any kind of property in which we make or may make investments or (z) otherwise competing with us or any of our affiliates. Our Certificate of Incorporation also provides that if our non-employee directors or their affiliates acquire knowledge of a potential transaction that could be a corporate opportunity, they have no duty to communicate or offer such corporate opportunity to us or our affiliates, unless such corporate opportunity is expressly offered to the non-employee director solely in his or her capacity as one of our directors (or officers, if applicable).

Therefore, a non-employee director of our company may pursue certain acquisition opportunities that may be complementary to our business and, as a result, such acquisition opportunities may not be available to us. In addition, in the event that any of our non-employee directors or his or her affiliates acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as a director or officer of the Company, then to the fullest extent permitted by law such person is deemed to have fully satisfied such person’s fiduciary duties owed to us and is not liable to us if such director or its affiliates pursues or acquires the corporate opportunity or if such person did not present the corporate opportunity to us. These potential conflicts of interest could have a material adverse effect on our business, financial condition, results of operations, or prospects if attractive corporate opportunities are allocated by such non-employee directors to themselves or their other affiliates instead of to us.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

We face risks associated with security breaches through cyberattacks, cyberintrusions or otherwise, and other significant disruptions of information technology networks and related systems. We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition. However, we face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. Refer to Risk Factors in Part I, Item 1A for a disclosure of our cybersecurity risks. We continue to monitor cybersecurity risks to prevent and mitigate materially negative impacts on the Company’s reputation, financial performance, customer or vendor relationships and potential litigation or regulatory investigations or actions.

Governance

As part of its regular oversight of risk management, our audit committee is responsible for the oversight of cybersecurity risk and threat mitigation related to our information technology and information systems including protection and security of employee and customer data. Our Senior Vice President – Technology Solutions is responsible for the day-to-day management of our cybersecurity program and reports directly to our President. Our Senior Vice President – Technology Solutions has served in this capacity for over four years and has more than 25 years of experience in the aggregate, including more than ten years with the Company, in various information technology roles. Our audit committee is responsible for overseeing cybersecurity risks, and our management team reports to our audit committee on the Company’s cybersecurity program, current cybersecurity projects and industry trends and efforts to mitigate cybersecurity risk on at least a semi-annual basis.

Cybersecurity Risk Management and Strategy

We have designed and implemented a comprehensive program intended to protect the confidentiality, integrity, and availability of our critical systems and information. We designed this program based on the National Institute of Standards and Technology cybersecurity framework ("NIST CSF"). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. We monitor and regularly assess our cybersecurity risks and adjust our program accordingly.

We maintain a cybersecurity incident response plan which outlines our response and action in the event of a major cybersecurity incident. The cybersecurity incident response plan sets forth a process for detecting and responding to cybersecurity incidents, determining their scope and risk, developing an appropriate response to mitigate and remediate

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the incident, communicating effectively to varying levels and personnel within the Company depending on the severity of the threat, effectively communicating to stakeholders and participants and reducing the likelihood of similar future incidents. In the event of a real or perceived cybersecurity incident, the Senior Vice President – Technology Solutions would, as soon as practicable, inform the Cybersecurity Incident Response Team, the members of which would then collaborate with the Senior Vice President – Technology Solutions to manage material risks.

We have adopted and require employees to abide by the following relevant policies:

•Personally Identifiable Information policy - helps protect personal employee, vendor and tenant information.

•Personal Use of Office Equipment policy – mandates safe use of CBL computers.

•Password Handling Policy – mandates use of a secure password management platform.

•AI Policy – mandates responsible use of AI tools.

Employees are required to complete regular cybersecurity training and education annually, which is followed up with quarterly testing and re-training, as necessary. In order to prevent any successful social engineering attacks, all new employees go through a thorough cybersecurity onboarding and existing employees are updated and reminded regularly about new and persisting attack techniques.

By the second quarter of 2026, all employees will have the opportunity to attend AI training that will address responsible usage of AI platforms. Additionally, we monitor the use of all AI platforms and have technology in place to block risky AI sites.

We contract with an independent cybersecurity provider to perform an annual cybersecurity risk and vulnerability assessment. We regularly test areas of potential vulnerability, utilizing penetration testing, ransomware-focused disaster recovery tests as well as testing exercises for other higher risk areas. We contract with an AI-enabled 24/7 extended detection and remediation partner to monitor all network and endpoint traffic and take appropriate action on our behalf.

We conduct annual reviews of third-party hosted applications where sensitive Company data is shared. Additionally, cybersecurity tools and services are configured to identify threats and risks that may be associated with the use of third-party applications or solutions.

We maintain cybersecurity risk insurance coverage; however, there is no assurance that the insurance the Company maintains will cover all cybersecurity breaches or that policy limits will be sufficient to cover all related losses.

ITEM 2. PROPERTIES

Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 for additional information pertaining to our properties’ performance.

Malls

We owned a controlling interest in 43 malls and a non-controlling interest in 4 malls as of December 31, 2025. Our malls generally have strong competitive positions because they are the only, or the dominant, regional property in their respective trade areas. The malls consist of enclosed large regional shopping centers, generally anchored by two or more anchors or junior anchors, a wide variety of in-line stores and brand name discount or off-price stores. Anchor and junior anchor tenants own or lease their stores and non-anchor stores lease their locations.

We own the land underlying each property in fee simple interest, except for Brookfield Square, Dakota Square Mall, Meridian Mall, St. Clair Square and Stroud Mall. We lease all or a portion of the land at each of these properties subject to long-term ground leases.

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The following table sets forth certain information for each of the malls as of December 31, 2025 (dollars in thousands, except for sales per square foot amounts):

Property / Location	Year of Opening/ Acquisition	Year of Most Recent Expansion	Our Ownership	Total Center Square Feet (1)		Total In-Line GLA (2)		In-Line Sales per Square Foot (3)		Percentage In-Line GLA Leased (4)			Anchors & Junior Anchors (5)
Malls:
Arbor Place    Atlanta (Douglasville), GA	1999	N/A	100%		1,164,324		327,087		351		90	%	Belk, former Conn's Home Plus (6), Dillard's, H&M, JC Penney, Macy's, Planet Fitness, Q, Regal Cinemas, former Sears (6)
Ashland Town Center    Ashland, KY	2025	N/A	100%		342,194		182,248		440		89	%	Belk, Belk Men & Home, Cinemark, JC Penny, T.J. Maxx
CherryVale Mall    Rockford, IL	1973/2001	2007	100%		870,541		348,125		301		84	%	Barnes & Noble, Home Trends, JC Penney, Macy's, Tilt Studio
Coastal Grand Mall (7)    Myrtle Beach, SC	2004	2007	50%		1,117,260		341,664		428		100	%	Belk, Cinemark, Crunch Fitness, Dick's Sporting Goods, Dillard's, H&M, JC Penney, former Sears, Stars & Strikes
CoolSprings Galleria    Nashville, TN	1991	2015	100%		1,171,181		435,589		677		89	%	Belk, Dillard's, H&M, JC Penney, King's Dining & Entertainment, Macy's, Primark
Cross Creek Mall    Fayetteville, NC	1975/2003	2013	100%		917,543		292,786		473		96	%	Belk, H&M, JC Penney, Macy's, Main Event, Rooms to Go
Dakota Square Mall    Minot, ND	1980/2012	2016	100%		740,844		222,552		312		81	%	AMC Theatres, Barnes & Noble, JC Penney, Scheels, Sleep Inn & Suites, Target, Tilt Studio
East Towne Mall    Madison, WI	1971/2001	2004	100%		801,292		212,003		317		87	%	Barnes & Noble, former Boston Store (6), Dick's Sporting Goods, Flix Brewhouse, H&M, JC Penney, former Sears, Thrill Factory
Eastland Mall    Bloomington, IL	1967/2005	N/A	100%		732,649		247,507		336		48	%	Former Bergner's, Kohl's, former Macy's, Planet Fitness, former Sears
Fayette Mall    Lexington, KY	1971/2001	2014	100%		1,161,394		463,117		511		95	%	Dick's Sporting Goods, Dillard's, H&M, JC Penney, Macy's
Frontier Mall    Cheyenne, WY	1981	1997	100%		524,711		204,591		339		90	%	Former AMC Theatres, Appliance Factory Mattress Kingdom, Dillard's, Bomgaars (6), JC Penney (6)
Governor's Square (7)(8)    Clarksville, TN	1986	1999	47.5%		684,519		237,754		409		94	%	Belk, Best Buy, Dick's Sporting Goods, Dillard's, JC Penney, Phoenix Theatres, Ross Dress for Less, partial former Sears
Hamilton Place    Chattanooga, TN	1987	2016	90%		1,138,622		349,750		490		94	%	Barnes & Noble, Belk for Men, Kids & Home, Belk for Women, Crunch Fitness, Dave & Buster's, Dick's Sporting Goods, Dillard's for Men, Kids & Home, Dillard's for Women, H&M, JC Penney
Hanes Mall    Winston-Salem, NC	1975/2001	1990	100%		1,435,142		468,440		408		88	%	Belk, Dave & Buster's, Dillard's, Encore, H&M, JC Penney, future Novant Health (6)(9), Truliant Federal Credit Union (6)
Jefferson Mall    Louisville, KY	1978/2001	1999	100%		723,705		225,199		338		86	%	BJ's Wholesale Club, Dillard's, H&M, JC Penney, Ross Dress for Less, Tilted 10
Kentucky Oaks Mall (7)(8)    Paducah, KY	1982/2001	1995	50%		774,760		286,501		295		80	%	Best Buy, Burlington (6), Dick's Sporting Goods, former Dillard's, former Dillard's Home Store, HomeGoods, JC Penney, Ross Dress for Less (6), Vertical Jump Park
Kirkwood Mall    Bismarck, ND	1970/2012	2017	100%		835,159		231,295		364		96	%	H&M, I. Keating Furniture, JC Penney, Scheels, Target, Tilt
Mall del Norte    Laredo, TX	1977/2004	1993	100%		1,219,711		408,718		425		90	%	Former Beall's, Cinemark, Dillard's, Foot Locker, H&M, JC Penney, Macy's, Macy's Home Store, Main Event, Mega Furniture, partial former Sears, TruFit Athletic Club
Meridian Mall (10)    Lansing, MI	1969/1998	2001	100%		947,815		281,394		285		77	%	Ashley HomeStore, former Bed Bath & Beyond, Dick's Sporting Goods, H&M, High Caliber Karting, JC Penney, Launch Trampoline Park, Macy's, Planet Fitness, Schuler Books & Music

