CBL & Associates (CBL) EVP logs tax-withholding share dispositions

Rhea-AI Filing Summary

CBL & Associates Properties EVP Joseph Khalili reported two tax-related share dispositions of company common stock. On February 17, 2026, a total of 216 shares were withheld at $35.59 per share and 188 shares at $36.125 per share to cover tax liabilities from previously granted restricted stock that vested on February 12 and February 15, 2026. These Form 4 transactions reflect tax-withholding dispositions rather than open-market sales.

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^*

Khalili Joseph

(Last) (First) (Middle)

C/O CBL PROPERTIES

2030 HAMILTON PLC BLVD, CBL CTR, STE 500

(Street)

CHATTANOOGA TN 37421

(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)
	EVP Financial Planning & Anlys

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		216	D	$35.59(1)	30,899	D
Common Stock	02/17/2026		F		188	D	$36.125(1)	30,711	D

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).

	/s/ Jeffery V. Curry, attorney-in-fact for Joseph Khalili	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did CBL (CBL) report for Joseph Khalili?

CBL reported that EVP Joseph Khalili had shares withheld to cover tax liabilities tied to restricted stock vesting. Two Form 4 transactions show small common stock dispositions classified as tax-withholding, not open-market sales or discretionary selling activity.

How many CBL common shares were disposed of for taxes by the EVP?

The Form 4 shows two tax-withholding dispositions: 216 common shares at $35.59 and 188 common shares at $36.125. These small share amounts were withheld by the issuer to satisfy tax obligations from vesting restricted stock awards.

On what dates were the restricted stock awards vesting for CBL’s EVP?

The tax-withholding dispositions relate to restricted stock awards that vested on February 12, 2026 and February 15, 2026. Share values for withholding were based on NYSE price averages from those vesting dates or the last trading day before vesting.

How were the CBL share values determined for the tax-withholding transactions?

The issuer used the average of the high and low NYSE prices on specific dates. For the February 12, 2026 vesting, the average price was $35.59, and for the February 15, 2026 vesting, the average from February 13, 2026 trading was $36.125.

Does the CBL Form 4 indicate open-market selling by the EVP?

No, the Form 4 classifies both transactions under code F as tax-withholding dispositions. This means shares were delivered to cover exercise price or tax liabilities, rather than representing discretionary open-market sales by the executive.