UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO _______________
COMMISSION FILE NO. 1-12494 (CBL & ASSOCIATES PROPERTIES, INC.)
CBL & ASSOCIATES PROPERTIES, INC.
(Exact Name of registrant as specified in its charter)
Delaware
62-1545718
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
2030 Hamilton Place Blvd., Suite 500, Chattanooga, TN 37421-6000
(Address of principal executive office, including zip code)
423-855-0001
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered under Section 12(b) of the Act:
Title of each Class
Trading
Symbol(s)
Name of each exchange on
which registered
Common Stock, $0.001 par value
CBL
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐
No ☒
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ☒
No ☐
As of August 3, 2026, 30,942,757 shares of common stock were outstanding, excluding 34 treasury shares.
CBL & Associates Properties, Inc.
Table of Contents
PART I
FINANCIAL INFORMATION
1
Item 1.
Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025
2
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2026 and 2025
3
Condensed Consolidated Statements of Equity for the Six Months Ended June 30, 2026 and 2025
4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025
5
Notes to Unaudited Condensed Consolidated Financial Statements
6
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
23
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
38
Item 4.
Controls and Procedures
PART II
OTHER INFORMATION
39
Legal Proceedings
Item1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
40
SIGNATURES
41
PART I – FINANCIAL INFORMATION
ITEM 1: Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)
June 30,
December 31,
ASSETS (1)
2026
2025
Real estate assets:
Land
$
601,547
601,553
Buildings and improvements
1,646,866
1,619,988
2,248,413
2,221,541
Accumulated depreciation
(389,994
)
(355,900
1,858,419
1,865,641
Developments in progress
9,440
10,533
Net investment in real estate assets
1,867,859
1,876,174
Cash and cash equivalents
101,280
42,287
Restricted cash
101,340
110,665
Available-for-sale securities - at fair value (amortized cost of $201,402 and $292,646 as of June 30, 2026 and December 31, 2025, respectively)
201,169
293,087
Receivables:
Tenant
41,833
46,489
Other
1,692
1,562
Investments in unconsolidated affiliates
81,704
85,941
In-place leases, net
123,808
144,046
Intangible lease assets and other assets
116,533
128,848
2,637,218
2,729,099
LIABILITIES AND EQUITY
Mortgage and other indebtedness, net
2,034,011
2,170,785
Accounts payable and accrued liabilities
180,968
193,640
Total liabilities (1)
2,214,979
2,364,425
Shareholders' equity:
Common stock, $.001 par value, 200,000,000 shares authorized, 30,942,757 and 30,322,052 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively (in each case, excluding 34 treasury shares)
31
30
Additional paid-in capital
686,163
687,424
Accumulated other comprehensive (loss) income
(48
443
Accumulated deficit
(258,710
(312,961
Total shareholders' equity
427,436
374,936
Noncontrolling interests
(5,197
(10,262
Total equity
422,239
364,674
The accompanying notes are an integral part of these condensed consolidated statements.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
Three Months Ended June 30,
Six Months Ended June 30,
REVENUES:
Rental revenues
142,014
136,453
283,387
273,813
Management, development and leasing fees
1,159
1,357
2,768
2,674
3,306
3,095
6,292
6,186
Total revenues
146,479
140,905
292,447
282,673
EXPENSES:
Property operating
(25,797
(23,583
(54,030
(49,461
Depreciation and amortization
(36,283
(39,702
(74,381
(85,243
Real estate taxes
(14,055
(15,027
(28,121
(30,758
Maintenance and repairs
(10,841
(10,372
(23,174
(23,838
General and administrative
(14,782
(15,188
(33,369
(35,895
Loss on impairment
—
(1,457
(30
Total expenses
(101,758
(105,359
(213,045
(226,682
OTHER INCOME (EXPENSES):
Interest and other income
3,089
3,164
6,449
6,632
Interest expense
(42,716
(43,959
(82,615
(88,184
Loss on extinguishment of debt
(217
Gain on deconsolidation
5,925
41,259
Gain on sales of real estate assets
13,633
1,339
15,035
22,871
Income tax (provision) benefit
(642
(369
588
102
Equity in earnings of unconsolidated affiliates
22,311
6,437
32,588
13,350
Total other income (expenses), net
1,600
(33,388
13,304
(45,446
Net income
46,321
2,158
92,706
10,545
Net (income) loss attributable to noncontrolling interests in:
Operating Partnership
(8
(2
(16
Other consolidated subsidiaries
131
603
241
1,011
Net income attributable to the Company
46,444
2,759
92,931
11,548
Earnings allocable to unvested restricted stock
(1,086
(192
(2,170
(769
Net income attributable to common shareholders
45,358
2,567
90,761
10,779
Basic and diluted per share data attributable to common shareholders:
Basic earnings per share
1.50
0.08
3.01
0.35
Diluted earnings per share
1.47
2.95
Weighted-average basic shares
30,221
30,456
30,203
30,438
Weighted-average diluted shares
30,936
30,742
30,808
30,726
Condensed Consolidated Statements of Comprehensive Income
Other comprehensive income (loss):
Unrealized gain (loss) on interest rate swap
63
(143
183
(424
Unrealized loss on available-for-sale securities
(211
(176
(674
(370
Comprehensive income
46,173
1,839
92,215
9,751
Comprehensive (income) loss attributable to noncontrolling interests in:
Comprehensive income attributable to the Company
46,296
2,440
92,440
10,754
Comprehensive income attributable to common shareholders
45,210
2,248
90,270
9,985
Condensed Consolidated Statements of Equity
Equity
Shareholders' Equity
CommonStock
AdditionalPaid-inCapital
AccumulatedOtherComprehensiveIncome
Accumulated Deficit
TotalShareholders'Equity
NoncontrollingInterests
TotalEquity
Balance, December 31, 2024
694,566
782
(371,833
323,546
(10,682
312,864
Net income (loss)
8,789
(402
8,387
Other comprehensive loss
(475
Dividends declared - common stock
(37,123
Issuance of 132,466 shares of restricted common stock
Issuance of 128,368 shares of common stock associated with performance stock units, net of shares withheld for tax
(2,548
Distributions to noncontrolling interests
(183
Amortization of deferred compensation
2,156
Compensation expense related to performance stock units
1,834
Cancellation of 36,384 shares of restricted common stock
(1,150
Adjustments for noncontrolling interests
(3
Balance, March 31, 2025
694,855
307
(400,167
295,026
(11,264
283,762
(601
(319
(12,374
2,308
1,981
(6
Balance, June 30, 2025
699,150
(12
(409,782
289,387
(11,874
277,513
AccumulatedOtherComprehensiveIncome (Loss)
AccumulatedDeficit
Balance, December 31, 2025
46,487
(102
46,385
(343
(19,339
Issuance of 563,415 shares of restricted common stock
(1
Issuance of 144,619 shares of common stock associated with performance stock units, net of shares withheld for tax
(3,094
(273
1,700
664
Cancellation of 47,060 shares of restricted common stock
(1,699
Repurchases of 38,268 shares of common stock
(1,336
Adjustment for noncontrolling interests
Balance, March 31, 2026
683,664
100
(285,813
397,982
(10,643
387,339
(123
(148
(19,341
(11
Cancellation of 2,001 shares of restricted common stock
1,727
769
Deconsolidation of investment
5,583
Balance, June 30, 2026
Condensed Consolidated Statements of Cash Flows
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Adjustments to reconcile net income to net cash provided by operating activities:
74,381
85,243
Net amortization of deferred financing costs, discounts on available-for-sale securities and debt discounts
11,773
15,527
Net amortization of intangible lease assets and liabilities
5,355
6,346
(15,035
(22,871
Gain on insurance proceeds
(84
Write-off of development projects
27
Share-based compensation expense
4,860
8,279
1,457
(41,259
217
(32,588
(13,350
Distributions of earnings from unconsolidated affiliates
21,531
8,891
Change in estimate of uncollectable revenues
2,701
1,042
Deferred income tax provision
1,720
1,527
Changes in:
Tenant and other receivables
2,148
10,497
Other assets
645
(2,815
4,334
(10,615
Net cash provided by operating activities
133,188
99,947
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate assets
(29,410
(28,263
Acquisitions of real estate assets
(43,761
(6,158
Net proceeds from sales of real estate assets
19,216
76,435
Purchases of available-for-sale securities
(471,038
(110,634
Redemptions of available-for-sale securities
561,149
164,235
Proceeds from insurance
1,212
Additional investments in and advances to unconsolidated affiliates
260
(100
Distributions in excess of equity in earnings of unconsolidated affiliates
15,034
3,695
Changes in other assets
(1,155
Net cash provided by investing activities
51,576
98,055
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and other indebtedness
834,480
Principal payments on mortgage and other indebtedness
(901,352
(93,659
Additions to debt issuance costs
(23,129
(270
Repurchases of common stock
Payment of tax withholdings for restricted stock awards and performance stock units
(4,793
(3,698
(285
(186
Dividends paid to common shareholders
(38,681
(49,497
Net cash used in financing activities
(135,096
(147,310
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
49,668
50,692
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period
152,952
153,804
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period
202,620
204,496
Reconciliation from condensed consolidated statements of cash flows to condensed consolidated balance sheets:
100,325
Restricted cash:
31,489
43,926
Mortgage escrows
69,851
60,245
SUPPLEMENTAL INFORMATION
Cash paid for interest, net of amounts capitalized
66,288
68,025
(Dollars in thousands, except per share data)
Note 1 – Organization and Basis of Presentation
CBL & Associates Properties, Inc. (“CBL”), a Delaware corporation, is a self-managed, self-administered, fully integrated real estate investment trust (“REIT”) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, outlet centers, lifestyle centers, open-air centers, office buildings and other properties, including single-tenant and multi-tenant parcels. Its properties are located in 23 states, but are primarily in the southeastern and midwestern United States.