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Property / Location	Year of Opening/ Acquisition	Year of Most Recent Expansion	Our Ownership	Total Center Square Feet (1)		Total In-Line GLA (2)		In-Line Sales per Square Foot (3)		Percentage In-Line GLA Leased (4)			Anchors & Junior Anchors (5)
Malls:
Mesa Mall    Grand Junction, CO	2025	N/A	100%		336,239		247,920		386		92	%	Cabela's, Dick's Sporting Goods, Dillard's, Homegoods, Encore, JC Penney, Target
Mid Rivers Mall    St. Peters, MO	1987/2007	2015	100%		1,035,843		286,726		305		94	%	Dick's Sporting Goods, Dillard's, H&M, JC Penney, Macy's, Marcus Theatres, former Sears, V-Stock
Northgate Mall    Chattanooga, TN	1972/2011	2014	100%		643,021		177,741		357		74	%	Belk, future BJ's Wholesale Club (6)(11), former Burlington, future Sound Force (6)
Northpark Mall    Joplin, MO	1972/2004	1996	100%		892,580		274,856		382		74	%	Dunham's Sports, H&M, JC Penney, former Jo-Ann Fabrics & Crafts, Joplin Expo Center, former Macy's Children's & Home, former Sears, T.J. Maxx, Tilt, Vintage Stock
Northwoods Mall    North Charleston, SC	1972/2001	1995	100%		748,094		255,846		367		97	%	Belk, Books-A-Million, Burlington (6), Dillard's, JC Penney, Planet Fitness
Oak Park Mall    Overland Park, KS	1974/2005	1998	100%		1,515,503		428,333		557		95	%	Barnes & Noble, Dillard's for Women, Dillard's for Men, Children & Home, Giselle's, H&M, JC Penney, Macy's, Nordstrom
Old Hickory Mall    Jackson, TN	1967/2001	1994	100%		538,668		161,573		312		53	%	Belk, JC Penney, former Macy's, former Sears
Paddock Mall    Ocala, FL	2025	N/A	100%		318,902		171,019		543		94	%	Belk, JC Penney, Macy's, future Paddock Market (6)(12)
Parkdale Mall    Beaumont, TX	1972/2001	2018	100%		1,087,996		294,007		338		86	%	Former Ashley HomeStore, former Beall's, Crunch Fitness, Dick's Sporting Goods, Dillard's, former Forever 21, H&M, HomeGoods, JC Penney, former Macy's, former Sears, Tilt, 2nd & Charles
Parkway Place    Huntsville, AL	1957/1998	2002	100%		639,063		269,885		400		90	%	Belk, Dillard's
Post Oak Mall    College Station, TX	1982	1985	100%		788,531		301,006		344		83	%	Former Bealls, City of College Station, former Conn's Home Plus (6), Dillard's Men & Home, Dillard's Women & Children, Encore, JC Penney, Murdoch's Farm & Ranch (6)
Richland Mall    Waco, TX	1980/2002	1996	100%		693,777		192,199		409		98	%	Dick's Sporting Goods, Dillard's for Men, Kids & Home, Dillard's for Women (6), former Dillard's for Women, JC Penney, Tilt Studio
South County Center    St. Louis, MO	1963/2007	2001	100%		932,986		220,763		303		77	%	Dick's Sporting Goods, Dillard's, JC Penney, former Macy's, former Sears
Southgate Mall    Missoula, MT	2025	N/A	100%		545,780		212,955		357		89	%	AMC Theatres, Dillard's for Men & Kids, Dillard's for Women, Hobby Lobby, Scheels
St. Clair Square (13)    Fairview Heights, IL	1974/1996	1993	100%		1,068,416		291,161		362		95	%	Dillard's, JC Penney, Macy's, former Sears
Stroud Mall (14)    Stroudsburg, PA	1977/1998	2005	100%		414,427		136,100		223		91	%	Cinemark, EFO Furniture Outlet, JC Penney, Reaching Out For Jesus Christian Center, ShopRite
Sunrise Mall    Brownsville, TX	1979/2003	2015	100%		911,500		242,175		454		97	%	Barnes & Noble, Cinemark, Dick's Sporting Goods, Dillard's, JC Penney, Main Event (6), TruFit (6), Z Cages Hitters' Hangout
Turtle Creek Mall    Hattiesburg, MS	1994	1995	100%		845,004		191,617		344		90	%	At Home, Belk, Dillard's, JC Penney, former Sears, Southwest Theaters, Urban Planet
Valley View Mall    Roanoke, VA	1985/2003	2007	100%		864,137		337,377		375		97	%	Barnes & Noble, Belk, future Dave & Buster's, JC Penney, Macy's, former Sears
Volusia Mall    Daytona Beach, FL	1974/2004	2013	100%		1,060,340		253,564		290		82	%	Dillard's for Men & Home, Dillard's for Women, Dillard's for Juniors & Children, H&M, JC Penney, former Macy's, former Sears (6)

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Property / Location	Year of Opening/ Acquisition	Year of Most Recent Expansion	Our Ownership	Total Center Square Feet (1)		Total In-Line GLA (2)		In-Line Sales per Square Foot (3)		Percentage In-Line GLA Leased (4)			Anchors & Junior Anchors (5)
Malls:
West County Center    Des Peres, MO	1969/2007	2002	100%		1,199,373		385,423		872		92	%	Barnes & Noble, Dick's Sporting Goods, former Forever 21, H&M, JC Penney, Macy's, Nordstrom
West Towne Mall    Madison, WI	1970/2001	2013	100%		773,422		282,300		390		92	%	Dave & Buster's (6), Dick's Sporting Goods, Hobby Lobby (6), JC Penney, Planet Fitness, Total Wine & More (6), Von Maur (6)
Westmoreland Mall    Greensburg, PA	1977/2002	1994	100%		976,667		286,936		366		97	%	Dick's Sporting Goods, H&M, JC Penney, Live! Casino Pittsburgh, Macy's, Macy's Home Store, Old Navy
York Galleria    York, PA	1989/1999	N/A	100%		756,715		225,866		292		66	%	Boscov's (6), H&M, Hollywood Casino, Life Storage (6), Marshalls, PA Fitness
Total Malls					36,890,350		11,893,668	$	425		88	%
Excluded Properties (15)
Brookfield Square (16)    Brookfield, WI	1967/2001	2008	100%		865,299		307,266	N/A		N/A			Barnes & Noble, H&M, JC Penney, Movie Tavern by Marcus, Whirlyball
Harford Mall    Bel Air, MD	1973/2003	2007	100%		367,019		179,602	N/A		N/A			Encore, Macy's, Macy's Furniture Gallery, future grocer
Laurel Park Place    Livonia, MI	1989/2005	1994	100%		491,263		198,119	N/A		N/A			Dunham Sports, Von Maur
Southpark Mall    Colonial Heights, VA	1989/2003	2007	100%		676,590		213,183	N/A		N/A			Dick's Sporting Goods, Dick's Sporting Goods Fulfillment Center, H&M, JC Penney, Macy's, Regal Cinemas

(1)Total center square footage includes square footage of attached shops, immediately adjacent Anchor and Junior Anchor locations and leased freestanding locations of the property.

(2)Excludes tenants 20,000 square feet and over.

(3)Totals represent weighted averages for reporting tenants of 10,000 square feet or less.

(4)Includes tenants under 20,000 square feet with leases in effect as of December 31, 2025.

(5)Anchors and Junior Anchors listed are immediately adjacent to the property or are in freestanding locations immediately adjacent to the property.

(6)Owned by a third party.

(7)This property is owned in an unconsolidated joint venture.

(8)The property is managed by a property manager that is affiliated with the third-party partner, which receives a fee for its services. The third-party partner controls the cash flow distributions, although our approval is required for certain major decisions.

(9)Hanes Mall – The former Sears was purchased by Novant Health, which has indicated plans to redevelop this space for future medical offices with the construction start and opening to be determined.

(10)Meridian Mall - We are the lessee under several ground leases in effect through March 2067, with extension options. Fixed rent is $19 per year plus 3% to 4% of all rent.

(11)Northgate Mall - BJ's Wholesale Club opened in January 2026.

(12)Paddock Mall - Paddock Market opened in January 2026 in the former Sears space.

(13)St. Clair Square - We are the lessee under a ground lease for 20 acres. Assuming the exercise of available renewal options, at our election, the ground lease expires January 31, 2073. The rental amount is $41 per year. In addition to base rent, the landlord receives 0.25% of Dillard's sales in excess of $16,200.

(14)Stroud Mall - We are the lessee under a ground lease, which extends through July 2089. The current rental amount is $72 per year, increasing by $10 every ten years through 2045. An additional $100 is paid every ten years.

(15)We exclude properties undergoing major redevelopment or being considered for repositioning, or properties for which we are working or intend to work with the lender on a restructure of the terms of the loan secured by the property or convey the secured property to the lender (“Excluded Properties”). Operational metrics are not reported for Excluded Properties.

(16)Brookfield Square - The annual ground rent for 2025 was $110.

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Inline and Adjacent Freestanding Stores

The malls have approximately 3,269 inline and adjacent freestanding stores. The malls received 85.8% of their total revenues from inline and adjacent freestanding stores for the year ended December 31, 2025.

Mall Lease Expirations

The following table summarizes the scheduled lease expirations for inline and adjacent freestanding stores as of December 31, 2025:

Year Ending December 31,	Number of Leases Expiring	Annualized Gross Rent (1)		GLA of Expiring Leases		Average Annualized Gross Rent Per Square Foot		Expiring Leases as % of Total Annualized Gross Rent (2)			Expiring Leases as a % of Total Leased GLA (3)
2026	468	$	43,364,167		1,226,685	$	35.35		14.1	%		15.0	%
2027	669		79,675,902		2,303,155		34.59		25.9	%		28.1	%
2028	497		64,095,158		1,607,195		39.88		20.8	%		19.6	%
2029	380		39,609,560		1,157,350		34.22		12.9	%		14.1	%
2030	194		27,267,332		689,676		39.54		8.9	%		8.4	%
2031	105		15,976,696		402,433		39.70		5.2	%		4.9	%
2032	62		9,979,325		213,323		46.78		3.2	%		2.6	%
2033	48		8,056,362		178,514		45.13		2.6	%		2.2	%
2034	60		9,606,298		215,569		44.56		3.1	%		2.6	%
2035	51		10,031,762		208,048		48.22		3.3	%		2.5	%

(1)Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2025 for expiring leases that were executed as of December 31, 2025. Based on 100% of the applicable amounts and has not been adjusted for our ownership share.

(2)Total annualized gross rent, including recoverable CAM expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2025.

(3)Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2025.

See page 52 for a comparison between rents on leases that expired in the current reporting period compared to rents on new and renewal leases executed in 2025.

Debt on Malls

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2025” included herein for information regarding any liens or encumbrances related to the malls.

Outlet Centers

We owned a controlling interest in two outlet centers and a non-controlling interest in three outlet centers as of December 31, 2025. Our outlet centers generally have strong competitive positions because they are the only, or the dominant, regional property in their respective trade areas. The outlet centers are generally anchored by one or more discount or off-price junior anchors and a wide variety of off-price or discount in-line stores. Anchor and junior anchor tenants own or lease their stores and non-anchor stores lease their locations. Each outlet center is managed by a property manager that is affiliated with our third-party partner, which receives a fee for its services. The third-party partner controls the cash flow distributions, although our approval is required for certain major decisions.

The following table sets forth certain information for each of the outlet centers as of December 31, 2025 (dollars in thousands, except for sales per square foot amounts):

Property / Location	Year of Opening/ Acquisition	Year of Most Recent Expansion	Our Ownership	Total Center Square Feet (1)		Total In-Line GLA (2)		In-Line Sales per Square Foot (3)		Percentage In-Line GLA Leased (4)			Anchors & Junior Anchors (5)
Outlet Centers:
The Outlet Shoppes at Atlanta (6)    Woodstock, GA	2013	2015	50%		405,146		380,339		494		94	%	Saks Fifth Ave OFF 5TH
The Outlet Shoppes at El Paso (6)    El Paso, TX	2007/2012	2014	50%		433,246		411,207		558		96	%	H&M
The Outlet Shoppes at Gettysburg    Gettysburg, PA	2000/2012	N/A	50%		249,937		249,937		217		80	%	None

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Property / Location	Year of Opening/ Acquisition	Year of Most Recent Expansion	Our Ownership	Total Center Square Feet (1)		Total In-Line GLA (2)		In-Line Sales per Square Foot (3)		Percentage In-Line GLA Leased (4)			Anchors & Junior Anchors (5)
Outlet Centers:
The Outlet Shoppes at Laredo    Laredo, TX	2017	N/A	65%		358,135		315,388		341		88	%	former H&M, Nike Factory Store
The Outlet Shoppes of the Bluegrass (6)    Simpsonville, KY	2014	2015	65%		423,672		401,530		384		91	%	H&M
Total Outlet Centers					1,870,136		1,758,401	$	434		91	%

(1)Total center square footage includes square footage of attached shops, immediately adjacent Anchor and Junior Anchor locations and leased freestanding locations of the property.

(2)Excludes tenants 20,000 square feet and over.

(3)Totals represent weighted averages for reporting tenants of 10,000 square feet or less.

(4)Includes tenants under 20,000 square feet with leases in effect as of December 31, 2025.

(5)Anchors and Junior Anchors listed are immediately adjacent to the property or are in freestanding locations immediately adjacent to the property.

(6)This property is owned in an unconsolidated joint venture.

Inline and Adjacent Freestanding Stores

The outlet centers have approximately 401 inline and adjacent freestanding stores. The outlet centers received more than 90% of their total revenues from inline and adjacent freestanding stores for the year ended December 31, 2025.

