Stock awards to CBL & Associates (NYSE: CBL) president offset by tax share transfers

Rhea-AI Filing Summary

CBL & Associates Properties Inc. president Michael I. Lebovitz reported multiple equity compensation and related tax transactions in the company’s common stock on February 11, 2026.

He received grants and issuances totaling 71,649 shares of restricted and performance-based common stock at $0 per share, including awards under the 2021 Equity Incentive Plan and his 2022 and 2023 Performance Stock Unit Award Agreements. To satisfy tax obligations, he used existing shares in two tax-withholding dispositions covering 1,702 shares at $36.545 and 8,319 shares at $36.045. Following these transactions, he directly owned 113,203 shares of common stock.

He also reported indirect holdings of shares held by his spouse and by trusts for the benefit of his children. Footnotes state he disclaims beneficial ownership of these indirect holdings except to the extent of his pecuniary interest.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LEBOVITZ MICHAEL I

(Last) (First) (Middle)

CBL CENTER, SUITE 500

2030 HAMILTON PLACE BLVD

(Street)

CHATTANOOGA TN 374216000

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CBL & ASSOCIATES PROPERTIES INC [ CBL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/11/2026		F		1,702	D	$36.545	49,873	D
Common Stock	02/11/2026		A(1)		7,474	A	$0	57,347	D
Common Stock	02/11/2026		A(2)		43,035	A	$0	100,382	D
Common Stock	02/11/2026		A(3)		21,140	A	$0	121,522	D
Common Stock	02/11/2026		F		8,319	D	$36.045	113,203	D
Common Stock								10	I(4)	By Spouse
Common Stock								296	I(4)(5)	By Trust
Common Stock								90	I(4)(5)	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Grant of restricted Common Stock pursuant to the 2021 Equity Incentive Plan.

2. Grant of restricted Common Stock in accordance with the Reporting Person's 2023 Performance Stock Unit Award Agreement.

3. Common Stock issued in accordance with the Reporting Person's 2022 Performance Stock Unit Award Agreement.

4. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

5. Reported ownership includes the following holdings by Trusts: (i) 90 shares held in three Trusts for the benefit of the Reporting Person's children, as to which the Reporting Person's father serves as Trustee and (ii) 296 shares held in a Trust for the benefit of the Reporting Person's children, as to which the Reporting Person's brother serves as Trustee.

	/s/ Jeffery V. Curry, attorney-in-fact for Michael I. Lebovitz	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did CBL (CBL) president Michael I. Lebovitz report?

He reported equity awards and related tax transactions in CBL common stock on February 11, 2026. These included grants and issuances of restricted and performance-based shares, along with share dispositions used to cover tax withholding obligations on those awards.

How many CBL (CBL) shares were granted or issued to the president in this Form 4?

He received 71,649 CBL common shares through restricted stock and performance-based awards at no cash cost. These came under the 2021 Equity Incentive Plan and his 2022 and 2023 Performance Stock Unit Award Agreements, increasing his overall direct equity-based compensation position.

What share dispositions for taxes did the CBL (CBL) president report?

He reported two tax-withholding dispositions totaling 10,021 CBL shares. One covered 1,702 shares at $36.545 per share and the other 8,319 shares at $36.045 per share, with shares delivered to satisfy exercise price or tax liabilities from his equity awards.

How many CBL (CBL) shares does the president own directly after these transactions?

After the reported awards and tax-withholding dispositions, he directly owned 113,203 CBL common shares. This figure reflects his personal direct holdings only and excludes separately reported indirect holdings through his spouse and trusts for his children.

What indirect CBL (CBL) share holdings related to the president are disclosed?

Indirect holdings include shares held by his spouse and several trusts for his children. Trustees are family members, and a footnote states he disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in those trust and related holdings.

Are the CBL (CBL) president’s reported transactions open-market buys or sales?

The filing describes equity grants and tax-withholding dispositions, not open-market trades. Awards were granted or issued at zero price, while shares in the “F” coded transactions were delivered to cover exercise price or tax liabilities associated with those equity awards.