CBL conducts substantially all its business through CBL & Associates Limited Partnership (the “Operating Partnership”), which is a variable interest entity ("VIE"). The Operating Partnership consolidates the financial statements of all entities in which it has a controlling financial interest or where it is the primary beneficiary of a VIE.
As of June 30, 2026, the Operating Partnership owned interests in the following properties:
Malls
Outlet Centers
Lifestyle Centers
Open-Air Centers
Other (1)(2)
Total
Consolidated Properties
43
18
68
Unconsolidated Properties (3)
48
24
86
CBL is the 100% owner of two qualified REIT subsidiaries, CBL Holdings I, Inc. and CBL Holdings II, Inc. As of June 30, 2026, CBL Holdings I, Inc., the sole general partner of the Operating Partnership, owned a 1.00% general partner interest in the Operating Partnership and CBL Holdings II, Inc. owned a 98.98% limited partner interest for a combined interest held by CBL of 99.98%. As of June 30, 2026, third parties owned a 0.02% limited partner interest in the Operating Partnership.
As used herein, the term "Company" includes CBL & Associates Properties, Inc. and its subsidiaries, including CBL & Associates Limited Partnership and its subsidiaries, unless the context indicates otherwise. The term "Operating Partnership" refers to CBL & Associates Limited Partnership and its subsidiaries.
The Operating Partnership conducts the Company's property management and development activities through its wholly owned subsidiary, CBL & Associates Management, Inc. (the “Management Company"), to comply with certain requirements of the Internal Revenue Code.
The accompanying condensed consolidated financial statements are unaudited; however, they have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements for these interim periods have been included. All intercompany transactions have been eliminated. The results for the interim period ended June 30, 2026 are not necessarily indicative of the results to be obtained for the full fiscal year.
Note 2 – Summary of Significant Accounting Policies
Accounting Guidance Not Yet Adopted
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU"), "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures," to improve the disclosures about a public business entity's expenses by providing more detailed information about the types of expenses in commonly presented expense captions. The standard will be effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of this new standard will have on its condensed consolidated financial statements.
Accounts Receivable
Receivables include amounts billed and currently due from tenants pursuant to lease agreements and receivables attributable to straight-line rents associated with those lease agreements. Individual leases where the collection of rents is in dispute are assessed for collectability based on management’s best estimate of collection considering the anticipated
outcome of the dispute. Individual leases that are not in dispute are assessed for collectability and upon the determination that the collection of rents over the remaining lease term is not probable, accounts receivable is reduced as an adjustment to rental revenues. Revenue from leases where collection is deemed to be less than probable is recorded on a cash basis until collectability is determined to be probable. Further, management assesses whether operating lease receivables, at a portfolio level, are appropriately valued based upon an analysis of balances outstanding, historical collection levels and current economic trends. An allowance for the uncollectable portion of the portfolio is recorded as an adjustment to rental revenues.
Management’s collection assessment took into consideration the type of retailer, billing disputes, lease negotiation status and executed deferral or abatement agreements, as well as recent rent collection experience and tenant bankruptcies based on the best information available to management at the time of evaluation.
Note 3 – Revenues
Revenues
The following table presents the Company's revenues disaggregated by revenue source for the three and six months ended June 30, 2026 and 2025:
Revenues from contracts with customers:
Operating expense reimbursements (see table below)
2,075
1,747
4,189
3,689
Management, development and leasing fees (1)
Marketing revenues (see table below)
731
758
1,297
1,109
3,965
3,862
8,254
7,472
Other revenues
500
590
806
1,388
Total revenues (2)
Operating expense reimbursements detail:
1,826
1,485
3,521
3,135
175
164
349
335
80
89
219
167
All Other
9
52
Marketing revenues detail:
668
716
1,213
1,036
61
69
See Note 10 for information on the Company's segments.
7
Revenues from Contracts with Customers
Outstanding Performance Obligations
The Company has outstanding performance obligations related to certain noncancelable contracts with customers for which it will receive fixed operating expense reimbursements for providing certain maintenance and other services as described above. As of June 30, 2026, the Company expects to recognize these amounts as revenue over the following periods:
Performance obligation
Less than 5years
5-20years
Over 20years
Fixed operating expense reimbursements
19,875
45,730
41,948
107,553
The Company evaluates its performance obligations each period and makes adjustments to reflect any known additions or cancellations. Performance obligations related to variable consideration, which is based on sales, are constrained.
Note 4 – Leases
The components of rental revenues for the three and six months ended June 30, 2026 and 2025 are as follows:
Fixed lease payments
115,933
107,552
229,378
225,073
Variable lease payments
26,081
28,901
54,009
48,740
Total rental revenues
The undiscounted future fixed lease payments to be received under the Company's operating leases as of June 30, 2026, are as follows:
Years Ending December 31,
2026 (1)
232,349
2027
394,494
2028
310,381
2029
234,157
2030
178,998
2031
130,595
Thereafter
394,825
Total undiscounted lease payments
1,875,799
Note 5 – Fair Value Measurements
The Company has categorized its financial assets and financial liabilities that are recorded at fair value into a hierarchy in accordance with Accounting Standards Codification ("ASC") 820, Fair Value Measurements and Disclosure, ("ASC 820") based on whether the inputs to valuation techniques are observable or unobservable. The fair value hierarchy contains three levels of inputs that may be used to measure fair value as follows:
Level 1 –
Inputs represent quoted prices in active markets for identical assets and liabilities as of the measurement date.
Level 2 –
Inputs, other than those included in Level 1, represent observable measurements for similar instruments in active markets, or identical or similar instruments in markets that are not active, and observable measurements or market data for instruments with substantially the full term of the asset or liability.
Level 3 –
Inputs represent unobservable measurements, supported by little, if any, market activity, and require considerable assumptions that are significant to the fair value of the asset or liability. Market valuations must often be determined using discounted cash flow methodologies, pricing models or similar techniques based on the Company’s assumptions and best judgment.
8
The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under ASC 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs and consider assumptions such as inherent risk, transfer restrictions and risk of nonperformance.
The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short-term nature of these financial instruments. The estimated fair value of mortgage and other indebtedness was $2,002,320 and $2,084,706 as of June 30, 2026 and December 31, 2025, respectively. The fair value of mortgage and other indebtedness was calculated using Level 2 inputs by discounting future cash flows for mortgage and other indebtedness using estimated market rates at which similar loans would be made currently.
Fair Value Measurements on a Recurring Basis
The Company uses interest rate swaps to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows. This analysis reflects the contractual terms of the interest rate swap, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of the Company's derivative contracts for the effect of nonperformance risk, it has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. In accordance with ASU 2011-04, the FASB’s fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. Although the Company has determined that the majority of the inputs used to value its interest rate swap fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its interest rate swap utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. The Company has determined that the significance of the impact of the credit valuation adjustments made to its derivative contract, which determination was based on the fair value of the individual contract, was not significant to the overall valuation. As a result, the Company's interest rate swap held as of June 30, 2026 and December 31, 2025 was classified as Level 2 of the fair value hierarchy.