Outlet Center Lease Expirations

The following table summarizes the scheduled lease expirations for inline and adjacent freestanding stores as of December 31, 2025:

Year Ending December 31,	Number of Leases Expiring		Annualized Gross Rent (1)		GLA of Expiring Leases		Average Annualized Gross Rent Per Square Foot		Expiring Leases as % of Total Annualized Gross Rent (2)			Expiring Leases as a % of Total Leased GLA (3)
2026	35		$	3,641,970		130,366	$	27.94		7.6	%		9.2	%
2027	91			10,331,451		383,575		26.93		21.4	%		27.0	%
2028		83		12,754,664		350,748		36.36		26.4	%		24.7	%
2029		68		10,050,122		292,260		34.39		20.8	%		20.6	%
2030		29		4,231,009		104,234		40.59		8.8	%		7.4	%
2031		12		2,040,315		46,602		43.78		4.2	%		3.3	%
2032		2		605,430		14,709		41.16		1.3	%		1.0	%
2033		7		970,211		21,724		44.66		2.0	%		1.5	%
2034		9		1,488,675		27,725		53.69		3.1	%		2.0	%
2035		8		2,135,603		46,922		45.51		4.4	%		3.3	%

(1)Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2025 for expiring leases that were executed as of December 31, 2025. Based on 100% of the applicable amounts and has not been adjusted for our ownership share.

(2)Total annualized gross rent, including recoverable CAM expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2025.

(3)Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2025.

See page 52 for a comparison between rents on leases that expired in the current reporting period compared to rents on new and renewal leases executed in 2025.

Debt on Outlet Centers

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2025” included herein for information regarding any liens or encumbrances related to the outlet centers.

Lifestyle Centers

We owned a controlling interest in three lifestyle centers and a non-controlling interest in one lifestyle center as of December 31, 2025. Our lifestyle centers generally have strong competitive positions because they are the only, or the dominant, regional property in their respective trade areas. The lifestyle centers consist of large open-air centers, generally anchored by one or more anchors, which can include traditional department store anchors, grocers, or other non-traditional

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anchors and/or junior anchors, a wide variety of in-line and brand name stores, restaurants, and/or other non-retail tenants. Anchor and junior anchor tenants own or lease their stores and non-anchor stores lease their locations.

The following table sets forth certain information for each of the lifestyle centers as of December 31, 2025 (dollars in thousands, except for sales per square foot amounts):

Property / Location	Year of Opening/ Acquisition	Year of Most Recent Expansion	Our Ownership	Total Center Square Feet (1)		Total In-Line GLA (2)		In-Line Sales per Square Foot (3)		Percentage In-Line GLA Leased (4)			Anchors & Junior Anchors (5)
Lifestyle Centers:
Friendly Center and The Shops at Friendly (6)    Greensboro, NC	1957/ 2006/ 2007	2016	50%		1,180,216		598,161		650		96	%	Barnes & Noble, Belk, Belk Home Store, Harris Teeter, Macy's, O2 Fitness, Regal Cinemas, REI, Truist, Whole Foods (7)
Mayfaire Town Center    Wilmington, NC	2004/2015	2017	100%		670,379		328,998		513		96	%	Barnes & Noble, Belk, Dave & Busters, Flip N Fly, The Fresh Market, H&M, Michaels, Regal Cinemas
Pearland Town Center (8)    Pearland, TX	2008	N/A	100%		714,458		308,871		405		92	%	Barnes & Noble, Dick's Sporting Goods, Dillard's, Hospital Corporation of America, Macy's
Southaven Towne Center    Southaven, MS	2005	2013	100%		607,635		184,539		270		75	%	Dillard's, Havertys Furniture, JC Penney, former Overstock Furniture and Mattress, Sportsman's Warehouse (7), Urban Air Adventure Park
Total Lifestyle Centers					3,172,688		1,420,569	$	526		93	%

(1)Total center square footage includes square footage of attached shops, immediately adjacent Anchor and Junior Anchor locations and leased freestanding locations of the property.

(2)Excludes tenants 20,000 square feet and over.

(3)Totals represent weighted averages for reporting tenants of 10,000 square feet or less.

(4)Includes tenants under 20,000 square feet with leases in effect as of December 31, 2025.

(5)Anchors and Junior Anchors listed are immediately adjacent to the property or are in freestanding locations immediately adjacent to the property.

(6)This property is owned in an unconsolidated joint venture.

(7)Owned by a third party.

(8)Pearland Town Center is a mixed-use center which combines retail, office and residential components. For segment reporting purposes, the retail portion of the center is classified in lifestyle centers and the office portion is classified as All Other.

Inline and Adjacent Freestanding Stores

The lifestyle centers have approximately 306 inline and adjacent freestanding stores. The lifestyle centers received 78.4% of their total revenues from inline and adjacent freestanding stores for the year ended December 31, 2025.

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Lifestyle Center Lease Expirations

The following table summarizes the scheduled lease expirations for inline and adjacent freestanding stores as of December 31, 2025:

Year Ending December 31,	Number of Leases Expiring		Annualized Gross Rent (1)		GLA of Expiring Leases		Average Annualized Gross Rent Per Square Foot		Expiring Leases as % of Total Annualized Gross Rent (2)			Expiring Leases as a % of Total Leased GLA (3)
2026	38		$	4,363,716		118,666	$	36.77		10.2	%		10.3	%
2027	50			6,189,887		202,221		30.61		14.4	%		17.5	%
2028		44		6,137,451		158,856		38.64		14.3	%		13.8	%
2029		41		6,467,407		175,129		36.93		15.1	%		15.2	%
2030		38		7,414,648		170,722		43.43		17.3	%		14.8	%
2031		23		4,224,557		121,109		34.88		9.8	%		10.5	%
2032		14		2,421,010		47,414		51.06		5.6	%		4.1	%
2033		8		1,571,605		51,075		30.77		3.6	%		4.4	%
2034		10		1,585,551		56,337		28.14		3.7	%		5.0	%
2035		16		2,589,390		51,159		50.61		6.0	%		4.4	%

(1)Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2025 for expiring leases that were executed as of December 31, 2025. Based on 100% of the applicable amounts and has not been adjusted for our ownership share.

(2)Total annualized gross rent, including recoverable CAM expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2025.

(3)Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2025.

See page 52 for a comparison between rents on leases that expired in the current reporting period compared to rents on new and renewal leases executed in 2025.

Debt on Lifestyle Centers

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2025” included herein for information regarding any liens or encumbrances related to the lifestyle centers.

Open-Air Centers

Open-air centers are designed to attract local and regional area customers and are typically anchored by a combination of supermarkets, value-priced stores, big-box retailers or traditional department stores. The tenants at our open-air centers typically offer necessities, value-oriented and convenience merchandise. In many cases, the open-air centers in this category are adjacent to properties that are included in the malls reporting segment.

The following table sets forth certain information for each of our open-air centers at December 31, 2025 (dollars in thousands, except for sales per square foot amounts):

Property / Location	Year of Opening/ Most Recent Expansion	Company's Ownership	Total Center Square Feet (1)		Total Leasable GLA (2)		Percentage GLA Occupied (3)	Anchors & Junior Anchors
Open-Air Centers:
Alamance Crossing West    Burlington, NC	2011	100%		224,554		160,554	100%	BJ's Wholesale Club, Dick's Sporting Goods, Kohl's
Ambassador Town Center (4)(5)    Lafayette, LA	2016	65%		419,904		265,931	97%	Costco (6), Dick's Sporting Goods, Marshalls, Nordstrom Rack
Coastal Grand Crossing (4)    Myrtle Beach, SC	2005	50%		37,235		37,235	100%	PetSmart
CoolSprings Crossing    Nashville, TN	1992	100%		366,451		78,810	98%	American Signature Furniture (6), Electronic Express (6), Gabe's (7), Target (6), Urban Air Adventure Park (7)
Courtyard at Hickory Hollow    Nashville, TN	1979	100%		68,468		68,468	96%	AMC Theatres
Frontier Square    Cheyenne, WY	1985	100%		186,547		16,522	91%	Ross Dress for Less (7), Target (6), T.J. Maxx (7)
Governor's Square Plaza (4)(5)    Clarksville, TN	1985/1988	50%		169,918		73,349	64%	Aldi, former Jo-Ann Fabrics & Crafts, Target (6)
Gunbarrel Pointe    Chattanooga, TN	2000	100%		273,913		147,913	99%	Kohl's, Target (6), Whole Foods

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Property / Location	Year of Opening/ Most Recent Expansion	Company's Ownership	Total Center Square Feet (1)		Total Leasable GLA (2)		Percentage GLA Occupied (3)	Anchors & Junior Anchors
Open-Air Centers:
Hamilton Corner    Chattanooga, TN	1990/2005	90%		67,310		67,310	98%	None
Hamilton Crossing    Chattanooga, TN	1987/2005	92%		192,074		98,961	98%	Electronic Express (7), HomeGoods (7), Michaels (7), T.J. Maxx
Hammock Landing (4)    West Melbourne, FL	2009/2015	50%		569,535		345,568	100%	Academy Sports + Outdoors, AMC Theatres, HomeGoods, Kohl's (6), Marshalls, Michaels, Ross Dress for Less, Target (6)
Harford Annex    Bel Air, MD	1973/2003	100%		107,656		107,656	100%	Best Buy, Office Depot, PetSmart
The Landing at Arbor Place    Atlanta (Douglasville), GA	1999	100%		162,967		113,726	60%	Former Ben's Furniture and Antiques, Ollie's Bargain Outlet, One Life Fitness (7)
Parkdale Crossing    Beaumont, TX	2002	100%		88,064		88,064	100%	Barnes & Noble
The Pavilion at Port Orange (4)    Port Orange, FL	2010	50%		396,825		396,825	93%	Belk, HomeGoods, Marshalls, Michaels, Regal Cinemas
The Plaza at Fayette    Lexington, KY	2006	100%		209,596		209,596	94%	Cinemark, Sports Center
The Shoppes at Eagle Point (4)    Cookeville, TN	2018	50%		243,805		243,805	100%	Academy Sports + Outdoors, Publix, Ross Dress for Less
The Shoppes at Hamilton Place    Chattanooga, TN	2003	92%		132,856		132,856	100%	Marshalls, Ross Dress for Less, Shoe Station
The Shoppes at St. Clair Square    Fairview Heights, IL	2007	100%		84,383		84,383	88%	Barnes & Noble
Sunrise Commons    Brownsville, TX	2001	100%		205,656		104,211	100%	Hobby Lobby (7), Marshalls, Ross Dress for Less
The Terrace    Chattanooga, TN	1997	92%		158,109		158,109	87%	Academy Sports + Outdoors, Nordstrom Rack, former Party City
West Towne Crossing    Madison, WI	1980	100%		461,183		169,286	100%	Barnes & Noble, Best Buy, Crunch Fitness (6), Kohl's (6), Madison School & Community Recreation (6), Metcalf's Markets (7), Nordstrom Rack, Office Max (7), Spare Time Entertainment (7)
WestGate Crossing    Spartanburg, SC	1985/1999	100%		158,262		158,262	84%	Big Air Trampoline Park, Hamricks, former Jo-Ann Fabrics & Crafts
Westmoreland Crossing    Greensburg, PA	2002	100%		279,073		279,073	99%	AMC Theatres, Dick's Sporting Goods, Levin Furniture, Michaels (7), T.J. Maxx (7)
York Town Center (4)    York, PA	2007	50%		296,646		246,646	100%	Barnes & Noble, Best Buy, Bob's Discount Furniture, Burlington, Dick's Sporting Goods (6), Ross Dress for Less
Total Open-Air Centers				5,560,990		3,853,119	95%

(1)Total center square footage includes square footage of attached shops, attached and immediately adjacent Anchors and Junior Anchors and leased freestanding locations.

(2)All leasable square footage, including Anchors and Junior Anchors.

(3)Includes all leased Anchors, Junior Anchors and tenants with leases in effect as of December 31, 2025.

(4)This property is owned in an unconsolidated joint venture.

(5)The property is managed by a property manager that is affiliated with the third-party partner, which receives a fee for its services. The third-party partner controls the cash flow distributions, although our approval is required for certain major decisions.

(6)Owned by the tenant.

(7)Owned by a third party.

