CBL & ASSOCIATES PROPERTIES INC (CBL)

ITEM 2: 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 condensed consolidated financial statements and accompanying notes that are included in this Form 10-Q. 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 condensed consolidated financial statements. Unless stated otherwise or the context otherwise requires, references to the “Company,” “we,” “us” and “our” mean CBL & Associates Properties, Inc. and its subsidiaries.

Certain statements made in this section or elsewhere in this report 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 described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, such known risks and uncertainties include, without limitation:

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general industry, economic and business conditions;

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interest rate fluctuations;

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

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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;

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costs and availability of real estate;

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

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competition from other companies and retail formats;

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changes in retail demand and rental rates in our markets;

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shifts in customer demands including the impact of online shopping;

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tenant bankruptcies or store closings;

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changes in vacancy rates at our properties;

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changes in operating expenses;

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changes in applicable laws, rules and regulations;

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cyberattacks or acts of cyberterrorism;

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

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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.

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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. See Note 1 to the condensed consolidated financial statements for information on our property interests as of March 31, 2026. We have elected to be taxed as a REIT for federal income tax purposes.

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

Significant items that affected comparability between the three-month periods include:

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Items increasing net income for the three months ended March 31, 2026 compared to the prior-year period:

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Rental revenues were $4.0 million higher;

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Gain on deconsolidation was $35.3 million higher;

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Depreciation and amortization expense was $7.4 million lower;

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Interest expense was $4.3 million lower;

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Equity in earnings was $3.4 million higher;

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General and administrative expense was $2.1 million lower; and

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Real estate tax expense was $1.7 million lower.

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Items decreasing net income for the three months ended March 31, 2026 compared to the prior-year period:

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Gain on sales of real estate assets was $20.1 million lower; and

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Property operating expense was $2.4 million higher.

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. During the first quarter of 2026, we reduced our debt balance and extended our debt maturity schedule through the refinancing of the $634.0 million secured term loan with two new loans, which extended the maturity date five years. Additionally, we acquired Gateway Mall in Lincoln, NE for approximately $43.8 million consistent with our strategic focus on growing our mall portfolio and increasing cash flow through capital recycling.

Same-center NOI and FFO are non-GAAP measures. For a description of same-center NOI, a reconciliation from net income (loss) to same-center 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. For a description of FFO, a reconciliation from net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Funds from Operations.

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Results of Operations

Properties that were in operation for the entire year during 2025 and the three months ended March 31, 2026 are referred to as the "Comparable Properties." Since January 2025, we have acquired, deconsolidated and disposed of the following properties:

Acquisitions

Deconsolidations

Dispositions

(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 condensed 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 March 31, 2026, Arbor Place, Brookfield Square, Eastland Mall, Harford Mall, Jefferson Mall, Laurel Park Place, Old Hickory Mall, Southpark Mall, The Outlet Shoppes at Gettysburg and York Galleria were designated as non-core.

Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

Revenues

Rental revenues increased primarily due to the acquisition of four malls in July 2025 and one mall in March 2026, which resulted in an increase of $10.0 million during the current-year period. The increase was partially offset by $6.6 million

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of rental revenues associated with properties sold since the prior-year period. Also, rental revenues at the comparable properties increased $1.9 million compared to the prior-year period.

Operating Expenses

Property operating e

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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):

Significant items that affected comparability between the years include:

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

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Rental revenues were $65.1 million higher;

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Gain on deconsolidation was $33.9 million higher;

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Equity in earnings was $30.3 million higher; and

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

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

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Depreciation and amortization was $24.6 million higher;

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Interest expense was $21.5 million higher;

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Total property operating expense was $29.2 million higher;

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Gain on consolidation was $26.7 million lower;

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General and administrative expense was $1.8 million higher;

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Loss on impairment was $1.7 million higher; and

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Interest 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

(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

Acquisitions

Deconsolidations

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Dispositions

(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)

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)

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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):

(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:

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):

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:

(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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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:

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):

(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:

(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:

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):

(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):

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):

(1)
As of December 31, 2025, represents the outstanding loan balance for Southpark Mall. As of December 31, 2024, represents the outstanding loan balance for Alamance Crossing East. These properties were deconsolidated due to a loss of control when the properties were placed into receivership in connection with the foreclosure process.