The following tables set forth information regarding the Company's interest rate swap that was designated as a cash flow hedge of interest rate risk for the six months ended June 30, 2026 and the year ended December 31, 2025. See Note 9 for more information.
Fair Value Measurements at Reporting Date Using
Asset
Fair Value at June 30, 2026
Quoted Prices inActive Markets for IdenticalAssets (Level 1)
SignificantOtherObservableInputs (Level 2)
SignificantUnobservableInputs (Level 3)
Interest rate swap
185
Fair Value at December 31, 2025
During the six months ended June 30, 2026, the Company has continued to reinvest the cash from maturing U.S. Treasury securities into new U.S. Treasury securities. The Company designated the U.S. Treasury securities as available-for-sale (“AFS”). The table below sets forth information regarding the Company’s AFS securities that were measured at fair value for the six months ended June 30, 2026 and for the year ended December 31, 2025:
U.S. Treasury securities
June 30, 2026
December 31, 2025
Amortized cost (1)
201,402
292,646
Allowance for credit losses (2)
Total unrealized (loss) gain
(233
441
Fair value (3)
Fair Value Measurements on a Nonrecurring Basis
The Company measures the fair value of certain long-lived assets on a nonrecurring basis, through quarterly impairment testing or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company’s evaluation of the recoverability of long-lived assets involves the comparison of undiscounted future cash flows expected to be generated by each property over the Company’s expected remaining holding period to the respective carrying amount. The determination of whether the carrying value is recoverable also requires management to make estimates related to probability weighted scenarios impacting undiscounted cash flow models. The Company considers both quantitative and qualitative factors in its impairment analysis of long-lived assets. Significant quantitative factors include historical and forecasted information for each property such as net operating income, occupancy statistics and sales levels. Significant qualitative factors used include market conditions, age and condition of the property and tenant mix. The quantitative and qualitative factors impact the selection of the terminal capitalization rate which is used in both an undiscounted and discounted cash flow model and the discount rate used in a discounted cash flow model. Due to the significant unobservable estimates and assumptions used in the valuation of long-lived assets that experience impairment, the Company classifies such long-lived assets under Level 3 in the fair value hierarchy. Level 3 inputs primarily consist of sales and market data, independent valuations and discounted cash flow models.
Long-lived Assets Measured at Fair Value in 2026
The Company did not record loss on impairment for the three or six months ended June 30, 2026.
Long-lived Assets Measured at Fair Value in 2025
During the three and six months ended June 30, 2025, the Company sold 840 Greenbrier Circle for less than its carrying value and recorded an impairment of $1,457.
Note 6 - Acquisitions
The Company's acquisitions are accounted for as acquisitions of assets under ASC 805-50. The Company includes the results of operations of real estate assets acquired in the condensed consolidated statements of operations from the date of the related acquisition.
2026 Acquisitions
In March 2026, the Company acquired Gateway Mall, an enclosed mall located in Lincoln, NE. The purchase price was approximately $43,761 including acquisition costs. The acquisition of Gateway Mall was financed through a $21,000 non‑recourse loan. See Note 9 for more information.
The Company allocated the purchase price to the acquired assets and liabilities based on relative fair values as determined by management, with the assistance of a third-party valuation specialist. The most subjective and judgmental assumptions used include the projected cash flows, capitalization and discount rates. Multiple appraisal methodologies were used to value the acquired assets and liabilities, which included the cost approach, the sales comparison approach and the income capitalization approach. All estimates, assumptions, valuations and financial projections are inherently subject to significant uncertainties and the resolution of contingencies beyond the Company’s control. Accordingly, the Company cannot assure that the estimates, assumptions, valuations or financial projections will be realized and actual results could vary materially.
10
The following table summarizes the amounts of identified assets acquired and liabilities assumed at the acquisition date:
Recognized amounts of identifiable assets acquired and liabilities assumed:
12,902
Building and improvements
22,477
In-place leases (1)
7,327
Intangible lease assets and other assets:
Above-market leases (1)
3,418
Accounts payable and accrued liabilities:
Below-market leases (1)
(2,363
43,761
2025 Acquisitions
In January 2025, the Company acquired four Macy's stores for $6,156, which included land, buildings and improvements, for future redevelopment at the respective properties.
Note 7 – Dispositions and Held-for-Sale
Dispositions
Based on its analysis, the Company determined that the dispositions described below do not meet the criteria for classification as discontinued operations and are not considered to be significant disposals based on its quantitative and qualitative evaluation. Thus, the results of operations of the properties described below, as well as any related gains or losses, are included in net income (loss) for all periods presented, as applicable.
2026 Dispositions
During the three months ended June 30, 2026, the Company realized a gain of $13,633 related to the sale of seven outparcels (April 2026 and June 2026). During the six months ended June 30, 2026, the Company realized a gain of $15,035 related to the sale of eight outparcels (January 2026, April 2026 and June 2026). For the three and six months ended June 30, 2026, gross proceeds from sales of real estate assets were $19,202 and $20,696, respectively.
2025 Dispositions
During the three months ended June 30, 2025, the Company realized a gain of $1,339 primarily related to the sale of an outparcel. During the six months ended June 30, 2025, the Company realized a gain of $22,871 primarily related to the sales of Imperial Valley Mall (February 2025), Annex at Monroeville (January 2025), Monroeville Mall (January 2025), three outparcels associated with the Monroeville Mall properties (January 2025), a land parcel associated with Imperial Valley Mall (February 2025) and an outparcel (April 2025). For the three and six months ended June 30, 2025, gross proceeds from sales of real estate assets were $5,000 and $77,100, respectively, which were used to partially paydown the secured term loan and the 2032 non-recourse bank loan. See Note 9 for more information. The Company recorded a loss on impairment related to the sale of 840 Greenbrier Circle. See Note 5 for more information.
Held-for-Sale
As of June 30, 2026 and December 31, 2025, there were no properties that met the criteria to be classified as held-for-sale.
Note 8 – Unconsolidated Affiliates and Noncontrolling Interests
Unconsolidated Affiliates
At June 30, 2026, the Company had investments in 24 entities, which are accounted for using the equity method of accounting. All investments in unconsolidated affiliates were similar in nature and the entities all were developing or held and operated real estate assets.
The Company had three unconsolidated affiliates with its ownership interests ranging from 33% to 49%, 15 unconsolidated affiliates owned in 50/50 joint ventures and three unconsolidated affiliates with ownership interests of 65%.
11
Although the Company had majority ownership of certain joint ventures during 2026 and 2025, it evaluated the investments and concluded that the other partners or owners in these joint ventures had substantive participating rights, such as approvals of:
As a result of the joint control over these joint ventures, the Company accounts for these investments using the equity method of accounting.
Additionally, the Company deconsolidated three investments, Jefferson Mall (100% ownership), The Outlet Shoppes at Gettysburg (50% ownership) and Southpark Mall (100% ownership), as a result of losing control when the properties went into receivership.
2026 Activity - Unconsolidated Affiliates
Coastal Grand-DSG LLC
In April 2026, the Company and its joint venture partner closed on a $6,581 non-recourse, five-year loan secured by Coastal Grand Mall - Dick's Sporting Goods, which bears a fixed interest rate of 6.17%. Proceeds from the new loan were used to retire the previous loan.
Jefferson Mall CMBS, LLC
In January 2026, the loan secured by Jefferson Mall entered default. In February 2026, the property was placed into receivership and the Company deconsolidated the property due to a loss of control. For the six months ended June 30, 2026, the Company recognized gain on deconsolidation of $35,334. The Company anticipates returning the property to the lender.
Gettysburg Outlet Center CMBS, LLC
The loan secured by The Outlet Shoppes at Gettysburg matured in October 2025. In May 2026, the property was placed into receivership and the Company deconsolidated the property due to a loss of control. For the three and six months ended June 30, 2026, the Company recognized a gain on deconsolidation of $5,925. The Company anticipates returning the property to the lender.
West Melbourne Town Center LLC
In May 2026, the Company and its joint venture partner sold Hammock Landing for $78,500, including the buyer assuming the $43,827 loan. The Company recognized a gain of $12,107, within equity in earnings in the condensed consolidated statements of operations, related to the sale.
York Town Center Holding, LP
In June 2026, the loan secured by York Town Center was extended for four months through October 2026.
2025 Activity - Unconsolidated Affiliates
Alamance Crossing CMBS, LLC
In March 2025, the Company transferred title of the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property, which had a balance of $41,122.
