CBL (NYSE: CBL) CFO disposes shares to cover restricted stock taxes

Rhea-AI Filing Summary

CBL & Associates Properties executive vice president and chief financial officer Benjamin W. Jaenicke reported share dispositions to satisfy tax withholding on vested restricted stock awards. On February 17, 2026, 2,191 common shares were withheld at $35.59 per share and 3,421 shares at $36.125 per share, based on New York Stock Exchange prices used to calculate the related tax liabilities. After these tax-withholding transactions, he directly owned 137,107 shares of common stock.

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^*

Jaenicke Benjamin W

(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 - Chief Financial Officer

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		2,191	D	$35.59(1)	140,528	D
Common Stock	02/17/2026		F		3,421	D	$36.125(1)	137,107	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 Benjamin W. Jaenicke	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 activity did CBL (CBL) report for CFO Benjamin Jaenicke?

CBL reported that CFO Benjamin W. Jaenicke disposed of common shares to cover tax withholding on restricted stock vesting. The Form 4 shows two tax-withholding transactions on February 17, 2026, tied to earlier vesting dates for prior restricted stock awards.

How many CBL (CBL) shares were used for tax withholding in this Form 4?

A total of 5,612 CBL common shares were used for tax withholding. One transaction covered 2,191 shares and another covered 3,421 shares, both classified as dispositions to pay tax liabilities associated with the vesting of prior restricted stock awards.

At what prices were the CBL (CBL) tax-withholding shares valued?

The tax-withholding shares were valued using average NYSE prices. One block of 2,191 shares used a price of $35.59 per share, and another 3,421-share block used $36.125 per share, reflecting averages of the high and low trading prices on the referenced dates.

Was the CBL (CBL) CFO’s Form 4 a market sale of shares?

No, the Form 4 describes tax-withholding dispositions, not open-market sales. Shares were withheld by the issuer to pay tax liabilities arising from restricted stock vesting, as allowed when employees settle taxes by delivering shares instead of paying cash.

How many CBL (CBL) shares did the CFO hold after these transactions?

After the reported tax-withholding dispositions, Benjamin W. Jaenicke directly owned 137,107 shares of CBL common stock. This figure is disclosed as the total shares beneficially owned following the second transaction recorded on February 17, 2026, in the Form 4 filing.

What triggered the CBL (CBL) CFO’s tax-withholding share dispositions?

The dispositions were triggered by restricted stock awards that vested in February 2026. The issuer calculated and notified Jaenicke of the shares to be withheld for taxes in connection with vesting events on February 12 and February 15, based on average NYSE trading prices.