(2)
Weighted-average interest rate excludes amortization of deferred financing costs.

(3)
This loan was previously referred to as the "open-air centers and outparcels loan." The loan was modified in July 2025. The interest rate is now 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 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%.

(4)
Represents the difference between the estimated fair value and the outstanding principal balance of applicable loans at the time of fresh start accounting and dates of acquisitions. These discounts are accreted as additional interest expense over the terms of the respective debt using the effective interest method.

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The following table presents our pro rata share of consolidated and unconsolidated debt as of December 31, 2025, excluding unamortized deferred financing costs and debt discounts, that is scheduled to mature in 2026 based on the original maturity date (in thousands):

(1)
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.

(2)
The loan has a one-year extension option, subject to certain conditions, for a fully extended maturity date of November 2027.

(3)
In July 2025, the loan entered default and the property was placed into receivership. The Company anticipates returning the property to the lender.

Additionally, we have a loan with a principal balance of $9.7 million, at our share, as of December 31, 2025, secured by The Outlet Shoppes at Gettysburg that is past its maturity date. We anticipate returning the property to the lender.

The weighted-average remaining term of our total share of consolidated and unconsolidated debt, excluding debt discounts and deferred financing costs, was 2.6 years and 2.4 years at December 31, 2025 and December 31, 2024, respectively. The weighted-average remaining term of our pro rata share of fixed-rate debt, excluding debt discounts and deferred financing costs, was 3.2 years and 3.0 years at December 31, 2025 and December 31, 2024, respectively.

As of December 31, 2025, our pro rata share of consolidated and unconsolidated variable-rate debt, excluding debt discounts and deferred financing costs, represented 28.7% of our total pro rata share of debt, excluding debt discounts and deferred financing costs. As of December 31, 2024, our pro rata share of consolidated and unconsolidated variable-rate debt, excluding debt discounts and deferred financing costs, represented 34.5% of our total pro rata share of debt, excluding debt discounts and deferred financing costs.

See Note 7 and Note 8 to the consolidated financial statements for additional information concerning the amount and terms of our outstanding indebtedness as of December 31, 2025.

Equity

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. 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. For additional information, see discussion presented under the subheading “Dividends” in Note 9 of this report. 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, capital expenditures and the ability of the anchors and tenants at our properties to meet their obligations for payment of rents and tenant reimbursements. Subsequent to December 31, 2025, our board of directors declared a $0.45 per share regular quarterly dividend for the first quarter of

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2026. The regular quarterly dividend is payable in cash on March 31, 2026, to shareholders of record as of March 17, 2026. See Note 18.

Upon our emergence from bankruptcy on November 1, 2021, we experienced an “ownership change” under Sections 382 and 383 of the Internal Revenue Code, which can limit our ability to use certain tax attributes—including net operating loss (“NOL”) carryforwards and other deductions—to offset future taxable income. In addition, because we had built-in losses in our assets at that time, certain taxable income deductions realized during the five-year recognition period following the ownership change (the “2021 Recognition Period”) were subject to limitation.

The 2021 Recognition Period expires on November 1, 2026; as of that date, our ability to recognize certain deductions will no longer be limited because of the 2021 ownership change.

The recognition of additional tax deductions may cause a greater portion of distributions paid to shareholders after December 31, 2026 to be treated, for U.S. federal income tax purposes, as a non-taxable return of capital and a reduction in the basis of shareholder stock. Notwithstanding the expiration of the 2021 Recognition Period, our pre‑November 1, 2021 NOLs and other tax attributes generally remain subject to the Section 382 annual limitation, and any built-in losses disallowed during the recognition period may carry forward and remain subject to applicable limitations.

We remain subject to Sections 382 and 383 and could experience another ownership change in the future. If we experience an ownership change, our ability to use future tax deductions, net operating loss carryforwards and other tax attributes to offset future taxable income may be subject to limitations.

In November 2025, our board of directors authorized the 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. In August 2023, our board of directors authorized the repurchase of up to $25.0 million of our outstanding common stock. See Part II, Item 5 for additional information regarding our repurchases of common stock during 2025.