BI Developments II, LLC
In March 2025, the Company and its joint venture partner sold an outparcel. The sale resulted in total gross proceeds of $2,400 and the Company recognized a gain of $1,035 at the Company's share.
12
Port Orange I, LLC
In February 2025, the Company and its joint venture partner exercised the one-year extension option on the loan secured by the Pavilion at Port Orange, which extended the maturity date through February 2026. In September 2025, the Company and its joint venture partner closed on a new $43,000, five-year non-recourse loan, which bears a fixed interest rate of 5.933% and used the net proceeds to retire the previous loan.
In April 2025, the Company and its joint venture partner sold an outparcel. The sale resulted in total gross proceeds of $1,300 and the Company recognized a gain of $832 at the Company's share.
In March 2025, the loan secured by York Town Center was extended for six months through September 2025. In August 2025, the loan secured by York Town Center was extended through June 2026 and the interest rate was increased to 6%
Condensed Combined Financial Statements - Unconsolidated Affiliates
Condensed combined financial statement information of the unconsolidated affiliates is as follows:
ASSETS:
Investment in real estate assets
1,190,238
1,255,163
(558,942
(574,364
631,296
680,799
3,643
1,315
634,939
682,114
124,244
135,138
Total assets
759,183
817,252
LIABILITIES:
730,242
715,013
Other liabilities
31,994
23,468
Total liabilities
762,236
738,481
OWNERS' EQUITY:
The Company
63,836
78,016
Other investors
(66,889
755
Total owners' equity
(3,053
78,771
Total liabilities and owners’ equity
47,008
43,636
92,701
88,838
Net income (1)
32,261
9,556
40,021
52,546
Variable Interest Entities
The Operating Partnership and certain of its subsidiaries are VIEs primarily because the limited partners of these entities do not collectively possess substantive kick-out or participating rights.
The Company consolidates the Operating Partnership because it is the primary beneficiary. The Company, through the Operating Partnership, consolidates all VIEs for which it is the primary beneficiary. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership is considered a VIE when the majority of the limited partners unrelated to the general partner possess neither the right to remove the general partner without cause, nor certain rights to participate in the decisions that most significantly affect the financial results of the partnership. In determining whether the Company is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of the Company's investment; the obligation or likelihood for the Company or other investors to provide financial support; and the similarity with and significance to the Company's business activities and the business activities of the other investors.
13
Consolidated VIEs
As of June 30, 2026, the Company had investments in nine consolidated VIEs with ownership interests ranging from 50% to 92%.
Unconsolidated VIEs
The table below lists the Company's unconsolidated VIEs as of June 30, 2026:
Unconsolidated VIEs:
Investment inReal EstateJointVenturesandPartnerships
MaximumRisk of Loss
Ambassador Infrastructure, LLC (1)
1,012
Atlanta Outlet JV, LLC
El Paso Outlet Center Holding, LLC
Gettysburg Outlet Center Holding, LLC (2)
Jefferson Mall CMBS, LLC (3)
Louisville Outlet Shoppes, LLC
Mall of South Carolina L.P.
Southpark Mall CMBS, LLC (4)
Vision - CBL Hamilton Place, LLC
3,532
Vision - CBL Mayfaire TC Hotel, LLC
5,641
9,173
10,185
Note 9 – Mortgage and Other Indebtedness, Net
CBL has no indebtedness. Either the Operating Partnership or one of its consolidated subsidiaries that it has a direct or indirect ownership interest in are the borrowers on all the Company's debt. At June 30, 2026, all the Company's consolidated debt is non-recourse.
The Company’s mortgage and other indebtedness, net, consisted of the following:
Amount
Weighted-AverageInterestRate (1)
Fixed-rate debt:
2032 non-recourse bank loan (2)
367,956
7.70
%
Non-recourse secured mall loan due 2031
423,853
7.40
Non-recourse loans on operating properties
1,050,833
5.52
1,133,962
4.64
Total fixed-rate debt
1,842,642
6.39
1,501,918
5.39
Variable-rate debt:
Non-recourse, secured term loan
646,722
6.74
75,000
7.72
7.97
Non-recourse secured lifestyle centers loan due 2032
176,080
Non-recourse loan on an operating property
30,680
7.37
31,380
7.62
Total variable-rate debt
281,760
7.68
753,102
6.90
Total fixed-rate and variable-rate debt
2,124,402
6.56
2,255,020
5.89
Unamortized deferred financing costs
(29,708
(9,276
Debt discounts (3)
(60,683
(74,959
Total mortgage and other indebtedness, net
14
Non-recourse loans on operating properties, the 2032 non-recourse bank loan, the non-recourse secured mall loan due 2031 and the non-recourse secured lifestyle centers loan due 2032 include loans that are secured by properties owned by the Company that have a carrying value of $1,711,536 at June 30, 2026.
2026 Loan Activity
In January 2026, the loan secured by Jefferson Mall entered default. In February 2026, the Company deconsolidated the property when the property entered receivership. See Note 8.
In March 2026, the Company entered into a $425,000 non-recourse loan (the "secured mall loan due 2031") that has a five-year term, maturing in April 2031, and a fixed interest rate of 7.40%. The Company used proceeds from redeemed U.S. Treasury securities and proceeds from the secured mall loan due 2031 to retire the Company’s existing $634,009 secured term loan. The secured mall loan is secured by a pool of primarily mall properties that previously served as collateral for the secured term loan, which includes CherryVale Mall, Frontier Mall, Hanes Mall, Kirkwood Mall, Mall del Norte, Post Oak Mall, Richland Mall, Sunrise Mall, Turtle Creek Mall, Valley View Mall, West Towne Mall, Westmoreland Mall and Westmoreland Crossing.
In March 2026, the Company entered into a $176,080 variable‑rate, non‑recourse loan (the "secured lifestyle centers loan due 2032") that has a five‑year term, includes two one‑year extension options, and is interest‑only with a variable interest rate of SOFR plus 410 basis points. The secured lifestyle centers loan due 2032 is secured by Mayfaire Town Center, Pearland Town Center, Southaven Town Center and East Towne Mall, all of which served as collateral under the prior secured term loan. Also, the secured lifestyle centers loan due 2032 is subject to customary cross-default provisions with the Company’s $442,956 2032 non-recourse bank loan.
In March 2026, the acquisition of Gateway Mall was financed through a $21,000 non‑recourse, five‑year loan which carries a fixed interest rate of 6.46%. See Note 6.
In March 2026, the loan secured by Parkdale Mall and Parkdale Crossing entered maturity default. The Company is in discussions with the lender and intends to cooperate with the foreclosure or conveyance of the properties in satisfaction of the debt.
In April 2026, the Company closed on a $43,000 non-recourse, five-year loan secured by Northwoods Mall, which bears a fixed interest rate of 9.12%. Proceeds from the new loan were used to retire the previous loan. Under the previous loan, cash flows were being swept by the lender.
In May 2026, the loan secured by Arbor Place entered maturity default. The Company intends to cooperate with the foreclosure or conveyance of the property in satisfaction of the debt.
In May 2026, the Company closed on a $97,500 non-recourse, five-year loan secured by Fayette Mall, which bears a fixed interest rate of 7.25%. Proceeds from the new loan were used to retire the previous loan.
In May 2026, the $19,438 loan ($9,719 at the Company's share) secured by Outlet Shoppes at Gettysburg, which matured in October 2025, was deconsolidated by the Company in conjunction with the property entering receivership. See Note 8.
In May 2026, the Company entered into a $71,900 non-recourse, five-year loan secured by Hamilton Place, which bears a fixed interest rate of 6.85%. Proceeds from the new loan were used to retire the previous loan.
In May 2026, the loan secured by Volusia Mall was modified, which extends the maturity date through October 2026.
In June 2026, the lender notified the Company that the loan secured by The Outlet Shoppes at Laredo was in default. Subsequent to June 30, 2026, the loan was extended through November 2026. See Note 15.
2025 Loan Activity
In January 2025, a portion of the proceeds from the sale of Monroeville Mall and the Annex at Monroeville were used to paydown the 2032 non-recourse bank loan by $7,107.
In February 2025, a portion of the proceeds from the sale of Imperial Valley Mall were used to paydown the secured term loan principal balance by $41,116.
15
In March 2025, the loan secured by Cross Creek Mall was modified to extend the maturity date to August 2025. In July 2025, the Company closed on a new $78,000, five-year non-recourse loan secured by Cross Creek Mall. The new loan bears a fixed interest rate of 6.86%.