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Open-Air Centers Lease Expirations

The following table summarizes the scheduled lease expirations for tenants in occupancy at our open-air centers as of December 31, 2025:

Year Ending December 31,	Number of Leases Expiring		Annualized Gross Rent (1)		GLA of Expiring Leases		Average Annualized Gross Rent Per Square Foot		Expiring Leases as % of Total Annualized Gross Rent (2)			Expiring Leases as a % of Total Leased GLA (3)
2026		44	$	4,728,884		126,640	$	37.34		7.8	%		5.7	%
2027		58		9,030,859		428,427		21.08		14.9	%		19.5	%
2028		52		8,301,295		272,888		30.42		13.7	%		12.4	%
2029		48		8,143,677		278,758		29.21		13.4	%		12.7	%
2030		48		10,306,568		304,815		33.81		17.0	%		13.8	%
2031		31		8,447,031		314,512		26.86		13.9	%		14.3	%
2032		18		4,368,103		254,147		17.19		7.2	%		11.5	%
2033		11		2,259,198		81,414		27.75		3.7	%		3.7	%
2034		13		1,994,524		70,529		28.28		3.3	%		3.2	%
2035		21		3,110,007		69,358		44.84		5.1	%		3.2	%

(1)Total annualized gross rent, including recoverable common area expenses and real estate taxes, in effect at December 31, 2025 for expiring leases that were executed as of December 31, 2025. Based on 100% of the applicable amounts and has not been adjusted for our ownership share.

(2)Total annualized gross rent, including recoverable CAM expenses and real estate taxes, of expiring leases as a percentage of the total annualized gross rent of all leases that were executed as of December 31, 2025.

(3)Total GLA of expiring leases as a percentage of the total GLA of all leases that were executed as of December 31, 2025.

Debt on Open-Air Centers

Please see the table entitled “Mortgage Loans Outstanding at December 31, 2025” included herein for information regarding any liens or encumbrances related to our open-air centers.

All Other Properties

The all other properties include office buildings and hotels. The following table sets forth certain information for each of our office buildings and hotels at December 31, 2025 (dollars in thousands, except for sales per square foot amounts):

Property / Location	Year of Opening	Company's Ownership	Total Center Square Feet		Total Leasable GLA		Percentage GLA Occupied	Anchors & Junior Anchors
Other:
Aloft Hotel (1)(2)    Chattanooga, TN	2021	50%		89,674	N/A		N/A	None
CBL Center (3)    Chattanooga, TN	2001	92%		131,895		131,895	99%	None
CBL Center II (3)    Chattanooga, TN	2008	92%		71,007		71,007	76%	None
Element by Westin (1)(2)    Wilmington, NC	2025	49%		15,797	N/A		N/A	None
Pearland Office     Pearland, TX	2009	100%		64,923		64,923	91%	None
Total Other				373,296		267,825	91%

(1)This property is owned in an unconsolidated joint venture.

(2)The property is managed by a property manager that is affiliated with the third-party partner, which receives a fee for its services. The third-party partner controls the cash flow distributions, although our approval is required for certain major decisions.

(3)We own a 92% interest in the CBL Center office buildings, with an aggregate square footage of approximately 202,000 square feet, where our corporate headquarters is located. As of December 31, 2025, we occupied approximately 38% of the total square footage of the buildings.

Anchors and Junior Anchors

Anchors and Junior Anchors are an important factor in a property’s successful performance. However, over the past several years the number of traditional department store anchors have declined, providing us the opportunity to redevelop these spaces to attract new uses such as restaurants, entertainment, fitness centers, casinos, grocery stores and lifestyle retailers that engage consumers and encourage them to spend more time at our properties. Anchors are generally a department store or, increasingly, other large format tenants, including retailers whose merchandise appeals to a broad range of shoppers, and non-retail uses. Anchors play a significant role in generating customer traffic and creating a desirable location for the property's tenants.

37

Anchors and Junior Anchors may own their stores and the land underneath, as well as the adjacent parking areas, or may enter into long-term leases with respect to their stores. Rental rates per square foot for Anchor tenants are significantly lower than the rents charged to non-anchor tenants. Total revenues from Anchors and Junior Anchors accounted for 16.7% of the total revenues from our properties in 2025. Each Anchor and Junior Anchor that owns its store has entered into an operating and reciprocal easement agreement with us covering items such as operating covenants, reciprocal easements, property operations, initial construction and future expansion.

During 2025, the following Anchors and Junior Anchors were added to our properties:

Name	Property	Location
Ashley Furniture Home Store	Meridian Mall	Lansing, MI
Barnes & Noble	Sunrise Mall	Brownsville, TX
Barnes & Noble	York Town Center	York, PA
Dave & Buster's	Mayfaire Town Center	Wilmington, NC
Giselle's	Oak Park Mall	Overland Park, KS
Joplin Expo Center	Northpark Mall	Joplin, MO
Phoenix Theatres	Governor's Square	Clarksville, TN
Planet Fitness	Arbor Place	Douglasville, GA
Primark	CoolSprings Galleria	Nashville, TN
Q	Arbor Place	Douglasville, GA
Z Cages Hitter's Hangout	Sunrise Mall	Brownsville, TX

As of December 31, 2025, our properties had a total of 415 Anchors and Junior Anchors, including 44 vacant Anchor and Junior Anchor locations, and excluding Anchors and Junior Anchors at Excluded Properties. The Anchors and Junior Anchors and the amount of GLA leased or owned by each as of December 31, 2025 is as follows:

	Number of Stores				Gross Leasable Area
		Anchor Owned				Anchor Owned
Anchor/Junior Anchor	Leased (Owned by CBL)	Owned by Others	Ground Leased (Owned by CBL)	Total	Leased (Owned by CBL)	Owned by Others	Ground Leased (Owned by CBL)	Total Gross Leased Area
JC Penney	15	19	5	39	1,514,978	2,445,415	689,420	4,649,813
Dillard's	1	29	3	33	27,115	3,971,617	559,612	4,558,344
Macy's	7	9	2	18	764,864	1,538,132	417,862	2,720,858
Belk	7	11	3	21	554,638	1,552,713	300,995	2,408,346
Academy Sports + Outdoors	3	—	—	3	199,091	—	—	199,091
Aldi	1	—	—	1	23,708	—	—	23,708
AMC Theatres	4	—	1	5	165,694	—	56,255	221,949
American Signature Furniture	—	1	—	1	—	61,620	—	61,620
Appliance Factory Mattress Kingdom	—	1	—	1	—	59,314	—	59,314
Ashley HomeStore	1	—	—	1	95,340	—	—	95,340
At Home	—	1	—	1	—	124,700	—	124,700
Barnes & Noble	15	—	—	15	449,983	—	—	449,983
Best Buy	4	—	1	5	156,602	—	45,070	201,672
Big Air Trampoline Park	1	—	—	1	33,938	—	—	33,938
BJ's Wholesale Club	1	1	—	2	85,188	104,137	—	189,325
Bob's Discount Furniture	1	—	—	1	20,308	—	—	20,308
Bomgaars	—	1	—	1	—	83,055	—	83,055
Books-A-Million, Inc.:
Books-A-Million	1	—	—	1	20,642	—	—	20,642
2nd & Charles	1	—	—	1	23,538	—	—	23,538
Books-A-Million, Inc. Subtotal	2	—	—	2	44,180	—	—	44,180
Boscov's	—	1	—	1	—	150,000	—	150,000
Burlington	1	2	—	3	28,000	94,049	—	122,049
Cabela's	—	1	—	1	—	75,330	—	75,330
Cinemark	6	—	—	6	306,348	—	—	306,348
City of College Station	—	1	—	1	—	103,888	—	103,888
Costco	—	1	—	1	—	153,973	—	153,973
Crunch Fitness	2	2	—	4	70,425	88,958	—	159,383
Dave & Buster's	3	1	—	4	83,316	26,509	—	109,825

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	Number of Stores				Gross Leasable Area
		Anchor Owned				Anchor Owned
Anchor/Junior Anchor	Leased (Owned by CBL)	Owned by Others	Ground Leased (Owned by CBL)	Total	Leased (Owned by CBL)	Owned by Others	Ground Leased (Owned by CBL)	Total Gross Leased Area
Dick's Sporting Goods	19	1	2	22	1,102,116	50,000	280,586	1,432,702
Dunham's Sports	1	—	—	1	80,551	—	—	80,551
EFO Furniture & Mattress Outlet	1	—	—	1	43,171	—	—	43,171
Electronic Express	—	2	—	2	—	87,573	—	87,573
Encore	3	—	—	3	74,583	—	—	74,583
Flip N Fly	1	—	—	1	27,972	—	—	27,972
Flix Brewhouse	1	—	—	1	39,150	—	—	39,150
Foot Locker	1	—	—	1	22,847	—	—	22,847
The Fresh Market	1	—	—	1	21,442	—	—	21,442
Gabe's	—	1	—	1	—	29,596	—	29,596
Giselle's	1	—	—	1	21,301	—	—	21,301
H&M	23	—	—	23	511,417	—	—	511,417
Hamrick's	1	—	—	1	40,000	—	—	40,000
Harris Teeter	—	—	1	1	—	—	72,757	72,757
Havertys Furniture	1	—	—	1	25,080	—	—	25,080
High Caliber Karting	1	—	—	1	100,683	—	—	100,683
Hobby Lobby	1	2	—	3	51,668	163,104	—	214,772
Hollywood Casino	1	—	—	1	79,500	—	—	79,500
Home Trends	1	—	—	1	128,330	—	—	128,330
Hospital Corporation of America	1	—	—	1	48,000	—	—	48,000
I. Keating Furniture	1	—	—	1	103,994	—	—	103,994
Joplin Expo Center	—	1	—	1	—	85,000	—	85,000
Kings Dining & Entertainment	1	—	—	1	22,678	—	—	22,678
Kohl's	1	3	1	5	86,584	225,771	83,000	395,355
Launch Trampoline Park	1	—	—	1	31,989	—	—	31,989
Levin Furniture	1	—	—	1	55,314	—	—	55,314
Life Storage	—	1	—	1	—	131,915	—	131,915
Live! Casino Pittsburgh	1	—	—	1	129,552	—	—	129,552
LIVE Ventures, Inc.:
V-Stock	1	—	—	1	23,058	—	—	23,058
Vintage Stock	1	—	—	1	46,108	—	—	46,108
LIVE Ventures, Inc. Subtotal	2	—	—	2	69,166	—	—	69,166
Madison School & Community Recreation	—	1	—	1	—	21,200	—	21,200
Main Event	1	2	—	3	61,844	101,603	—	163,447
Marcus Theatres	1	—	—	1	57,500	—	—	57,500
Mega Furniture	—	1	—	1	—	75,000	—	75,000
Metcalfe's Market	—	1	—	1	—	67,365	—	67,365
Michaels	4	1	—	5	89,745	23,645	—	113,390
Murdoch's Farm & Ranch	—	1	—	1	—	60,241	—	60,241
Nickels and Dimes, Inc.:
Tilt	1	—	—	1	22,484	—	—	22,484
Tilt Studio	5	—	—	5	347,046	—	—	347,046
Tilted 10	1	—	—	1	50,000	—	—	50,000
Nickels and Dimes, Inc. Subtotal	7	—	—	7	419,530	—	—	419,530
Nike Factory Store	1	—	—	1	22,479	—	—	22,479
Nordstrom	—	—	2	2	—	—	385,000	385,000
Nordstrom Rack	3	—	—	3	80,131	—	—	80,131
O2 Fitness	1	—	—	1	27,048	—	—	27,048
Office Depot	1	—	—	1	23,425	—	—	23,425
OfficeMax	—	1	—	1	—	24,606	—	24,606
Old Navy	1	—	—	1	20,257	—	—	20,257
Ollie's Bargain Outlet	1	—	—	1	28,446	—	—	28,446
One Life Fitness	—	1	—	1	—	49,241	—	49,241
PA Fitness	1	—	—	1	30,664	—	—	30,664