Capital Expenditures

The following table, which excludes expenditures for developments and expansions, summarizes capital expenditures, including our share of unconsolidated affiliates' capital expenditures, for the years ended December 31, 2025 and 2024, (in thousands):

(1)
Tenant allowances primarily relate to new leases. Tenant allowances related to renewal leases were not material for the periods presented.

Annual capital expenditures budgets are prepared for each of our properties that are intended to provide for all necessary recurring and non-recurring capital expenditures. We believe that property operating cash flows, which include reimbursements from tenants for certain expenses, will provide the necessary funding for these expenditures.

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Developments and Redevelopments

Developments Completed at December 31, 2025

(Dollars in thousands)

(1)
Total Cost is presented net of reimbursements to be received.

(2)
Cost to Date does not reflect reimbursements until they are received.

Properties Under Development at December 31, 2025

(Dollars in thousands)

(1)
Total Cost is presented net of reimbursements to be received.

(2)
Cost to Date does not reflect reimbursements until they are received.

We are continually pursuing new redevelopment opportunities and have projects in various stages of pre-development. Except for the projects presented above, we did not have any other material capital commitments as of December 31, 2025.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with GAAP. In preparing our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenues, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that are reasonably likely to occur could materially impact the financial statements. Management believes that the following critical accounting policies discussed in this section reflect its more significant estimates and assumptions used in preparation of the consolidated financial statements. We have reviewed these critical accounting estimates and related disclosures with the audit committee of our board of directors. See Note 2 of the consolidated financial statements, included in Item 8 of this Annual Report on Form 10-K for a discussion of our significant accounting policies.

Purchase Price Allocations for Acquired Assets

We evaluate all real estate acquisitions to determine if the transactions qualify as an acquisition of assets or of a business. For acquisitions that are accounted for as an acquisition of an asset, we record the acquired tangible and intangible assets and assumed liabilities based on each asset's and liability's relative fair value at the acquisition date to the total purchase price plus capitalized acquisition costs. Fair value is based on estimated cash flow projections that utilize available market information and discount and/or capitalization rates as appropriate. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. The acquired assets and assumed liabilities for an acquired operating property generally include, but are not

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limited to: land, buildings, and identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market leases, and value of acquired in-place leases.

The fair value of the above-market or below-market component of an acquired lease is based upon the present value (calculated using a market discount rate) of the difference between the contractual rents to be paid pursuant to the lease over its remaining term and management’s estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition over the remaining term of the lease. An identifiable intangible asset or liability is recorded if there is an above-market or below-market lease at an acquired property. The amounts recorded for above-market leases are included in other assets on the balance sheets, and the amounts for below-market leases are included in other liabilities on the balance sheets. These amounts are amortized on a straight-line basis as an adjustment to rental income over the remaining term of the applicable leases.

The fair value of acquired in-place leases is derived based on our assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. This fair value is based on a variety of considerations including, but not necessarily limited to: (i) the value associated with avoiding the cost of originating the acquired in-place leases; (ii) the value associated with lost revenue related to tenant reimbursable operating costs estimated to be incurred during the assumed lease-up period; and (iii) the value associated with lost rental revenue from existing leases during the assumed lease-up period. Factors considered in performing these analyses include an estimate of the carrying costs during the expected lease-up periods, such as real estate taxes, insurance, and other operating expenses, current market conditions, and costs to execute similar leases, such as leasing commissions, legal, and other related expenses. These amounts are amortized as an increase to depreciation and amortization expense over the remaining term of the applicable leases.

Revenue Recognition and Accounts Receivable

Receivables include amounts billed and currently due from tenants pursuant to lease agreements and receivables attributable to straight-line rents associated with those lease agreements. Individual leases where the collection of rents is in dispute are assessed for collectability based on management’s best estimate of collection considering the anticipated outcome of the dispute. Individual leases that are not in dispute are assessed for collectability and upon the determination that the collection of rents over the remaining lease term is not probable, accounts receivable are reduced as an adjustment to rental revenues. Revenue from leases where collection is deemed to be less than probable is recorded on a cash basis until collectability is determined to be probable. Further, management assesses whether operating lease receivables, at a portfolio level, are appropriately valued based upon an analysis of balances outstanding, historical collection levels and current economic trends. An allowance for the uncollectable portion of the portfolio is recorded as an adjustment to rental revenues.