In March 2025, the lender notified the Company that the loan secured by The Outlet Shoppes at Laredo was in default. In September 2025, the loan was extended through June 2026 and the loan default was cured.
In May 2025, the Company exercised the one-year extension option on the loan secured by Fayette Mall.
Scheduled Principal Payments
As of June 30, 2026, the scheduled principal amortization and balloon payments of the Company’s consolidated debt, excluding extensions available at the Company’s option, on all mortgage and other indebtedness, are as follows:
180,344
21,653
145,913
20,069
929,295
606,470
58,699
1,962,443
Principal balance of loans with maturity dates prior to June 30, 2026 (2)
161,959
Total mortgage and other indebtedness
Of the $180,344 of scheduled principal payments for the remainder of 2026, $169,985 relates to the maturing principal balances of loans secured by Volusia Mall and West County Center.
Interest Rate Hedge Instruments
The Company records its derivative instruments in its condensed consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the derivative has been designated as a hedge and, if so, whether the hedge has met the criteria necessary to apply hedge accounting.
The effective portion of changes in the fair value of derivatives designated as, and that qualify as, cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Such derivatives were used to hedge the variable cash flows associated with variable-rate debt.
Instrument Type
Location in the Condensed Consolidated Balance Sheet
Notional
Index
Maturity Date
Pay fixed/Receive variable swap
32,000
1-month USD-SOFR CME
Jun-27
Hedging Instrument - Interest Rate Swap
Gain (loss) recognized in other comprehensive income (loss)
Gain recognized in earnings (1)
28
82
58
163
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that $185 will be reclassified from other comprehensive income (loss) as a decrease to interest expense.
16
The Company has an agreement with each derivative counterparty that contains a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.
As of June 30, 2026, the Company did not have any derivatives with a fair value in a net liability position including accrued interest but excluding any adjustment for nonperformance risk. As of June 30, 2026, the Company has posted $1,920 of cash collateral related to the interest rate swap. The Company is not in breach of any agreement provisions.
Note 10 – Segment Information
As discussed in Note 1, the Company owns interests in a portfolio of properties including regional shopping malls, outlet centers, lifestyle centers, open-air centers, office buildings and other properties, including single-tenant and multi-tenant parcels. The Company has identified each property as an operating segment, and each is led by a general manager. Performance and resource allocation is assessed by the chief executive officer (“CEO”), whom the Company has determined to be the Chief Operating Decision Maker ("CODM").
The Company’s reportable segments are malls, lifestyle centers, outlet centers and open-air centers. The CODM evaluates performance and allocates resources on a property-by-property basis aggregated based on property type in accordance with aggregation criteria. The CODM measures performance and allocates resources to each property based on net operating income ("NOI") and certain criteria such as tenant mix, capital requirements, economic risks, leasing terms, and short- and long-term returns on capital. NOI is a supplemental non-GAAP measure of the operating performance of the Company’s shopping centers and other properties. The Company defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating expenditures, real estate taxes and maintenance and repairs) plus property interest and other income. The Company computes NOI based on its pro rata share of both consolidated and unconsolidated properties.
The following is a brief description of the Company’s reportable segments and the remaining operating segments that comprise the All Other category:
Malls – The malls reporting segment consists of enclosed large regional shopping centers, generally anchored by two or more anchors or junior anchors, a wide variety of in-line retail stores, restaurants and non-retail tenants.
Lifestyle centers – The lifestyle center reporting segment consists of large open-air centers, generally anchored by one or more anchors, which can include traditional department store anchors, grocers, or other non-traditional anchors and/or junior anchors, a wide variety of in-line and retail stores, restaurants, and/or non-retail tenants.
Outlet centers – The outlet center reporting segment consists of open-air centers, generally anchored by one or more discount or off-price junior anchors and a wide variety of brand name off-price or discount in-line stores.
Open-air centers – The open-air centers reporting segment is typically anchored by a combination of supermarkets, value-priced stores, big-box retailers or traditional department stores. In many cases, the open-air centers in this category are adjacent to the properties that make up the malls reporting segment.
All Other – The All Other category includes outparcels, office buildings, hotels, corporate-level debt and the Management Company.
Rental income and tenant reimbursements from tenant leases provide the majority of revenues from all segments. The accounting policies of the reportable segments are the same as those described in Note 2 of the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
17
Information on the Company's reportable segments is presented as follows:
Three Months Ended June 30, 2026
Total Reportable Segments
All Other (1)
Consolidation Adjustments (2)
Consolidated Total
Revenues (3)
123,270
8,428
12,953
13,495
158,146
8,876
(20,543
Property operating expenses (4)
(44,237
(3,122
(3,203
(2,760
(53,322
487
65
622
Segment net operating income
79,520
5,318
9,808
10,800
105,446
All other segment net operating income (1)
9,034
Consolidation adjustments (2)
(15,605
General and administrative expense
Income tax provision
Three Months Ended June 30, 2025
114,207
8,531
12,677
18,270
153,685
8,116
(20,896
(41,184
(3,420
(3,693
(3,763
(52,060
90
168
329
73,113
5,124
9,042
14,675
101,954
9,054
(15,921
Six Months Ended June 30, 2026
245,477
16,928
25,478
27,886
315,769
17,317
(40,639
(92,320
(6,238
(6,902
(5,829
(111,289
891
22
72
201
1,186
154,048
10,712
18,648
22,258
205,666
18,114
(30,209
Income tax benefit
Six Months Ended June 30, 2025
230,116
17,123
24,811
35,867
307,917
16,259
(41,503
(88,836
(6,507
(7,482
(7,442
(110,267
308
25
340
141,588
10,641
17,387
28,765
198,381
18,532
(31,665
Note 11 – Earnings Per Share
Earnings per share ("EPS") is calculated under the two-class method. Under the two-class method, all earnings (distributed and undistributed) are allocated to common stock and participating securities. The Company grants restricted stock awards to certain employees under its share-based compensation program, which entitle recipients to receive nonforfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of common stock. These unvested restricted stock awards meet the definition of participating securities based on their respective rights to receive nonforfeitable dividends.
Diluted EPS incorporates the potential impact of contingently issuable shares. Diluted EPS is calculated under both the two-class and treasury stock methods, and the more dilutive amount is reported. Performance stock units ("PSUs") and unvested restricted stock awards are contingently issuable common shares and are included in diluted EPS if the effect is dilutive.
The following table presents the calculation of basic and diluted EPS (in thousands, except per share amounts):
Less: Earnings allocable to unvested restricted stock
Weighted-average basic shares outstanding
Net income per share attributable to common shareholders
Diluted earnings per share (1)
Dilutive impact of unvested restricted stock
Net income attributable to common shareholders, net of dilutive impact
90,789
Weighted-average diluted shares outstanding
19
Note 12 – Contingencies
The Company is currently involved in litigation that arises in the ordinary course of business, most of which is expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.
Environmental Contingencies
The Company evaluates potential loss contingencies related to environmental matters using the same criteria described above related to litigation matters. Based on current information, an unfavorable outcome concerning such environmental matters, both individually and in the aggregate, is considered to be reasonably possible. However, the Company believes its maximum potential exposure to loss would not be material to its results of operations or financial condition. The Company has a master insurance policy that provides coverage through 2027 for certain environmental claims up to $40,000 per occurrence and up to $40,000 in the aggregate, subject to deductibles and certain exclusions. At certain locations, individual policies are in place.
Note 13 – Share-Based Compensation
Restricted Stock Awards
Compensation expense is recognized on a straight-line basis over the requisite service period. The share-based compensation expense related to restricted stock awards granted under the CBL & Associates Properties, Inc. 2021 Equity Incentive Plan ("EIP") was $1,701 and $3,374 for the three and six months ended June 30, 2026, respectively. The share-based compensation expense related to restricted stock awards granted under the CBL & Associates Properties, Inc. 2021 EIP was $2,276 and $4,402 for the three and six months ended June 30, 2025, respectively. Share-based compensation cost capitalized as part of real estate assets was $26 and $53, for the three and six months ended June 30, 2026, respectively. Share-based compensation cost capitalized as part of real estate assets was $32 and $62 for the three and six months ended June 30, 2025, respectively. Share-based compensation cost resulting from share-based awards is recorded at the Management Company, which is a taxable entity.