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	Number of Stores				Gross Leasable Area
		Anchor Owned				Anchor Owned
Anchor/Junior Anchor	Leased (Owned by CBL)	Owned by Others	Ground Leased (Owned by CBL)	Total	Leased (Owned by CBL)	Owned by Others	Ground Leased (Owned by CBL)	Total Gross Leased Area
PetSmart	2	—	—	2	46,248	—	—	46,248
Phoenix Theatres	1	—	—	1	42,312	—	—	42,312
Planet Fitness	5	—	—	5	120,630	—	—	120,630
Primark	1	—	—	1	50,704	—	—	50,704
Publix	1	—	—	1	45,600	—	—	45,600
Q	1	—	—	1	25,841	—	—	25,841
Reaching Out For Jesus Christian Center	1	—	—	1	43,632	—	—	43,632
Regal Cinemas	2	1	1	4	119,407	57,854	60,400	237,661
REI	1	—	—	1	24,427	—	—	24,427
Rooms To Go	—	1	—	1	—	45,000	—	45,000
Ross Dress for Less	7	2	—	9	190,751	70,981	—	261,732
Saks Fifth Avenue OFF 5TH	1	—	—	1	24,807	—	—	24,807
Scheel's	1	1	1	3	141,840	107,386	81,296	330,522
Schuler Books & Music	1	—	—	1	30,432	—	—	30,432
Shoe Station	1	—	—	1	28,777	—	—	28,777
ShopRite	1	—	—	1	87,381	—	—	87,381
Sleep Inn & Suites	—	—	1	1	—	—	123,506	123,506
Southwest Theaters	1	—	—	1	29,830	—	—	29,830
Spare Time Entertainment	—	1	—	1	—	39,109	—	39,109
Sports Center	1	—	—	1	60,000	—	—	60,000
Sportsman's Warehouse	—	1	—	1	—	48,171	—	48,171
Stars and Strikes	1	—	—	1	52,727	—	—	52,727
Target	—	8	—	8	—	935,680	—	935,680
Thrill Factory	1	—	—	1	47,943	—	—	47,943
The TJX Companies, Inc.:
HomeGoods	5	1	—	6	121,369	26,355	—	147,724
Marshalls	6	—	—	6	179,050	—	—	179,050
T.J. Maxx	4	1	—	5	110,931	28,081	—	139,012
The TJX Companies, Inc. Subtotal	15	2	—	17	411,350	54,436	—	465,786
Total Wine and More	—	1	—	1	—	28,350	—	28,350
TruFit	1	1	—	2	45,179	43,145	—	88,324
Truist	—	—	1	1	—	—	60,000	60,000
Truliant Federal Credit Union	—	1	—	1	—	150,447	—	150,447
Urban Air Adventure Park	1	1	—	2	33,860	30,404	—	64,264
Urban Planet	1	—	—	1	30,463	—	—	30,463
Vertical Trampoline Park	1	—	—	1	24,972	—	—	24,972
Von Maur	—	1	—	1	—	82,377	—	82,377
Whole Foods	1	—	1	2	26,841	—	34,320	61,161
Z Cages Hitters' Hangout	1	—	—	1	42,000	—	—	42,000
Vacant Anchor/Junior Anchor:
Vacant - former AMC Theaters	1	—	—	1	31,119	—	—	31,119
Vacant - former Ashley HomeStore	1	—	—	1	20,487	—	—	20,487
Vacant - former Bealls	3	—	—	3	109,209	—	—	109,209
Vacant - former Ben's Furniture and Antiques	1	—	—	1	23,895	—	—	23,895
Vacant - former Bergner's	1	—	—	1	131,616	—	—	131,616
Vacant - former Boston Store	—	1	—	1	—	138,755	—	138,755
Vacant - former Burlington	1	—	—	1	63,013	—	—	63,013
Vacant - former Conn's Home Plus	—	2	—	2	—	88,312	—	88,312
Vacant - former Dillard's	2	1	—	3	116,376	99,828	—	216,204
Vacant - former Forever 21	2	—	—	2	43,999	—	—	43,999
Vacant - former H&M	1	—	—	1	20,268	—	—	20,268
Vacant - former Jo-Ann Fabrics and Crafts	3	—	—	3	73,738	—	—	73,738

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	Number of Stores				Gross Leasable Area
		Anchor Owned				Anchor Owned
Anchor/Junior Anchor	Leased (Owned by CBL)	Owned by Others	Ground Leased (Owned by CBL)	Total	Leased (Owned by CBL)	Owned by Others	Ground Leased (Owned by CBL)	Total Gross Leased Area
Vacant - former Macy's	4	2	—	6	361,246	362,122	—	723,368
Vacant - former Overstock Furniture and Mattress	1	—	—	1	59,360	—	—	59,360
Vacant - former Party City	1	—	—	1	20,841	—	—	20,841
Vacant - former Schuler Books & Music (1)	1	—	—	1	24,116	—	—	24,116
Vacant - former Sears	4	9	2	15	468,989	1,078,057	275,988	1,823,034
Current Developments:
BJ's Wholesale Club	—	1	—	1	—	99,804	—	99,804
Dave & Buster's	1	—	—	1	48,270	—	—	48,270
Novant Health (2)	—	1	—	1	—	174,643	—	174,643
Paddock Market (3)	—	1	—	1	—	145,209	—	145,209
Sound Force (4)	—	1	—	1	—	158,771	—	158,771
Total Anchors/Junior Anchors	244	143	28	415	11,846,369	15,868,111	3,526,067	31,240,547

(1)In February 2025, Schuler Books & Music relocated to the former Bed Bath & Beyond at Meridian Mall.

(2)The former Sears space at Hanes Mall will be redeveloped for future office and retail space (owned by others).

(3)Paddock Market at Paddock Mall opened in January 2026.

(4)Sound Force is expected to open in the former JC Penney space at Northgate Mall in 2026.

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Mortgage Loans Outstanding at December 31, 2025 (in thousands):

Property	Our Ownership Interest			Stated Interest Rate			Principal Balance as of 12/31/25 (1)		2026 Debt Service (1)(2)		Maturity Date	Optional Extended Maturity Date		Balloon Payment Due on Maturity (1)		Footnote
Consolidated Debt
Malls:
Arbor Place		100	%		5.10	%	$	85,515	$	3,008	May-26		—	$	84,323
CoolSprings Galleria		100	%		4.84	%		133,958		9,803	May-28		—		125,774
Cross Creek Mall		100	%		6.86	%		77,603		6,530	Aug-30		—		71,112
Fayette Mall		100	%		4.25	%		101,683		4,858	May-26		—		98,598
Hamilton Place		90	%		4.36	%		86,636		2,978	Jun-26		—		85,535
Jefferson Mall		100	%		4.75	%		48,990		2,054	Jun-26		—		48,102	(3)
Northwoods Mall		100	%		5.08	%		47,615		1,391	Apr-26		—		47,031
Oak Park Mall		100	%		3.97	%		245,665		17,560	Oct-30		—		220,015
Parkdale Mall & Crossing		100	%		5.85	%		49,075		1,435	Mar-26		—		48,345
Volusia Mall		100	%		4.56	%		33,165		875	May-26		—		32,918
West County Center		100	%		3.40	%		140,024		9,232	Dec-26		—		135,542
								1,049,929		59,724					997,295
Outlet Centers:
The Outlet Shoppes at Gettysburg		50	%		4.80	%		19,438		934	Oct-25		—		19,438	(4)
The Outlet Shoppes at Laredo		65	%		7.62	%		31,380		2,038	Jun-26		—		30,680
								50,818		2,972					50,118
Open-Air Centers, Outparcels and Other:
Hamilton Place open-air centers loan	90% - 92%				5.85	%		64,595		4,602	Jun-32		—		58,208
2032 non-recourse bank loan		100	%		7.75	%		442,956		33,998	Oct-30	Oct-32			442,956	(5)
								507,551		38,600					501,164
Corporate Debt:
Secured term loan		100	%		6.74	%		646,722		38,124	Nov-26	Nov-27			646,722
Total Consolidated Debt							$	2,255,020	$	139,420				$	2,195,299
Unconsolidated Debt
Malls:
Coastal Grand Mall		50	%		5.09	%	$	79,529	$	7,023	Aug-28		—	$	73,583	(6)
Coastal Grand Mall - Dick's Sporting Goods		50	%		8.05	%		6,575		253	May-26		—		6,544
								86,104		7,276					80,127
Outlet Centers:
The Outlet Shoppes at Atlanta		50	%		7.85	%		79,330		6,314	Oct-33		—		79,330
The Outlet Shoppes at El Paso		50	%		5.10	%		65,843		4,888	Oct-28		—		61,342
The Outlet Shoppes of the Bluegrass		65	%		6.84	%		65,313		5,183	Nov-34		—		57,387
								210,486		16,385					198,059
Lifestyle Centers:
Friendly Center		50	%		6.44	%		142,529		12,542	May-28		—		136,837
Open-Air Centers:
Ambassador Town Center		65	%		4.35	%		38,967		2,809	Jun-29		—		34,953
Coastal Grand Crossing		50	%		5.09	%		3,838		336	Aug-28		—		3,557	(6)
Hammock Landing - Phase I		50	%		5.86	%		34,364		2,670	Dec-34		—		26,699
Hammock Landing - Phase II		50	%		5.86	%		9,818		763	Dec-34		—		7,628
The Pavilion at Port Orange		50	%		5.93	%		43,000		2,587	Oct-30		—		43,000
The Shoppes at Eagle Point		50	%		5.40	%		37,889		2,695	May-32		—		32,998
York Town Center		50	%		6.00	%		28,420		1,086	Jun-26		—		28,193
								196,296		12,946					177,028
Outparcels and Other:
Ambassador Town Center Infrastructure Improvements		65	%		7.26	%		2,797		1,764	Mar-27		—		36	(7)
Friendly Center Medical Office		25	%		6.11	%		6,745		418	Jun-30		—		6,745

42

Property	Our Ownership Interest			Stated Interest Rate			Principal Balance as of 12/31/25 (1)		2026 Debt Service (1)(2)		Maturity Date	Optional Extended Maturity Date		Balloon Payment Due on Maturity (1)		Footnote
Hamilton Place Aloft Hotel		50	%		7.20	%		14,091		1,298	Jun-29		—		13,054
Mayfaire Town Center - hotel development		49	%		7.09	%		18,900		1,578	Jan-28				18,255
								42,533		5,058					38,090
Excluded Properties:
Southpark Mall		100	%		4.85	%		48,271		—	Jun-26		—		48,271	(8)
Total Unconsolidated Debt							$	726,219	$	54,207				$	678,412
Total Consolidated and Unconsolidated Debt							$	2,981,239	$	193,627				$	2,873,711
Company's Pro-Rata Share of Total Debt							$	2,622,566	$	165,997						(9)

(1)The amount listed includes 100% of the loan or payment amount even though the Operating Partnership may have less than a 100% ownership interest in the property.

(2)Amounts are based on interest rates in effect at December 31, 2025 and do not reflect any future principal paydowns in excess of scheduled principal amortization.

(3)Subsequent to December 31, 2025, we were notified by the lender that the loan was in default and the property was placed into receivership. See Note 18.

(4)The loan is in maturity default. The 2026 debt service and the balloon payment due on maturity assume interest payments throughout 2026, with a final payment in December 2026.

(5)This loan was previously referred to as the "open-air centers and outparcels loan". The interest rate is a fixed 7.70% for $367,956 of the outstanding loan balance through July 2030, with the remaining loan balance bearing a variable interest rate based on the 30-day secured overnight financing rate ("SOFR") plus 4.10%. The full principal balance will convert to a variable rate after July 2030. The Operating Partnership has an interest rate swap on a notional amount of $32,000 related to the variable portion of the loan to effectively fix the interest rate at 7.3975%.

(6)In September 2025, the Company entered into a forbearance agreement that waived the previous default interest and extended the maturity date through August 2028. The forbearance agreement provides for default interest on the outstanding loan balance of 1%, 2% and 3% for each successive year of the forbearance agreement.

(7)The Operating Partnership guarantees 100% of the loan.

(8)We are in discussions with the lender regarding foreclosure actions.

(9)Represents the Company's pro rata share of debt, including our share of unconsolidated affiliates' debt and excluding noncontrolling interests' share of consolidated debt on shopping center properties.

The following is a reconciliation of consolidated debt to our pro rata share of total debt, including debt discounts and unamortized deferred financing costs (in thousands):

Total consolidated debt	$	2,255,020
Noncontrolling interests' share of consolidated debt		(34,864	)
Company's share of unconsolidated debt		354,139
Other debt (1)		48,271
Unamortized deferred financing costs		(12,199	)
Unamortized debt discounts		(74,708	)
Company's pro rata share of total debt	$	2,535,659

(1)Represents the outstanding loan balance for a property that was deconsolidated due to a loss of control when the property was placed into receivership in connection with the foreclosure process.

See Note 7 and Note 8 to the consolidated financial statements for additional information regarding property-specific indebtedness.

ITEM 3. LEGAL PROCEEDINGS

The information in response to this Item 3 is incorporated by reference herein from Note 14. Contingencies.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock trades on the New York Stock Exchange under the symbol "CBL".

Holders

There were approximately 506 shareholders of record for our common stock as of February 26, 2026. A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers and other financial institutions.