We review current economic considerations each reporting period, including the effects of tenant bankruptcies. Additionally, our assessment also takes into consideration the type of tenant and current discussions with the tenants regarding matters such as billing disputes, lease negotiations and executed deferrals or abatements, as well as recent rent payment and credit history. Evaluating and estimating uncollectable lease payments and related receivables requires a significant amount of judgment by management and is based on the best information available to management at the time of evaluation.

Carrying Value of Long-Lived Assets

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 judgement 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 have 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. We estimate future operating cash flows, the terminal capitalization rate and the discount rate, among other factors. As these assumptions are subject to economic and market uncertainties, they are difficult to predict and are subject

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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.

Investments in Unconsolidated Affiliates

On a periodic basis, we assess whether there are any indicators that the fair value of our investments in unconsolidated affiliates may be impaired. An investment is impaired only if our estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the fair value of the investment. Our estimates of fair value for each investment are based on a number of assumptions such as future leasing expectations, operating forecasts, discount rates and capitalization rates, among others. These assumptions are subject to economic and market uncertainties including, but not limited to, demand for space, competition for tenants, changes in market rental rates, and operating costs. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the fair values estimated in the impairment analyses may not be realized.

Recent Accounting Pronouncements

See Note 2 to the consolidated financial statements for information on recently issued accounting pronouncements.

Non-GAAP Measures

Funds from Operations

FFO is a widely used non-GAAP measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT. Our method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

We believe that FFO provides an additional indicator of the operating performance of our properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of real estate assets have historically risen or fallen with market conditions, we believe that FFO enhances investors’ understanding of our operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of our properties and interest rates, but also by our capital structure.

We believe FFO allocable to Operating Partnership common unitholders is a useful performance measure 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 our Operating Partnership.

In our reconciliation of net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders that is presented below, we make an adjustment to add back noncontrolling interest in income of our Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders.

FFO does not represent cash flows from operations as defined by GAAP, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating our operating performance or to cash flow as a measure of liquidity.

We believe that it is important to identify the impact of certain significant items on our FFO measures for a reader to have a complete understanding of our results of operations. Therefore, we have also presented adjusted FFO measures excluding these significant items from the applicable periods. Please refer to the reconciliation of net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders below for a description of these adjustments.

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The reconciliation of net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows (in thousands):

(1)
Represents the difference between the estimated fair value and the outstanding principal balance of applicable loans at the time of fresh start accounting and dates of acquisitions. These discounts are accreted as additional interest expense over the terms of the respective mortgage notes payable using the effective interest method. We began recognizing the debt discount accretion associated with the consolidation of CoolSprings Galleria, Oak Park Mall and West County Center during the year ended December 31, 2025.

(2)
Represents our share of the earnings (losses) before depreciation and amortization expense of unconsolidated affiliates where we are recognizing equity in earnings (losses) on a cash basis because our investment in the unconsolidated affiliate is below zero.

(3)
Represents a credit to litigation settlement expense related to claim amounts that were released pursuant to the terms of the settlement agreement related to the settlement of a class action lawsuit.

(4)
The year ended December 31, 2025 includes default interest on a loan past its maturity date and the reversal of previously accrued default interest. The year ended December 31, 2024 includes default interest on loans past their maturity dates.

(5)
For the year ended December 31, 2025, the Company deconsolidated Southpark Mall due to a loss of control when the property was placed into receivership in connection with the foreclosure process.

(6)
For the year ended December 31, 2024, we recognized 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 and recognized gain on consolidation.

(7)
During the years ended December 31, 2025 and 2024, we made a partial paydown on the 2032 non-recourse bank loan (previously referred to as the "open-air centers and outparcels loan") and recognized loss on extinguishment of debt related to prepayment fees.

The increase in FFO, as adjusted, for the year ended December 31, 2025 was primarily driven by 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, Imperial Valley Mall, the Layton Hills properties, Annex at Monroeville and Monroeville Mall.

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