A summary of the status of the Company’s unvested restricted stock awards as of June 30, 2026, and changes during the six months ended June 30, 2026, are presented below:
Shares
Weighted-AverageGrant-DateFair Value Per Share
Unvested at January 1, 2026
338,056
28.35
Granted
171,158
36.05
2023 PSUs earned and granted as restricted stock
392,257
38.79
Vested
(177,834
27.46
Forfeited
(2,001
32.20
Unvested at June 30, 2026
721,636
36.06
20
The total grant date fair value of the 2023 PSUs that were earned and were granted as restricted stock awards was $15,214 and the total grant date fair value of the remaining restricted stock awards granted during the six months ended June 30, 2026 was $6,169. The total fair value of restricted stock awards that vested during the six months ended June 30, 2026 was $6,437.
Performance Stock Unit Awards
Compensation cost for the PSUs granted in February 2023, February 2024, February 2025 and February 2026 is recognized on a straight-line basis over the service period since it is longer than the performance period. The resulting expense is recorded regardless of whether any PSU awards are earned as long as the required service period is met. Share-based compensation expense related to the PSUs granted under the 2021 Equity Incentive Plan was $769 and $1,433 for the three and six months ended June 30, 2026, respectively. Share-based compensation expense related to the PSUs granted under the 2021 Equity Incentive Plan was $1,981 and $3,815 for the three and six months ended June 30, 2025, respectively.
A summary of the status of the Company’s outstanding PSU awards as of June 30, 2026, and changes during the six months ended June 30, 2026, are presented below:
PSUs
Unearned at January 1, 2026
535,849
31.78
2026 PSUs granted
111,528
29.22
Incremental PSUs granted (1)
13,037
43.69
Earned (2)
(196,128
36.21
Unearned at June 30, 2026
464,286
29.63
The total grant-date fair value of PSU awards granted during the six months ended June 30, 2026 was $3,259.
The following table summarizes the assumptions used in the Monte Carlo simulation pricing model related to the PSUs granted in 2026:
2026 PSUs
Grant date
February 11, 2026
Fair value per share on valuation date (1)
Risk-free interest rate (2)
3.50
Expected share price volatility (3)
25.00
As of June 30, 2026, there was $16,879 of total unrecognized compensation cost related to unvested restricted stock awards and PSUs, which is expected to be recognized over a weighted-average period of 2.3 years.
21
Note 14 – Noncash Investing and Financing Activities
The Company’s noncash investing and financing activities were as follows:
Additions to real estate assets accrued but not yet paid
11,953
11,792
Deconsolidation upon loss of control (1):
Decrease in real estate assets
(15,638
Decrease in mortgage and other indebtedness
60,357
Decrease in operating assets and liabilities
3,070
Decrease in intangible lease and other assets
(948
Decrease in noncontrolling interest and joint venture interest
(5,582
Note 15 – Subsequent Events
In July 2026, the Company redeemed $28,766 in U.S. Treasury securities and purchased $95,249 in new U.S. Treasury securities.
In August 2026, the loan secured by The Outlet Shoppes at Laredo was extended through November 2026. In conjunction with the extension, the Company's joint venture partner funded an $850 paydown of the loan.
In August 2026, the Company announced a cash dividend of $0.625 per common share for the third quarter ending September 30, 2026.
ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and accompanying notes that are included in this Form 10-Q. Capitalized terms used, but not defined, in this Management’s Discussion and Analysis of Financial Condition and Results of Operations have the same meanings as defined in the notes to the condensed consolidated financial statements. Unless stated otherwise or the context otherwise requires, references to the “Company,” “we,” “us” and “our” mean CBL & Associates Properties, Inc. and its subsidiaries.
Certain statements made in this section or elsewhere in this report may be deemed “forward-looking statements” within the meaning of the federal securities laws. All statements other than statements of historical fact should be considered to be forward-looking statements. In many cases, these forward-looking statements may be identified by the use of words such as “will,” “may,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “projects,” “goals,” “objectives,” “targets,” “predicts,” “plans,” “seeks,” and variations of these words and similar expressions. Any forward-looking statement speaks only as of the date on which it is made and is qualified in its entirety by reference to the factors discussed throughout this report.
Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of future performance or results and we can give no assurance that these expectations will be attained. It is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of known and unknown risks and uncertainties. In addition to the risk factors described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, such known risks and uncertainties include, without limitation:
This list of risks and uncertainties is only a summary and is not intended to be exhaustive. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.
Executive Overview
We are a self-managed, self-administered, fully integrated REIT that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, outlet centers, lifestyle centers, open-air centers and other properties. See Note 1 to the condensed consolidated financial statements for information on our property interests as of June 30, 2026. We have elected to be taxed as a REIT for federal income tax purposes.
The following summarizes our net income and net income attributable to common shareholders (in thousands):
Significant items that affected comparability between the three-month periods include:
Significant items that affected comparability between the six-month periods include:
Our focus is on continuing to execute our strategy to improve occupancy, drive rent growth and transform the offerings available at our properties to include a targeted mix of retail, service, dining, entertainment and other non-retail uses, primarily through the re-tenanting of former anchor locations as well as diversification of in-line tenancy. This operational strategy is also supported by our balance sheet strategy of reducing overall debt, extending our debt maturity schedule and lowering our overall cost of borrowings to limit maturity risk, as well as improving net cash flow and enhancing enterprise value. During the first half of 2026, we reduced our debt balance and extended our debt maturity schedule through refinancings, such as the refinancing of the $634.0 million secured term loan with two new loans, which extended the maturity date five years. Additionally, we acquired Gateway Mall in Lincoln, NE for approximately $43.8 million and sold Hammock Landing for $78.5 million consistent with our strategic focus on growing our mall portfolio and increasing cash flow through capital recycling.
Same-center NOI and FFO are non-GAAP measures. For a description of same-center NOI, a reconciliation from net income (loss) to same-center NOI, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Same-center Net Operating Income in Results of Operations. For a description of FFO, a reconciliation from net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership
common unitholders, and an explanation of why we believe this is a useful performance measure, see Non-GAAP Measure - Funds from Operations.
Results of Operations
Properties that were in operation for the entire year during 2025 and the six months ended June 30, 2026 are referred to as the "Comparable Properties." Since January 2025, we have acquired, deconsolidated and disposed of the following properties:
Acquisitions
Property
Location
Date of Acquisition
Ashland Town Center
Ashland, KY
July 2025
Mesa Mall
Grand Junction, CO
Paddock Mall
Ocala, FL
Southgate Mall
Missoula, MT
Gateway Mall
Lincoln, NE
March 2026
Deconsolidations
Date of Deconsolidation
Southpark Mall
Colonial Heights, VA
Jefferson Mall
Louisville, KY
February 2026
The Outlet Shoppes at Gettysburg
Gettysburg, PA
May 2026
Date of Disposition
Monroeville Mall
Monroeville, PA
January 2025
Annex at Monroeville
Imperial Valley Mall
El Centro, CA
February 2025
840 Greenbrier Circle
Chesapeake, VA
June 2025
The Promenade
D'Iberville, MS
Fremaux Town Center (1)
Slidell, LA
October 2025
Hammock Landing (1)
West Melbourne, FL
We consider properties undergoing major redevelopment, properties being considered for repositioning, properties where we intend to renegotiate the terms of the debt secured by the related property or return the property to the lender as non-core. As of June 30, 2026, Arbor Place, Brookfield Square, Eastland Mall, Harford Mall, Jefferson Mall, Laurel Park Place, Old Hickory Mall, Parkdale Mall, Parkdale Crossing, Southpark Mall, The Outlet Shoppes at Gettysburg and York Galleria were designated as non-core.
Comparison of the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025
Change
5,561
8,458
(144
(226
(2,559
32
(198
211
81
46
42
5,574
8,539
(98
(212
(2,531
(124
Rental revenues increased primarily due to the acquisition of four malls in July 2025 and one mall in March 2026, which resulted in an increase of $11.6 million during the current-year period. The increase was partially offset by $6.4 million of rental revenues associated with properties sold or deconsolidated since the prior-year period. Also, rental revenues at the comparable properties increased $0.9 million compared to the prior-year period.
Operating Expenses
(2,214
(1,926
291
(771
972
601
242
57
(469
(574
(63
136
Property operating expenses
(50,693
(48,982
(1,711
(2,459
713
669
3,419
2,084
71
289
262
406
Total operating expenses
3,601
(345
111
1,002
1,382
1,451
Property operating expenses increased primarily due to the acquisition of four malls in July 2025 and one mall in March 2026, which resulted in an increase of $2.6 million during the current-year period. Also, property operating expenses increased at the comparable properties compared to the prior-year period primarily due to higher property repair and maintenance expense and payroll related costs. The increase was partially offset by a reduction of $1.4 million of property operating expenses associated with properties sold or deconsolidated since the prior-year period.