Dividends

The decision to declare and pay dividends on any outstanding shares of our common stock, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our board of directors and will depend on our earnings, taxable income, FFO, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our then-current indebtedness, the annual distribution requirements under the REIT provisions of the Internal Revenue Code, Delaware law and such other factors as our board of directors deems relevant. Our actual results of operations will be affected by a number of factors, including the revenues received from our properties, our operating expenses, interest expense, unanticipated capital expenditures and the ability of the anchors and tenants at our properties to meet their obligations for payment of rents and tenant reimbursements. For additional information, see discussion presented under the subheading “Dividends” in Note 9 of this report.

Issuances Under Equity Compensation Plans

See Part III, Item 12 contained herein for information regarding securities authorized for issuance under equity compensation plans.

Issuer Purchases of Equity Securities

The table below presents information with respect to repurchases of common stock made by us during the three months ended December 31, 2025.

Period	Total Number of Shares Purchased			Average Price Paid Per Share			Total Number of Shares Purchased as Part of a Publicly Announced Plan (1)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan (in thousands)
October 1–31, 2025		101,500		$	29.25			101,500	$	17,671
November 1–30, 2025		267,582			32.68			267,582		16,257
December 1–31, 2025		113,060	(2)		35.62	(3)		57,826		14,293
Total		482,142						426,908

(1)In May 2025, our board of directors authorized the repurchase of up to $25.0 million of our outstanding common stock. The May 2025 share repurchase program was replaced by a new $25.0 million share repurchase program authorized by our board of directors in November 2025 to run through November 5, 2026. Subsequent to October 2025, all share repurchases were made under the new share repurchase program.

(2)Includes 55,234 shares surrendered to us by employees to satisfy federal and state income tax requirements related to vesting of shares of restricted stock.

(3)For the 55,234 shares surrendered to satisfy federal and state income tax requirements, $37.37 represented the average market value per share of the common stock on the vesting date, which was used to determine the number of shares required to be surrendered to satisfy income tax withholding requirements.

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Performance Graph

The graph that follows compares the cumulative total stockholder return on the Company’s common stock with the cumulative total return on the Russell 3000 Index and the FTSE NAREIT All Equity REITs Index. The results are based on an assumed $100 invested on November 2, 2021 (the first day of trading on the NYSE following the Company’s emergence from bankruptcy and the NYSE listing), at the market close, through December 31, 2025, with all dividends reinvested. Share price performance presented below is not necessarily indicative of future results.

			Period Ending
Index	11/02/21		12/31/21		12/31/22		12/31/23		12/31/24		12/31/25
CBL & Associates Properties, Inc.		100.00		104.00		85.32		96.38		123.87		169.96
Russell 3000 Index		100.00		101.61		82.09		103.40		128.02		149.97
FTSE NAREIT All Equity REITs Index		100.00		107.05		80.34		89.47		93.87		96.00

ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes that are included in this annual report. Capitalized terms used, but not defined, in this Management’s Discussion and Analysis of Financial Condition and Results of Operations have the same meanings as defined in the notes to the consolidated financial statements.

This section of this annual report on Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. See Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our annual report on Form 10-K for the year ended December 31, 2024 for a similar discussion and year-to-year comparisons between 2024 and 2023.

Executive Overview

We are a self-managed, self-administered, fully integrated REIT that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, outlet centers, lifestyle centers, open-air centers and other properties. As of December 31, 2025, we own interests in 86 properties, consisting of 47 malls, 25 open-air centers, five outlet centers, four lifestyle centers and five other properties, including single-tenant and multi-tenant outparcels. As of December 31, 2025, our shopping centers are located in 22 states, and are primarily in the southeastern and midwestern United States. We have elected to be taxed as a REIT for federal income tax purposes.

We conduct substantially all our business through the Operating Partnership. The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE. See Item 2 for a description of our properties owned and under development as of December 31, 2025.

The following summarizes our net income (loss) and net income (loss) attributable to common shareholders (in thousands):

	Year Ended December 31,
	2025		2024
Net income	$	134,526	$	57,117
Net income attributable to common shareholders	$	133,878	$	57,764

Significant items that affected comparability between the years include:

•Items increasing net income for the year ended December 31, 2025 compared to the year ended December 31, 2024 include:

oRental revenues were $65.1 million higher;

oGain on deconsolidation was $33.9 million higher;

oEquity in earnings was $30.3 million higher; and

oGain on sales of real estate assets was $57.6 million higher.

•Items decreasing net income for the year ended December 31, 2025 compared to the year ended December 31, 2024 include:

oDepreciation and amortization was $24.6 million higher;

oInterest expense was $21.5 million higher;

oTotal property operating expense was $29.2 million higher;

oGain on consolidation was $26.7 million lower;

oGeneral and administrative expense was $1.8 million higher;

oLoss on impairment was $1.7 million higher; and

oInterest and other income was $2.5 million lower.

Our focus is on continuing to execute our strategy to improve occupancy, drive rent growth and transform the offerings available at our properties to include a targeted mix of retail, service, dining, entertainment and other non-retail uses, primarily through the re-tenanting of former anchor locations as well as diversification of in-line tenancy. This operational strategy is also supported by our balance sheet strategy of reducing overall debt, extending our debt maturity schedule and lowering our overall cost of borrowings to limit maturity risk, as well as improving net cash flow and enhancing enterprise value. In July 2025, we closed on the acquisition of four enclosed malls: Ashland Town Center in Ashland, KY, Mesa Mall in Grand Junction, CO, Paddock Mall in Ocala, FL, and Southgate Mall in Missoula, MT. The acquisition represents significant progress in the execution of our portfolio optimization strategy as we utilize proceeds from sales of non-core assets and open-air centers, such as the sales of two open-air centers, The Promenade and Fremaux Town Center, to invest in higher cash flow yielding opportunities.

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Results of Operations

Properties that were in operation for the entire year during both 2025 and 2024 are referred to as the “2025 Comparable Properties.” Since January 2024, we have opened, consolidated, deconsolidated, acquired and disposed of the following properties:

Properties Opened

Property	Location	Date Opened
Friendly Center Medical Office (1)	Greensboro, NC	August 2024

(1)The property is owned by a joint venture that is accounted for using the equity method of accounting and is included in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements of operations.

Consolidations

Property	Location	Date of Consolidation
CoolSprings Galleria	Nashville, TN	December 2024
Oak Park Mall	Overland Park, KS	December 2024
West County Center	Des Peres, MO	December 2024

Acquisitions

Property	Location	Date of Acquisition
Ashland Town Center	Ashland, KY	July 2025
Mesa Mall	Grand Junction, CO	July 2025
Paddock Mall	Ocala, FL	July 2025
Southgate Mall	Missoula, MT	July 2025

Deconsolidations

Property	Location	Date of Deconsolidation
Southpark Mall	Colonial Heights, VA	July 2025

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Dispositions

Property	Location	Date of Disposition
Layton Hills Mall	Layton, UT	August 2024
Layton Hills Convenience Center	Layton, UT	September 2024
Layton Hills Plaza	Layton, UT	September 2024
Monroeville Mall	Monroeville, PA	January 2025
Annex at Monroeville	Monroeville, PA	January 2025
Imperial Valley Mall	El Centro, CA	February 2025
840 Greenbrier Circle	Chesapeake, VA	June 2025
The Promenade	D'Iberville, MS	July 2025
Fremaux Town Center (1)	Slidell, LA	October 2025

(1)The property was owned by a joint venture that was accounted for using the equity method of accounting and was included in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements of operations.

We consider properties undergoing major redevelopment, properties being considered for repositioning, properties where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender as non-core. As of December 31, 2025, Brookfield Square, Harford Mall, Laurel Park Place and Southpark Mall were designated as non-core.

Comparison of the Results of Operations for the Years Ended December 31, 2025 and 2024

Revenues

(in thousands)

	Year Ended December 31,
	2025		2024		Change			Malls		Outlet Centers			Lifestyle Centers			Open-Air Centers			All Other
Rental revenues	$	558,985	$	493,876	$	65,109		$	71,454	$	(270	)	$	2,518		$	(6,012	)	$	(2,581	)
Management, development and leasing fees		5,114		7,609		(2,495	)		—		—			—			—			(2,495	)
Other		14,274		14,076		198			950		(100	)		(128	)		(174	)		(350	)
Total revenues	$	578,373	$	515,561	$	62,812		$	72,404	$	(370	)	$	2,390		$	(6,186	)	$	(5,426	)

Rental revenues increased primarily due to the consolidation of three malls in December 2024, as well as the acquisition of four malls in July 2025, which resulted in an increase of $100.0 million during the current year. The increase was partially offset by $35.5 million of rental revenues associated with properties sold since the prior year. Rental revenues at the comparable properties were relatively flat compared to the prior year.

Operating Expenses

(in thousands)

	Year Ended December 31,
	2025			2024			Change			Malls			Outlet Centers			Lifestyle Centers			Open-Air Centers			All Other
Property operating	$	(101,941	)	$	(90,052	)	$	(11,889	)	$	(13,848	)	$	(280	)	$	7		$	(151	)	$	2,383
Real estate taxes		(57,458	)		(47,365	)		(10,093	)		(10,597	)		(242	)		35			(1	)		712
Maintenance and repairs		(44,954	)		(37,732	)		(7,222	)		(6,623	)		(87	)		(355	)		(186	)		29
Property operating expenses		(204,353	)		(175,149	)		(29,204	)		(31,068	)		(609	)		(313	)		(338	)		3,124
Depreciation and amortization		(165,156	)		(140,591	)		(24,565	)		(35,734	)		384			1,411			6,974			2,400
General and administrative		(69,040	)		(67,254	)		(1,786	)		—			—			—			—			(1,786	)
Loss on impairment		(3,193	)		(1,461	)		(1,732	)		—			—			—			—			(1,732	)
Litigation settlement		—			553			(553	)		—			—			—			—			(553	)
Other		(57	)		(230	)		173			(57	)		—			—			—			230
Total operating expenses	$	(441,799	)	$	(384,132	)	$	(57,667	)	$	(66,859	)	$	(225	)	$	1,098		$	6,636		$	1,683

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Total property operating expenses increased primarily due to the consolidation of three malls in December 2024, as well as the acquisition of four malls in July 2025, which resulted in an increase of $37.2 million during the current year. The increase was partially offset by $10.4 million of total property operating expenses associated with properties sold since the prior year. Also, the increase was impacted by state franchise tax rebates received in the prior year, as well as higher snow removal expense during the current year.

Depreciation and amortization expense increased primarily due to the addition of tangible assets and intangible lease assets recognized upon the consolidation of three malls in December 2024, as well as the acquisition of four malls in July 2025, which resulted in an increase of $61.7 million during the current year. The increase was partially offset by tenant improvement and intangible in-place lease assets recognized upon the adoption of fresh start accounting on November 1, 2021 becoming fully depreciated or amortized since the prior year. Also, dispositions accounted for an $11.5 million decrease in the current year as compared to the prior year.

General and administrative expense increased $1.8 million primarily due to fees paid to third parties associated with the modification of the 2032 non-recourse bank loan (previously referred to as the "open-air centers and outparcels loan"), as well as higher stock compensation expense in the current year due to awards granted since the prior year.

During the year ended December 31, 2025, we recorded loss on impairment of $3.2 million related to the sales of 840 Greenbrier Circle and a land parcel, which were sold for less than their carrying values. During the year ended December 31, 2024, we recorded loss on impairment of $1.5 million related to two outparcels we sold for less than each asset's carrying value.

Other Income and Expenses

Interest and other income decreased $2.5 million during the year ended December 31, 2025 as compared to the prior year primarily due to holding U.S. Treasury securities that carried lower interest rates in the current year.

Interest expense increased $21.5 million during the year ended December 31, 2025 as compared to the prior year. The increase was primarily due to higher accretion of property-level debt discounts and property-level interest expense associated with the consolidation of three malls in December 2024. The increase was partially offset by lower interest expense on the secured term loan due to paydowns and principal amortization that has occurred since the prior year, as well as a lower variable interest rate in the current year.

For the year ended December 31, 2025, we recorded a $33.9 million gain on deconsolidation related to Southpark Mall. The property was deconsolidated due to a loss of control when it was placed into receivership in connection with the foreclosure process.

