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CBL & Associates Properties (CBL) EVP gets stock grants, covers taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CBL & Associates Properties executive Joseph Khalili reported multiple stock transactions dated February 11, 2026. As EVP of Financial Planning & Analysis, he received several equity awards in common stock and had shares withheld to satisfy tax obligations.

Khalili was granted 2,279 shares of restricted common stock under the 2021 Equity Incentive Plan, 8,644 restricted shares tied to his 2023 Performance Stock Unit Award Agreement, and 4,228 shares issued under his 2022 Performance Stock Unit Award Agreement, all at a stated price of $0 per share.

To cover tax liabilities, 263 shares were disposed of at $36.545 per share and 1,214 shares at $36.045 per share through tax-withholding dispositions. After these transactions, Khalili directly owned 31,115 shares of CBL common stock.

Positive

  • None.

Negative

  • None.
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*
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)
02/11/2026
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 263 D $36.545 17,178 D
Common Stock 02/11/2026 A(1) 2,279 A $0 19,457 D
Common Stock 02/11/2026 A(2) 8,644 A $0 28,101 D
Common Stock 02/11/2026 A(3) 4,228 A $0 32,329 D
Common Stock 02/11/2026 F 1,214 D $36.045 31,115 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. 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.
/s/ Jeffery V. Curry, attorney-in-fact for Joseph Khalili 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) executive Joseph Khalili report?

Joseph Khalili reported grants of restricted common stock and tax-withholding dispositions on February 11, 2026. He received multiple equity awards at $0 per share and had shares withheld at prices around $36 per share to cover tax liabilities, ending with 31,115 shares owned directly.

How many CBL (CBL) shares were granted to Joseph Khalili in these awards?

Khalili received 2,279 restricted shares under the 2021 plan, 8,644 restricted shares under his 2023 Performance Stock Unit Award, and 4,228 shares issued under his 2022 Performance Stock Unit Award, all described as common stock grants at a stated price of $0 per share.

What tax-related share dispositions did Joseph Khalili report at CBL?

He reported two tax-withholding dispositions of CBL common stock. One involved 263 shares at $36.545 per share, and another involved 1,214 shares at $36.045 per share, both characterized as payment of tax liabilities by delivering shares rather than open-market selling.

What is Joseph Khalili’s position at CBL & Associates Properties?

The filing lists Joseph Khalili as an officer of CBL & Associates Properties with the title EVP Financial Planning & Anlys. This identifies him as an executive vice president responsible for financial planning and analysis within the company’s management structure.

How many CBL shares does Joseph Khalili own after these transactions?

Following the reported grants and tax-withholding dispositions, Khalili directly owns 31,115 shares of CBL common stock. This total reflects the cumulative effect of all acquisitions and dispositions listed for February 11, 2026 in the Form 4 filing’s non-derivative securities table.

Which CBL equity plans and awards are referenced in Khalili’s Form 4?

The Form 4 references the 2021 Equity Incentive Plan and Khalili’s 2022 and 2023 Performance Stock Unit Award Agreements. The reported restricted stock grants and stock issuances are described as being made pursuant to, or in accordance with, these specific CBL equity compensation arrangements.
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