Depreciation and amortization expense decreased primarily due to tenant improvement and intangible in-place lease assets recognized upon consolidation of three malls in December 2024, as well as the adoption of fresh start accounting on November 1, 2021, becoming fully depreciated or amortized since the prior-year period. Also, dispositions accounted for a $1.2 million decrease in the current-year period as compared to the prior-year period. The decrease was partially offset by the addition of tangible assets and intangible lease assets recognized upon the acquisition of four malls in July 2025 and one mall in March 2026, which resulted in an increase of $5.0 million during the current-year period.
During the three months ended June 30, 2025, we sold 840 Greenbrier Circle for less than its carrying value and recorded an impairment of $1.5 million.
Other Income and Expenses
Interest expense decreased $1.2 million during the three months ended June 30, 2026 as compared to the prior-year period. The decrease was primarily due to property-level debt discounts becoming fully accreted upon maturity of the related loans, as well as a deconsolidation, since the prior-year period. The decrease was partially offset due to additional interest on the 2032 non-recourse bank loan, as it was modified to increase the loan balance to finance the acquisition of four malls in July 2025, as well as an increase in default interest expense.
For the three months ended June 30, 2026, we recorded a $5.9 million gain on deconsolidation related to The Outlet Shoppes at Gettysburg. The property was deconsolidated due to a loss of control when it was placed into receivership in connection with the foreclosure process.
During the three months ended June 30, 2026, we recognized $13.6 million of gain on sales of real estate assets related to the sale of seven outparcels. During the three months ended June 30, 2025, we recognized $1.3 million of gain on sales of real estate assets primarily related to the sale of an outparcel.
26
Equity in earnings increased $15.9 million during the three months ended June 30, 2026 as compared to the prior-year period. The increase was primarily due to the sale of Hammock Landing during the current-year period.
Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025
9,574
14,911
(440
(120
(4,501
(276
94
106
(177
105
101
64
9,774
14,734
(335
(107
(4,400
(118
Rental revenues increased primarily due to the acquisition of four malls in July 2025 and one mall in March 2026, which resulted in an increase of $21.6 million during the current-year period. The increase was partially offset by $13.3 million of rental revenues associated with properties sold or deconsolidated since the prior-year period. Also, rental revenues at the comparable properties increased $3.0 million compared to the prior-year period.
(4,569
(4,186
330
(1,071
2,637
1,338
138
760
465
(64
280
(32
301
(105,325
(104,057
(1,268
(2,568
192
1,058
1,096
(1,046
10,862
7,978
165
303
1,829
587
2,526
60
13,637
5,470
357
1,361
2,925
3,524
Property operating expenses increased primarily due to the acquisition of four malls in July 2025 and one mall in March 2026, which resulted in an increase of $4.9 million during the current-year period. Also, property operating expenses increased at the comparable properties compared to the prior-year period primarily due to higher property repair and maintenance expense, payroll and insurance related costs. The increase was partially offset by a reduction of $3.2 million of property operating expenses associated with properties sold or deconsolidated since the prior-year period.
Depreciation and amortization expense decreased primarily due to tenant improvement and intangible in-place lease assets recognized upon consolidation of three malls in December 2024, as well as the adoption of fresh start accounting on November 1, 2021, becoming fully depreciated or amortized since the prior-year period. Also, dispositions accounted for a $3.0 million decrease in the current-year period as compared to the prior-year period. The decrease was partially offset by the addition of tangible assets and intangible lease assets recognized upon the acquisition of four malls in July 2025 and one mall in March 2026, which resulted in an increase of $9.3 million during the current-year period.
Real estate taxes decreased primarily due to refunds received in the current period.
General and administrative expense decreased $2.5 million primarily due to lower stock-based compensation expense in the current-year period as compared to the prior-year period.
During the six months ended June 30, 2025, we sold 840 Greenbrier Circle for less than its carrying value and recorded an impairment of $1.5 million.
Interest expense decreased $5.6 million during the six months ended June 30, 2026 as compared to the prior-year period. The decrease was primarily due to property-level debt discounts becoming fully accreted upon maturity of the related loans, as well as a deconsolidation, since the prior-year period. The decrease was partially offset due to additional interest on the 2032 non-recourse bank loan, as it was modified to increase the loan balance to finance the acquisition of four malls in July 2025, as well as an increase in default interest expense.
For the six months ended June 30, 2026, we recorded a $41.3 million gain on deconsolidation related to Jefferson Mall and The Outlet Shoppes at Gettysburg. The properties were deconsolidated due to a loss of control when they were placed into receivership in connection with the foreclosure process.
During the six months ended June 30, 2026, we recognized $15.0 million of gain on sales of real estate assets related to the sale of eight outparcels. During the six months ended June 30, 2025, we recognized a $22.9 million gain on sales of real estate assets related to the sales of Imperial Valley Mall, Monroeville Mall, Annex at Monroeville, three outparcels associated with the Monroeville Mall properties, a land parcel associated with Imperial Valley Mall and an outparcel.
Equity in earnings increased $19.2 million during the six months ended June 30, 2026 as compared to the prior-year period. The increase was primarily due to the sale of Hammock Landing.
Non-GAAP Measure
Same-center Net Operating Income
NOI is a supplemental non-GAAP measure of the operating performance of our shopping centers and other properties. We define NOI as property operating revenues (rental revenues and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).
We compute NOI based on the Operating Partnership's pro rata share of both consolidated and unconsolidated properties. We believe that presenting NOI and same-center NOI (described below) based on our Operating Partnership’s pro rata share of both consolidated and unconsolidated properties is useful since we conduct substantially all our business through our Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in the Operating Partnership. Our definition of NOI may be different than that used by other companies, and accordingly, our calculation of NOI may not be comparable to that of other companies.
Since NOI includes only those revenues and expenses related to the operations of our shopping center properties, we believe that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates, sales at our properties and operating costs and the impact of those trends on our results of operations. Our calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-offs of landlord inducement assets in order to enhance the comparability of results from one period to another.
We include a property in our same-center pool when we have owned all or a portion of the property since January 1 of the preceding calendar year and it has been in operation for both the entire preceding calendar year and current year-to-date period. New properties are excluded from same-center NOI until they meet these criteria. Properties excluded from the same-center pool that would otherwise meet these criteria are categorized as excluded properties. We exclude properties which are under major redevelopment or are being considered for repositioning, and where we are working or intend to work with the lender on a restructure of the terms of the loan secured by the property or convey the secured property to the lender (“Excluded Properties”). As of June 30, 2026, Arbor Place, Brookfield Square, Eastland Mall, Harford Mall, Jefferson Mall, Laurel Park Place, Old Hickory Mall, Parkdale Mall, Parkdale Crossing, Southpark Mall, The Outlet Shoppes at Gettysburg and York Galleria were classified as Excluded Properties.
Due to the exclusions noted above, same-center NOI should only be used as a supplemental measure of our performance and not as an alternative to GAAP operating income (loss) or net income (loss).
A reconciliation of our same-center NOI to net income for the three and six months ended June 30, 2026 and 2025 is as follows (in thousands):
Adjustments: (1)
Depreciation and amortization, including our share of unconsolidated affiliates and net of noncontrolling interests' share
39,072
42,579
79,961
91,126
Interest expense, including our share of unconsolidated affiliates and net of noncontrolling interests' share
48,235
50,262
93,632
100,763
Abandoned projects expense
(13,633
(1,339
Gain on sales of real estate assets of unconsolidated affiliates
(12,224
(832
(12,130
(1,867
Adjustment for unconsolidated affiliates with negative investment
(1,781
2,102
(4,665
3,636
(5,925
Income tax provision (benefit)
642
369
(588
Lease termination fees
(93
(438
(474
(1,401
Straight-line rent and above- and below-market lease amortization (2)
2,335
1,866
4,635
6,105
Net loss attributable to noncontrolling interests in other consolidated subsidiaries
General and administrative expenses
14,782
15,188
33,369
35,895
Management fees and non-property level revenues (2)
(3,467
(3,945
(7,513
(8,137
Operating Partnership's share of property NOI (2)
114,395
110,057
222,880
216,404
Non-comparable NOI (2)
(16,742
(13,840
(31,105
(28,758
Total same-center NOI (3)
97,653
96,217
191,775
187,646
Same-center NOI increased 1.5% for the three months ended June 30, 2026 as compared to the prior-year period. The $1.4 million increase for the three months ended June 30, 2026 compared to the same period in 2025 primarily consisted of a $1.6 million increase in revenues, partially offset by a $0.2 million increase in operating expenses. Rental revenues were $1.6 million higher primarily due to higher minimum rents and percentage rents in the current-year period. The increase in rental revenues was partially offset by an unfavorable variance in the estimate for uncollectable revenues during the current-year period as compared to the prior-year period. Operating expenses increased in the current-year period primarily due to higher property repair and maintenance expense and payroll related costs, which was partially offset by lower real estate taxes.