For the year ended December 31, 2024, we recognized a $26.7 million gain on consolidation related to the acquisition of our partner's 50% joint venture interests in CoolSprings Galleria, Oak Park Mall and West County Center.

Equity in earnings of unconsolidated affiliates increased $30.3 million during the year ended December 31, 2025 as compared to the prior year. The increase was primarily due to a gain on the sale of Fremaux Town Center.

During the year ended December 31, 2025, we recognized $74.2 million of gain on sales of real estate assets related to the sales of The Promenade, Imperial Valley Mall, Monroeville Mall, Annex at Monroeville, three outparcels associated with the Monroeville Mall properties, a land parcel associated with Imperial Valley Mall, an outparcel and two land parcels. During the year ended December 31, 2024, we recognized a $16.7 million gain on sales of real estate assets related to the sales of Layton Hills Mall, Layton Hills Convenience Center, Layton Hills Plaza, 10 outparcels, of which 9 outparcels were associated with the Layton Hills properties, two land parcels and an anchor parcel.

Non-GAAP Measure

Same-center Net Operating Income

NOI is a supplemental non-GAAP measure of the operating performance of our shopping centers and other properties. We define NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs). We also exclude the impact of lease termination fees and certain non-cash items such as straight-line rents and reimbursements, write-offs of landlord inducements and net amortization of acquired above and below market leases.

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We compute NOI based on the Operating Partnership's pro rata share of both consolidated and unconsolidated properties. We believe that presenting NOI and same-center NOI (described below) based on our Operating Partnership’s pro rata share of both consolidated and unconsolidated properties is useful since we conduct substantially all our business through our Operating Partnership and, therefore, it reflects the performance of our properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in the Operating Partnership. Our definition of NOI may be different than that used by other companies, and accordingly, our calculation of NOI may not be comparable to that of other companies.

Since NOI includes only those revenues and expenses related to the operations of our shopping center properties, we believe that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates, sales at our properties and operating costs and the impact of those trends on our results of operations. Our calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, and amortization of above- and below-market lease intangibles in order to enhance the comparability of results from one period to another.

We include a property in our same-center pool when we have owned all or a portion of the property since January 1 of the preceding calendar year and it has been in operation for both the entire preceding calendar year ended December 31, 2024 and the current year ended December 31, 2025. New properties are excluded from same-center NOI until they meet these criteria. Properties excluded from the same-center pool, which would otherwise meet these criteria, are properties undergoing major redevelopment or being considered for repositioning, or where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender ("Excluded Properties"). As of December 31, 2025, Brookfield Square, Harford Mall, Laurel Park Place and Southpark Mall were classified as Excluded Properties.

Due to the exclusions noted above, same-center NOI should only be used as a supplemental measure of our performance and not as an alternative to GAAP operating income (loss) or net income (loss). A reconciliation of our same-center NOI to net income for the years ended December 31, 2025 and 2024 is as follows (in thousands):

	Year Ended December 31,
	2025			2024
Net income	$	134,526		$	57,117
Adjustments: (1)
Depreciation and amortization, including our share of unconsolidated affiliates and net of noncontrolling interests' share		176,597			154,812
Interest expense, including our share of unconsolidated affiliates and net of noncontrolling interests' share		199,735			217,354
Abandoned projects expense		27			230
Gain on sales of real estate assets		(74,229	)		(16,676	)
Gain on sales of real estate assets of unconsolidated affiliates		(33,567	)		(68	)
Adjustment for unconsolidated affiliates with negative investment		12,811			(9,974	)
Loss on extinguishment of debt		217			819
Gain on deconsolidation		(33,851	)		—
Gain on consolidation		—			(26,727	)
Loss on impairment, including our share of unconsolidated affiliates		3,875			1,461
Litigation settlement		—			(553	)
Income tax provision		475			1,055
Lease termination fees		(2,088	)		(2,357	)
Straight-line rent and above- and below-market lease amortization		14,389			14,642
Net loss attributable to noncontrolling interests in other consolidated subsidiaries		1,462			1,857
General and administrative expenses		69,040			67,254
Management fees and non-property level revenues		(22,121	)		(25,049	)
Operating Partnership's share of property NOI		447,298			435,197
Non-comparable NOI		(26,827	)		(16,732	)
Total same-center NOI (2)	$	420,471		$	418,465

(1)Adjustments are based on our Operating Partnership's pro rata ownership share, including our share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated properties.

(2)Due to the purchase of the Company's joint venture partner's 50% interest in CoolSprings Galleria, Oak Park Mall and West County Center during December 2024, same-center NOI is reflected at 100% for those properties for all periods.

Same-center NOI increased 0.5% for the year ended December 31, 2025 as compared to the prior year. The $2.0 million increase for the year ended December 31, 2025 compared to the same period in 2024 primarily consisted of an $8.0 million increase in revenues offset by a $6.0 million increase in operating expenses. Rental revenues were $7.1 million higher primarily due to higher minimum rents and tenant reimbursements in the current year. The increase in rental revenues was partially offset by lower percentage rents during the current year as compared to the prior year. Property operating

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expenses increased in the current year primarily due to one-time real estate and franchise tax refunds received in the prior year as well as higher utility and maintenance expense.

Operational Review

The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rents in the fourth quarter. Additionally, our properties earn a large portion of their rents from short-term tenants during the holiday period. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.

We derive the majority of our revenues from our malls. The sources of our revenues by property type were as follows:

	Year Ended December 31,
	2025			2024
Malls		72.2	%		70.0	%
Outlet Centers		5.4	%		5.5	%
Lifestyle Centers		7.7	%		7.8	%
Open-Air Centers		9.9	%		11.0	%
All Other Properties		4.8	%		5.7	%

Inline and Adjacent Freestanding Store Sales

Inline and adjacent freestanding store sales include reporting mall, lifestyle center and outlet center tenants of 10,000 square feet or less and exclude license agreements, which are retail leases that are temporary or short-term in nature and generally last more than three months but less than twelve months. The following is a comparison of our same-center sales per square foot for mall, lifestyle center and outlet center tenants of 10,000 square feet or less (Excluded Properties are not included in sales metrics):

	Sales Per Square Foot for the Trailing Twelve Months Ended December 31,
	2025		2024		% Change
Malls, lifestyle centers and outlet centers same-center sales per square foot	$	437	$	426	2.8%

Tenant Occupancy Costs

Occupancy cost is a tenant’s total cost of occupying its space, divided by its sales. Inline and adjacent freestanding store sales represent total sales amounts received from reporting tenants with space of less than 10,000 square feet.

The following table summarizes tenant occupancy costs as a percentage of total inline and adjacent freestanding store sales for reporting tenants less than 10,000 square feet, excluding license agreements, for each of the past three years:

	Year Ended December 31, (1)
	2025			2024			2023
Mall in-line store sales (in millions)	$	4,068		$	3,691		$	3,750
Mall in-line tenant occupancy costs		10.6	%		11.0	%		10.9	%

(1)In certain cases, we own less than a 100% interest in the mall. The information in this table is based on 100% of the applicable amounts and has not been adjusted for our ownership share.

In-Line Store Occupancy

Our portfolio in-line store occupancy is summarized in the below table (Excluded Properties are not included in occupancy metrics). Occupancy for the malls, lifestyle centers and outlet centers represents percentage of in-line gross leasable area under 20,000 square feet occupied. Occupancy for open-air centers represents percentage of gross leasable area occupied.

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	As of December 31,
	2025	2024
Total portfolio	90.0%	90.3%
Malls, lifestyle centers and outlet centers:
Total malls	87.9%	87.8%
Total lifestyle centers	92.5%	92.2%
Total outlet centers	90.9%	92.3%
Total same-center malls, lifestyle centers and outlet centers	88.6%	88.6%
Open-air centers	95.0%	95.6%
All Other Properties	90.9%	89.5%

Leasing

The following is a summary of the total square feet of leases signed in the year ended December 31, 2025 as compared to the prior year:

	Year Ended December 31,
	2025		2024
Operating portfolio:
New leases		854,120		980,105
Renewal leases		3,165,981		3,500,440
Development portfolio:
New leases		6,058		—
Total leased		4,026,159		4,480,545

Average annual base rents per square foot are computed based on contractual rents in effect as of December 31, 2025 and 2024, including the impact of any rent concessions. Average annual base rents per square foot for comparable small shop space of less than 10,000 square feet were as follows for each property type (1):

	Year Ended December 31,
	2025		2024
Total portfolio (1)	$	27.13	$	26.07
Malls, lifestyle centers and outlet centers:
Total same-center malls, lifestyle centers and outlet centers		31.41		31.59
Total malls		31.31		31.14
Total lifestyle centers		32.83		31.96
Total outlet centers		30.37		29.32
Open-air centers		16.25		15.84
All Other Properties		22.01		20.94

(1)Excluded Properties are not included in base rent. Average base rents for open-air centers and other include all leased space, regardless of size.

Results from new and renewal leasing of comparable in-line space of less than 10,000 square feet during the year ended December 31, 2025 for spaces that were previously occupied, based on the contractual terms of the related leases inclusive of the impact of any rent concessions, which were not material, are as follows:

Property Type	Square Feet		Prior Gross Rent PSF		New Initial Gross Rent PSF		% Change Initial			New Average Gross Rent PSF		% Change Average
All Property Types (1)		2,439,969	$	41.45	$	41.30		(0.4	)%	$	42.52		2.6	%
Malls, lifestyle centers and outlet centers (2)		2,304,160		42.35		41.97		(0.9	)%		43.17		1.9	%
New leases (2)		236,953		39.09		48.25		23.4	%		52.84		35.2	%
Renewal leases (2)		2,067,207		42.72		41.25		(3.4	)%		42.07		(1.5	)%
Open-air Centers		105,296		26.53		31.43		18.5	%		33.24		25.3	%

(1)Includes malls, lifestyle centers, outlet centers, open-air centers and other.

(2)The change is primarily driven by malls.

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New and renewal leasing activity of comparable in-line space of less than 10,000 square feet for the year ended December 31, 2025, based on commencement date inclusive of the impact of any rent concessions, are as follows:

	Number of Leases		Square Feet		Term (in years)		Initial Rent PSF		Average Rent PSF		Expiring Rent PSF		Initial Rent Spread					Average Rent Spread
Commencement 2025:
New		89		227,157		6.58	$	44.45	$	49.05	$	35.02	$	9.43		26.9	%	$	14.03		40.1	%
Renewal		596		1,857,922		2.82		36.01		36.72		37.68		(1.67	)	(4.4	)%		(0.96	)	(2.5	)%
Commencement 2025 Total		685		2,085,079		3.31		36.93		38.06		37.39		(0.46	)	(1.2	)%		0.67		1.8	%
Commencement 2026:
New		42		96,722		7.42		51.80		56.78		38.85		12.95		33.3	%		17.93		46.2	%
Renewal		345		1,034,282		3.00		43.06		43.89		43.28		(0.22	)	(0.5	)%		0.61		1.4	%
Commencement 2026 Total		387		1,131,004		3.48		43.81		45.00		42.90		0.91		2.1	%		2.10		4.9	%
Total 2025/2026		1,072		3,216,083		3.37	$	39.35	$	40.50	$	39.33	$	0.02		0.1	%	$	1.17		3.0	%

Liquidity and Capital Resources

As of December 31, 2025, we had $335.4 million available in unrestricted cash and U.S. Treasury securities. Our total pro rata share of debt, excluding unamortized deferred financing costs and debt discounts, at December 31, 2025 was $2,622.6 million. We had $75.9 million in restricted cash at December 31, 2025 related to cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable, as well as amounts related to cash management agreements with lenders of certain property-level mortgage indebtedness, which are designated for debt service and operating expense obligations. We also had restricted cash of $34.8 million related to the properties that secure the corporate term loan and the 2032 non-recourse bank loan (previously referred to as the "open-air centers and outparcels loan") of which we may receive a portion via distributions semiannually and quarterly in accordance with the provisions of the term loan and the 2032 non-recourse bank loan, respectively.

During the year ended December 31, 2025, we continued to reinvest the cash from maturing U.S. Treasury securities into new U.S. Treasury securities. We designated our U.S. Treasury securities as available-for-sale. As of December 31, 2025, our U.S. Treasury securities have maturities through October 2026. Subsequent to December 31, 2025, we redeemed and purchased additional U.S. Treasury securities. See Note 18 for more information.

