CBL CEO uses share withholding for tax payment

CBL & Associates Properties CEO Stephen D. Lebovitz reported tax-related share dispositions on common stock.

Rhea-AI Filing Summary

CBL & Associates Properties CEO Stephen D. Lebovitz reported tax-related share dispositions on common stock. On February 17, 2026, a total of 1,985 shares at $35.59 and 3,634 shares at $36.125 were withheld to cover tax liabilities tied to previously vested restricted stock.

These were coded as tax-withholding dispositions, not open-market sales, and left Lebovitz with 557,019 directly held shares. He also reports indirect holdings of 53 and 269 shares through irrevocable trusts, while disclaiming beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Exercise Price or Tax Liability: 5,619 shares

Exercise Price or Tax Liability 4 txns

Insider LEBOVITZ STEPHEN D

Role CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,985	$35.59	$71K
Exercise Price or Tax Liability	Common Stock	3,634	$36.125	$131K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 557,019 shares (Direct); Common Stock — 322 shares (Indirect, By Trust)

Footnotes (4)

1. F1. On February 17, 2026, the Issuer calculated and notified the Reporting Person of the number of shares to be withheld for taxes in connection with the vesting of shares from prior restricted stock awards on February 12, 2026 (determined using the $35.59 average of the high and low NYSE prices reported for Issuer's common stock on such date) and on February 15, 2026 (using the $36.125 average of the high and low NYSE prices reported for Issuer's common stock on February 13, 2026, the last trading day prior to the vesting date).
2. F2. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
3. F3. By Stephen D. Lebovitz Irrevocable Trust U/A dated 2/27/1998, Charles B. Lebovitz, Trustee
4. F4. By Stephen D. Lebovitz and Lisa S. Lebovitz Irrevocable Trust U/A dated 4/5/2005, Michael I. Lebovitz, Trustee

FAQ

What insider transaction did CBL CEO Stephen D. Lebovitz report?

Stephen D. Lebovitz reported tax-related share dispositions. On February 17, 2026, shares of CBL common stock were withheld to satisfy tax liabilities from previously vested restricted stock awards, rather than being sold in open-market transactions.

How many CBL shares were withheld for taxes for Stephen D. Lebovitz?

A total of 5,619 CBL shares were withheld for taxes. The amounts were 1,985 shares at $35.59 and 3,634 shares at $36.125, calculated using NYSE price averages tied to the respective vesting dates of prior restricted stock awards.

How many CBL shares does Stephen D. Lebovitz hold after these transactions?

Stephen D. Lebovitz directly holds 557,019 CBL shares after the transactions. In addition, he reports indirect ownership of 53 and 269 shares through separate irrevocable trusts, while disclaiming beneficial ownership except to the extent of his pecuniary interest.

Were Stephen D. Lebovitz’s CBL share dispositions open-market sales?

No, the reported CBL share dispositions were tax-withholding events. They are coded as payments of tax liability by delivering securities in connection with restricted stock vesting, not discretionary open-market buying or selling of CBL common stock by the CEO.

What do the trusts holding CBL shares for Stephen D. Lebovitz represent?

Two irrevocable trusts hold small indirect positions in CBL shares. One trust holds 53 shares and another 269 shares. The filing notes these are irrevocable trusts with named trustees, and Lebovitz disclaims beneficial ownership beyond his pecuniary interest.

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Accepted by SEC EDGAR 02/18/2026 - 05:10 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 STEPHEN D

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		F		1,985	D	$35.59(1)	560,653	D
Common Stock	02/17/2026		F		3,634	D	$36.125(1)	557,019	D
Common Stock								53	I(2)(3)	By Trust
Common Stock								269	I(2)(4)	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. On February 17, 2026, the Issuer calculated and notified the Reporting Person of the number of shares to be withheld for taxes in connection with the vesting of shares from prior restricted stock awards on February 12, 2026 (determined using the $35.59 average of the high and low NYSE prices reported for Issuer's common stock on such date) and on February 15, 2026 (using the $36.125 average of the high and low NYSE prices reported for Issuer's common stock on February 13, 2026, the last trading day prior to the vesting date).

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

3. By Stephen D. Lebovitz Irrevocable Trust U/A dated 2/27/1998, Charles B. Lebovitz, Trustee

4. By Stephen D. Lebovitz and Lisa S. Lebovitz Irrevocable Trust U/A dated 4/5/2005, Michael I. Lebovitz, Trustee

	/s/ Jeffery V. Curry, attorney-in-fact for Stephen D. Lebovitz	02/18/2026
	** 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.
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