CBL boosts cash flow with $176M refinancing, raises dividend

CBL & Associates Properties, Inc. completed a major refinancing by entering into a new $176 million floating-rate, non-recourse loan with Beal Bank USA secured by four retail properties.

Rhea-AI Filing Summary

CBL & Associates Properties, Inc. completed a major refinancing by entering into a new $176 million floating-rate, non-recourse loan with Beal Bank USA secured by four retail properties. Together with a previously closed $425 million non-recourse financing, this replaces the former secured term loan, extends its maturity by five years to 2031, improves estimated annual free cash flow by more than $30 million, and reduces overall debt by more than $33 million.

Following the refinancing, CBL’s estimated cash balance exceeds $291 million. The board approved a special cash dividend of $0.175 per common share for the first quarter of 2026, in addition to the previously declared $0.45 dividend, for a total quarterly dividend of $0.625, a 39% increase and equivalent to an annualized rate of $2.50 per share, subject to ongoing board decisions. The compensation committee also approved one-time transaction bonuses of $250,000 for the CFO and $25,000 for the COO for their work on the refinancing.

Positive

• Refinancing improves cash flow and reduces debt: Replacing the former secured term loan is expected to increase annual free cash flow by more than $30 million and reduce overall debt by more than $33 million while extending maturity to 2031.
• Stronger liquidity position: Following the refinancing, CBL reports an estimated cash balance of more than $291 million, supporting flexibility within its capital structure.
• Dividend increase signals confidence: A special $0.175 per-share dividend lifts the first-quarter dividend to $0.625, a 39% increase, with an annualized rate of $2.50 per common share, subject to board approval.

Negative

• None.

Insights

Real estate credit and capital structure analyst

CBL completes major refinancing, boosts free cash flow and raises dividend.

CBL replaced its former secured term loan using a new $176 million floating-rate, non-recourse loan and a previously closed $425 million non-recourse financing. The new Beal Bank USA facility runs five years with two one-year extensions, interest-only at SOFR plus 410 basis points, and is secured by multiple retail centers.

The company states the refinancing extends maturity to 2031, reduces overall debt by more than $33 million, and improves estimated annual free cash flow by more than $30 million. Management highlights a post-transaction estimated cash balance above $291 million, indicating enhanced liquidity within its capital structure under customary covenants and cross-default provisions.

Reflecting this improved profile, the board approved a special $0.175 per-share dividend for Q1 2026, bringing the total quarterly dividend to $0.625, a 39% increase and implying a $2.50 annualized rate, while emphasizing that future dividends remain at the board’s discretion. One-time bonuses to senior executives recognize their role in completing these refinancing steps.

8-K Event Classification

5 items: 1.01, 2.03, 5.02, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

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

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

New non-recourse loan size: $176 million Prior non-recourse financing: $425 million Debt reduction: More than $33 million +5 more

8 metrics

New non-recourse loan size $176 million Floating-rate, interest-only loan with Beal Bank USA

Prior non-recourse financing $425 million Previously announced non-recourse financing used in refinancing package

Debt reduction More than $33 million Overall debt reduced through refinancing of former secured term loan

Annual free cash flow improvement More than $30 million Estimated annual improvement after refinancing

Estimated cash balance More than $291 million Estimated cash after closing the refinancing transactions

Total Q1 2026 dividend $0.625 per share Includes $0.45 regular dividend and $0.175 special dividend; 39% increase

Annualized dividend rate $2.50 per share Implied by new quarterly dividend level, subject to board approval

CFO special bonus $250,000 One-time cash bonus for Benjamin W. Jaenicke for refinancing work

Key Terms

floating-rate, non-recourse loan, debt yield, cross-default provisions, free cash flow, +2 more

6 terms

floating-rate, non-recourse loan financial

"entered into a $176 million floating‑rate, non‑recourse loan secured primarily"

debt yield financial

"financial covenant requiring the borrowers to maintain a minimum debt yield"