In January 2025, we acquired four Macy's stores for $6.2 million, which include land, buildings and improvements, for future redevelopment at the respective properties. In July 2025, we closed on the acquisition of four malls for $179.7 million including transaction costs. The malls include Ashland Town Center in Ashland, KY, Mesa Mall in Grand Junction, CO, Paddock Mall in Ocala, FL, and Southgate Mall in Missoula, MT. See Note 5 for more information.

During the year ended December 31, 2025, we sold six properties, six outparcels, three land parcels and two anchor parcels, which generated gross proceeds of $240.7 million at our share. Net proceeds from those sales were used to pay down the 2032 non-recourse bank loan (previously referred to as the "open-air centers and outparcels loan"), pay down the secured term loan and fund the acquisition of the four malls acquired in July 2025.

During the year ended December 31, 2025, we exercised the extension options on the loans secured by Fayette Mall, Coastal Grand Mall - Dick's Sporting Goods and the secured term loan and entered short-term loan extensions for the loans secured by The Outlet Shoppes at Laredo and York Town Center. We closed on new loans secured by Cross Creek Mall and The Pavilion at Port Orange and paid off the loans secured by Fremaux Town Center and the Northgate Mall Development with proceeds from the sale of each property.

Additionally, we modified the loans secured by Coastal Grand Mall and Coastal Grand Crossing and the 2032 non-recourse bank loan (previously referred to as the "open-air centers and outparcels loan"), which extended the maturity dates, increased the interest rates and increased the principal balance on the 2032 non-recourse bank loan by $110.0 million to fund the acquisition of the four malls described above. See Note 7 and Note 8.

In March 2025, the Alamance Crossing East foreclosure process was completed. Alamance Crossing East had an outstanding loan balance of $41.1 million prior to completion of the foreclosure process. In July 2025, Southpark Mall entered default and the property was placed into receivership. As of December 31, 2025, the loan secured by Southpark Mall had an outstanding balance of $48.3 million. During the year ended December 31, 2025, we were notified by the lender that the loan secured by The Outlet Shoppes at Gettysburg was in maturity default and we anticipate returning the property to the lender. Subsequent to December 31, 2025, we were notified by the lender that the loan secured by Jefferson Mall was in default and the property was placed into receivership. See Note 18.

We paid common stock dividends of $0.40 per share in each of the first and second quarters of 2025 and $0.45 per share in each of the third and fourth quarters of 2025. Additionally, our board of directors declared a special dividend of $0.80 per share, which was paid in cash during the first quarter of 2025. The special dividend was made to ensure that we meet the minimum requirement to maintain our status as a REIT. In November 2025, our board of directors authorized the

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repurchase of up to $25.0 million of the Company's common stock. The authorized share repurchase program has an expiration date of November 5, 2026 and replaces the existing program authorized in May 2025. Subsequent to December 31, 2025, our board of directors declared a regular cash dividend of $0.45 per share for the quarter ending March 31, 2026. See Note 18 for more information.

As of December 31, 2025, our total share of consolidated, unconsolidated and other outstanding debt, excluding debt discounts and deferred financing costs, maturing during 2026, assuming all extension options are elected, is $670.2 million. The $9.7 million loan, at our share, secured by The Outlet Shoppes at Gettysburg, which matured during 2025, remains outstanding.

Unconsolidated Affiliates

We have ownership interests in 23 unconsolidated affiliates as of December 31, 2025. See Note 7 to the consolidated financial statements for more information. The unconsolidated affiliates are accounted for using the equity method of accounting and are reflected in the accompanying consolidated balance sheets as investments in unconsolidated affiliates.

The following are circumstances when we may consider entering into a joint venture with a third party:

•Third parties may approach us with opportunities in which they have obtained land and performed some pre-development activities, but they may not have sufficient access to the capital resources or the development and leasing expertise to bring the project to fruition. We enter into such arrangements when we determine such a project is viable and we can achieve a satisfactory return on our investment. We typically earn development fees from the joint venture and provide management and leasing services to the property for a fee once the property is placed in operation.

•We determine that we may have the opportunity to capitalize on the value we have created in a property by selling an interest in the property to a third party. This provides us with an additional source of capital that can be used to develop or acquire additional real estate assets that we believe will provide greater potential for growth. When we retain an interest in an asset rather than selling a 100% interest, it is typically because this allows us to continue to manage the property, which provides us the ability to earn fees for management, leasing, development and financing services provided to the joint venture.

•We also pursue opportunities to contribute available land at our properties into joint venture partnerships for development of primarily non-retail uses such as hotels, offices, self-storage and multifamily. We typically partner with developers who have expertise in the non-retail property types.

Guarantees

We may guarantee the debt of a joint venture primarily because it allows the joint venture to obtain funding at a lower cost than could be obtained otherwise. This results in a higher return for the joint venture on its investment, and a higher return on our investment in the joint venture. We may receive a fee from the joint venture for providing the guaranty. Additionally, when we issue a guaranty, the terms of the joint venture agreement typically provide that we may receive indemnification from the joint venture partner or have the ability to increase our ownership interest.

See Note 14 to the consolidated financial statements for information related to our guarantees of unconsolidated affiliates' debt as of December 31, 2025 and 2024.

Material Cash Requirements

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The following table summarizes our material cash requirements as of December 31, 2025 (in thousands):

	Payments Due By Period
	Total			Less Than 1 Year			1-3 Years			3-5 Years			More Than 5 Years
Long-term debt:
Consolidated debt service (1)	$	2,587,416		$	1,416,652		$	263,692		$	842,061		$	65,011
Noncontrolling interests' share in other consolidated subsidiaries (2)		(37,982	)		(30,880	)		(784	)		(784	)		(5,534	)
Other debt (3)		48,271			48,271			—			—			—
Our share of unconsolidated affiliates debt service (4)		456,684			46,434			193,559			75,296			141,395
Our share of total debt service obligations		3,054,389			1,480,477			456,467			916,573			200,872
Operating leases: (5)
Ground leases on properties		12,870			258			519			619			11,474
Purchase obligations: (6)
Construction contracts on consolidated properties		3,460			3,460			—			—			—
Our share of construction contracts on unconsolidated properties		160			160			—			—			—
Our share of total purchase obligations		3,620			3,620			—			—			—
Other contractual obligations: (7)		18,267			17,433			834			—			—
Total material cash requirements	$	3,089,146		$	1,501,788		$	457,820		$	917,192		$	212,346

(1)Represents principal (including balloon payments) and interest payments due under the terms of mortgage and other indebtedness, net, and includes $684,846 of variable-rate debt service related to the secured term loan, $102,676 of variable-rate debt service related to the 2032 non-recourse bank loan and $32,718 of variable-rate debt service on The Outlet Shoppes at Laredo loan. The future interest payments on variable-rate loans are projected based on the interest rates that were in effect at December 31, 2025. The secured term loan matures in November 2026 and contains a one-year extension option, subject to certain conditions. See Note 8 to the consolidated financial statements for additional information regarding the terms of long-term debt.

(2)Includes $(11,451) of noncontrolling interests' share of variable-rate debt service on The Outlet Shoppes at Laredo loan. Future contractual obligations have been projected using the same assumptions as used in (1) above.

(3)Represents the outstanding loan balance for Southpark Mall which was deconsolidated due to a loss of control when the property was placed into receivership in connection with the foreclosure process.

(4)Includes $21,471 of variable-rate debt service. Future contractual obligations have been projected using the same assumptions as used in (1) above.

(5)Obligations where we own the buildings and improvements, but lease the underlying land under long-term ground leases. The maturities of these leases range from 2046 to 2089 and generally provide for renewal options.

(6)Represents our share of the remaining balance to be incurred under construction contracts that had been entered into as of December 31, 2025, but were not complete. The contracts are primarily for redevelopment of our properties.

(7)Represents agreements for maintenance, security, and janitorial services at our properties that expire between June 2026 to September 2028.

Liquidity Sources

We derive the majority of our revenues from leases with retail tenants, which have historically been the primary source for funding short-term liquidity and capital needs such as operating expenses, debt service, tenant construction allowances, recurring capital expenditures, dividends and distributions. We believe that the combination of cash flows generated from our operations, combined with cash on hand and our investment in U.S. Treasury securities will, for the foreseeable future, provide adequate liquidity to meet our cash needs. In addition to these factors, we have options available to us to generate additional liquidity, including but not limited to, joint venture investments, financing of currently unencumbered properties and decreasing expenditures related to tenant construction allowances and other capital expenditures. We also generate revenues from sales of peripheral land at our properties and from sales of real estate assets when it is determined that we can realize an optimal value for the assets.

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Cash Flows - Operating, Investing and Financing Activities

There was $153.0 million of cash, cash equivalents and restricted cash as of December 31, 2025, a decrease of $0.9 million from December 31, 2024. Of this amount, $42.3 million was unrestricted cash as of December 31, 2025. Also, at December 31, 2025, we had $293.1 million in U.S. Treasuries with maturities through October 2026. Our net cash flows are summarized as follows (in thousands):

	Year Ended December 31,
	2025			2024			Change
Net cash provided by operating activities	$	249,680		$	202,223		$	47,457
Net cash (used in) provided by investing activities		(115,114	)		65,006			(180,120	)
Net cash used in financing activities		(135,418	)		(236,501	)		101,083
Net cash flows	$	(852	)	$	30,728		$	(31,580	)

Cash Provided by Operating Activities

Cash provided by operating activities increased primarily due to the consolidation of three malls in December 2024, as well as the acquisition of four malls in July 2025. The increase was partially offset by the sales of The Promenade, 840 Greenbrier Circle, Layton Hills properties, the Monroeville properties and Imperial Valley Mall since the prior year.

Cash (Used In) Provided by Investing Activities

Cash used in investing activities increased primarily due to the acquisition of four malls in July 2025, as well as a higher amount of additions of real estate assets and a lower amount of net redemptions of U.S. Treasury securities during the current year. The increase was partially offset by net proceeds from the sales of the Layton Hills properties, the Monroeville properties, Imperial Valley Mall, The Promenade and 840 Greenbrier Circle since the prior year.

Cash Used in Financing Activities

Cash used in financing activities decreased primarily due to proceeds from new financings in the current year and a lower amount of repurchases of common stock as compared to the prior year. The decrease was partially offset by an increase in principal payments and the payment of a first quarter 2025 special dividend during the current year as compared to the prior year.

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Debt

CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries that it has a direct or indirect ownership interest in is the borrower on all our debt, substantially all of which is secured by real estate assets.

The following tables summarize debt based on our pro rata ownership share, including our pro rata share of unconsolidated affiliates and excluding noncontrolling investors’ share of consolidated properties. Prior to consideration of unamortized deferred financing costs or debt discounts, of our $2,622.6 million in outstanding debt at December 31, 2025, $2,619.8 million constituted non-recourse debt obligations and $2.8 million constituted recourse debt obligations. We believe the tables below provide investors and lenders a clearer understanding of our total debt obligations and liquidity (in thousands):

December 31, 2025:	Consolidated			Noncontrolling Interests			Other Debt (1)		Unconsolidated Affiliates			Total			Weighted- Average Interest Rate (2)
Fixed-rate debt:
Non-recourse loans on operating properties	$	1,133,962		$	(23,881	)	$	48,271	$	342,081		$	1,500,433		4.97%
2032 non-recourse bank loan		367,956			—			—		—			367,956		7.70%	(3)
Recourse loan on an operating property		—			—			—		2,797			2,797		7.26%
Total fixed-rate debt		1,501,918			(23,881	)		48,271		344,878			1,871,186		5.51%
Variable-rate debt:
Non-recourse loans on operating properties		31,380			(10,983	)		—		9,261			29,658		7.46%
2032 non-recourse bank loan		75,000			—			—		—			75,000		7.97%	(3)
Non-recourse, secured term loan		646,722			—			—		—			646,722		6.74%
Total variable-rate debt		753,102			(10,983	)		—		9,261			751,380		6.89%
Total fixed-rate and variable-rate debt		2,255,020			(34,864	)		48,271		354,139			2,622,566		5.91%
Unamortized deferred financing costs		(9,276	)		83			—		(3,006	)		(12,199	)
Debt discounts (4)		(74,959	)		251			—		—			(74,708	)
Total mortgage and other indebtedness, net	$	2,170,785		$	(34,530	)	$	48,271	$	351,133		$	2,535,659
December 31, 2024:	Consolidated			Noncontrolling Interests