Debt yield is a simple ratio that divides a property's annual net operating income by the total loan amount, showing the annual return a lender would get from the asset's cash flow if they took ownership. It matters to investors and lenders because it measures the cash-flow cushion against the loan—like a speedometer for risk that does not change with interest rates, helping compare loans on a common basis.

cross-default provisions financial

"loan agreement is subject to customary cross-default provisions with the Company’s $443.0 million"

free cash flow financial

"enhancing CBL’s liquidity with a more than $30 million estimated annual improvement in free cash flow"

Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.

special cash dividend financial

"approved a special cash dividend of $0.175 per common share"

A special cash dividend is a one-time, extra cash payment a company gives to its shareholders in addition to its regular dividends, like a bonus check sent out when a business has more cash than usual. It matters to investors because it delivers immediate cash value, can signal that the company has strong short-term cash or limited opportunities to reinvest, and typically reduces the company’s cash reserves and may affect the stock price and tax treatment for recipients.

REIT provisions of the Internal Revenue Code regulatory

"annual distribution requirements under the REIT provisions of the Internal Revenue Code"

FAQ

What refinancing transaction did CBL (CBL) complete in this 8-K?

CBL completed a new $176 million floating-rate, non-recourse loan with Beal Bank USA, secured by four shopping centers. Together with a previously closed $425 million non-recourse financing, this refinanced its former secured term loan and extended the maturity to 2031 while reducing overall debt.

How does the refinancing affect CBL (CBL)’s cash flow and debt levels?

The company states the refinancing should improve annual free cash flow by more than $30 million and reduce overall debt by more than $33 million. These changes come from replacing the former secured term loan with new non-recourse financings that carry different terms and amortization features.

What dividend changes did CBL (CBL) announce for the first quarter of 2026?

CBL’s board approved a special $0.175 per-share cash dividend for the first quarter of 2026, on top of a previously declared $0.45 dividend. This results in a total first-quarter dividend of $0.625 per share, a 39% increase and equivalent to a $2.50 annualized rate.

When will CBL (CBL)’s special dividend be paid and to whom?

The special $0.175 per-share cash dividend is scheduled to be paid on April 17, 2026, to shareholders of record as of April 10, 2026. It applies to holders of CBL’s common stock, in addition to the previously declared regular quarterly dividend.

What is CBL (CBL)’s estimated cash balance after the refinancing?

Following completion of the refinancing, CBL reports an estimated cash balance of more than $291 million. This figure reflects cash on hand after closing the $176 million non-recourse loan and the earlier $425 million financing that together replaced the prior secured term loan.

Did CBL (CBL) approve any special bonuses related to the refinancing?

Yes. Effective March 31, 2026, the compensation committee approved one-time special transaction cash bonuses of $250,000 for CFO Benjamin W. Jaenicke and $25,000 for COO Katie A. Reinsmidt. These awards recognize their contributions to the company’s recent refinancing transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 02:55 PM Learn about SEC filing dates

0000910612false00009106122026-03-272026-03-27

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 27, 2026

CBL & ASSOCIATES PROPERTIES, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			1-12494	62-1545718
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2030 Hamilton Place Blvd., Suite 500
Chattanooga, Tennessee				37421-6000
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 423 855-0001

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 2.03 below related to the new $176 million floating‑rate, non‑recourse loan is incorporated by reference into this Item 1.01.

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

On March 27, 2026, CBL & Associates Limited Partnership (the "Operating Partnership"), the majority owned subsidiary of CBL & Associates Properties, Inc. (the "REIT") (the REIT and the Operating Partnership are collectively referred to as the “Company”), as limited guarantor and certain of its subsidiaries, as borrowers, entered into a $176 million floating‑rate, non‑recourse loan secured primarily by a pool of three lifestyle and open‑air centers. The financing represents the second and final component of the Company’s refinancing of its former $634 million secured term loan. The new loan with Beal Bank USA is secured by Mayfaire Town Center (Wilmington, NC), Pearland Town Center (Pearland, TX), Southaven Town Center (Southaven, MS), and East Towne Mall (Madison, WI), all of which served as collateral under the prior term loan. The loan carries a five‑year term, includes two one‑year extension options, and is interest‑only with a floating interest rate of SOFR + 410 basis points.

The loan agreement includes a financial covenant requiring the borrowers to maintain a minimum debt yield (as defined in the agreement), as well as other customary financial and operating covenants and events of default. Also, the loan agreement is subject to customary cross-default provisions with the Company’s $443.0 million non-recourse bank loan with Beal Bank USA secured by a pool of enclosed mall assets, open-air centers and outparcels.

Beal Bank USA has in the past provided, are currently providing, and in the future may continue to provide commercial banking services to the Company and its subsidiaries in the ordinary course of business for which they have received and will receive customary compensation.

The foregoing descriptions of the $176 million floating‑rate, non‑recourse loan and the $443.0 million non-recourse bank loan are not complete and qualified by reference to the complete documents, which are filed as Exhibits 10.1 and 10.2, respectively, hereto and are incorporated herein by reference. Capitalized terms used in the foregoing description of the $176 million floating‑rate, non‑recourse loan and the $443.0 million non-recourse bank loan and not otherwise defined have the meanings given them in the loan agreement.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Effective March 31, 2026, the Compensation Committee of the Company’s Board of Directors approved special transaction bonuses for certain of the Company’s executive officers in recognition of their extraordinary contributions to the success of the Company’s recent refinancing transactions. Included in these bonuses were one-time special transaction cash bonus awards in the amount of $250,000 for Benjamin W. Jaenicke, Executive Vice President – Chief Financial Officer and Treasurer of the Company, and $25,000 for Katie A. Reinsmidt, Executive Vice President – Chief Operating Officer of the Company.

Item 8.01 Other Events.

Together with the Company’s previously announced closing of a $425 million non-recourse financing secured by a pool of enclosed mall assets, the closing of this $176 million floating‑rate, non‑recourse loan completes the refinancing of the Company’s former secured term loan, extending the maturity by five years to 2031, enhancing CBL’s liquidity with a more than $30 million estimated annual improvement in free cash flow and reducing overall debt by more than $33 million. Following the close, CBL’s estimated cash balance stands at more than $291 million.

The Company announced on March 30, 2026 that, in consideration of these matters, its Board of Directors approved a special cash dividend of $0.175 per common share for the first quarter of 2026. The special dividend is in addition to the previously declared $0.45 per share dividend announced on February 11, 2026, resulting in a total first‑quarter dividend of $0.625 per share, a 39% increase. The special dividend will be paid on April 17, 2026, to shareholders of record as of April 10, 2026.

The special dividend represents an increase in the Company’s dividend for the first quarter and is expected to be incorporated into the ongoing regular quarterly dividend beginning in the second quarter, subject to Board approval. The new quarterly dividend equates to an annualized rate of $2.50 per common share. Final decisions as to future dividends will be at the sole discretion of the Company’s Board of Directors and will depend on CBL’s 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 the Board of Directors deems relevant.

Item 9.01 Financial Statements and Exhibits.

d)Exhibits

Exhibit Number		Description
10.1		Loan Agreement, dated March 27, 2026, between subsidiaries of the Operating Partnership, as borrowers, the Operating Partnership and subsidiaries of the Operating Partnership, as limited guarantors, and Beal Bank USA, as a lender, related to the $176 million floating-rate, non-recourse loan.
10.2		First Amended and Restated Credit Agreement between subsidiaries of the Operating Partnership, as borrowers, the Operating Partnership, as a limited guarantor, Beal Bank USA, as the initial lender, CLMG CORP., as administrative agent, and the other lenders party thereto, related to the amended and restated 2032 non-recourse bank loan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

			CBL & ASSOCIATES PROPERTIES, INC.
Date:	April 2, 2026	By:	/s/ Benjamin W. Jaenicke
			Benjamin W. Jaenicke Executive Vice President - Chief Financial Officer and Treasurer

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EX-10.1 1.4 MB
• EX-10.2 EX-10.2 1.7 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 23.4 KB