Same-center NOI increased 2.2% for the six months ended June 30, 2026 as compared to the prior-year period. The $4.1 million increase for the six months ended June 30, 2026 compared to the same period in 2025 primarily consisted of a $3.7 million increase in revenues and a $0.4 million decrease in operating expenses. Rental revenues were $3.4 million higher primarily due to higher minimum rents and percentage rents in the current-year period. The increase in rental revenues was partially offset by an unfavorable variance in the estimate for uncollectable revenues during the current-year period as compared to the prior-year period. Operating expenses decreased in the current-year period primarily due to lower real estate taxes, which was partially offset by higher property operating expenses primarily due to property repair and maintenance expense, payroll and insurance related costs.
Operational Review
The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rents in the fourth quarter. Additionally, malls, lifestyle centers and outlet centers earn a large portion of their rents from short-term tenants during the holiday period. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of the fiscal year.
29
We derive the majority of our revenues from the malls. The sources of our revenues by property type were as follows:
73.7
71.0
5.1
5.3
7.6
8.4
11.1
All Other Properties
5.2
5.0
Inline and Adjacent Freestanding Tenant Store Sales
Inline and adjacent freestanding tenant store sales include reporting mall, lifestyle center and outlet center tenants of 10,000 square feet or less and exclude license agreements, which are retail leases that are temporary or short-term in nature and generally last more than three months but less than twelve months. The following is a comparison of our same-center tenant sales per square foot for mall, lifestyle center and outlet center tenants of 10,000 square feet or less (Excluded Properties are not included in sales metrics):
Sales Per Square Foot for the Trailing Twelve Months Ended June 30,
% Change
Malls, lifestyle centers and outlet centers same-center sales per square foot
455
438
3.9%
Occupancy
Our portfolio occupancy is summarized in the following table (Excluded Properties are not included in occupancy metrics):
As of June 30,
Total portfolio
90.4%
88.8%
Malls, lifestyle centers and outlet centers:
Total malls
88.3%
86.2%
Total lifestyle centers
92.7%
90.8%
Total outlet centers
91.5%
91.2%
Total same-center malls, lifestyle centers and outlet centers
88.9%
Open-air centers
95.0%
93.6%
94.5%
91.0%
Leasing
The following is a summary of the total square feet of leases signed in the three and six months ended June 30, 2026 and 2025:
Operating portfolio:
New leases
257,968
211,811
409,234
323,605
Renewal leases
998,631
999,388
1,429,876
1,464,519
Development portfolio:
6,058
Total leased
1,256,599
1,217,257
1,839,110
1,794,182
Average annual base rents per square foot are based on contractual rents in effect as of June 30, 2026 and 2025, including the impact of any rent concessions. Average annual base rents per square foot for comparable small shop space of less than 10,000 square feet were as follows for each property type:
Total portfolio (1)
27.82
26.70
32.24
32.15
31.96
31.75
32.88
32.68
32.78
30.35
16.33
16.16
21.62
21.75
Results from new and renewal leasing of comparable small shop space of less than 10,000 square feet during the three and six months ended June 30, 2026 for spaces that were previously occupied, based on the contractual terms of the related leases inclusive of the impact of any rent concessions, are set forth below. Rent concessions typically consist of periods of free rent. The impact of such concessions was not material for the period presented below.
Property Type
SquareFeet
Prior GrossRent PSF
New InitialGross RentPSF
% ChangeInitial
New AverageGross RentPSF
% ChangeAverage
Three Months Ended June 30, 2026:
All Property Types (1)
585,056
39.67
41.33
4.2
43.17
8.8
Malls, Lifestyle Centers & Outlet Centers (2)
531,821
40.17
41.54
3.4
43.45
8.2
New leases (2)
88,376
37.79
46.73
23.7
51.27
35.7
Renewal leases (2)
443,445
40.64
40.50
(0.3
)%
41.89
3.1
Open-air Centers
40,406
35.11
40.54
15.5
41.57
18.4
Six Months Ended June 30, 2026:
956,736
41.12
42.64
3.7
44.22
7.5
895,666
41.50
42.83
3.2
44.43
7.1
131,179
36.46
47.65
30.7
51.65
41.7
764,487
42.37
42.01
(0.8
43.20
2.0
48,241
36.02
41.17
14.3
42.35
17.6
New and renewal leasing activity of comparable small shop space of less than 10,000 square feet based on the lease commencement date is as follows:
NumberofLeases
Term(inyears)
InitialRentPSF
AverageRentPSF
ExpiringRentPSF
Initial RentSpread
Average RentSpread
Commencement 2026:
New
79
213,605
7.33
47.40
51.70
35.23
12.17
34.5
16.47
46.7
Renewal
514
1,509,581
3.05
43.60
44.62
43.37
0.23
0.5
1.25
2.9
Commencement 2026 Total
593
1,723,186
3.62
44.07
45.50
42.36
1.71
4.0
3.14
7.4
Commencement 2027:
30,662
9.41
59.73
65.24
51.10
8.63
16.9
14.14
27.7
74
211,061
3.28
43.98
45.32
41.90
2.08
3.42
Commencement 2027 Total
85
241,723
4.07
45.98
47.84
43.06
2.92
6.8
4.78
Total 2026/2027
678
1,964,909
3.67
44.30
45.79
42.45
1.85
4.4
3.34
7.9
Liquidity and Capital Resources
As of June 30, 2026, we had $302.4 million available in unrestricted cash and U.S. Treasury securities, as well as unrestricted cash of $20.3 million, at our share, associated with unconsolidated joint ventures. Our total pro rata share of debt, excluding unamortized deferred financing costs and debt discounts, at June 30, 2026 was $2,533.5 million. We had $94.4 million in restricted cash at June 30, 2026 related to cash held in escrow accounts for insurance, real estate taxes, capital expenditures and tenant allowances as required by the terms of certain mortgage notes payable, as well as amounts related to cash management agreements with lenders of certain property-level mortgage indebtedness, which are
designated for debt service and operating expense obligations. We also had restricted cash of $6.9 million related to the properties that secure the 2032 non-recourse bank loan of which we may receive a portion via distributions quarterly in accordance with the provisions of the 2032 non-recourse bank loan.
During the six months ended June 30, 2026, we continued to reinvest the cash from maturing U.S. Treasury securities into new U.S. Treasury securities. We designated our U.S. Treasury securities as available-for-sale. As of June 30, 2026, our U.S. Treasury securities have maturities through May 2027. Subsequent to June 30, 2026, we redeemed and purchased additional U.S. Treasury securities. See Note 15 for more information.
During the six months ended June 30, 2026, we sold Hammock Landing and eight outparcels, which generated gross proceeds of $61.4 million at our share.
In January 2026, the $48.6 million loan secured by Jefferson Mall entered default. In February 2026, the property was placed into receivership and we deconsolidated the property in conjunction with the property entering receivership. In May 2026, the $9.7 million loan, at our share, secured by The Outlet Shoppes at Gettysburg was placed into receivership and we deconsolidated the property due to a loss of control. For the six months ended June 30, 2026, we recognized gain on deconsolidation of $41.3 million. We anticipate returning the properties to the lender. See Note 8.
In March 2026, we entered into a $425.0 million non-recourse loan (the "secured mall loan due 2031") that has a five-year term, maturing in April 2031, and a fixed interest rate of 7.40%. We used proceeds from redeemed U.S. Treasury securities and proceeds from the secured mall loan due 2031 to retire our existing $634.0 million secured term loan. The secured mall loan is secured by a pool of primarily mall properties that previously served as collateral for the secured term loan, which includes CherryVale Mall, Frontier Mall, Hanes Mall, Kirkwood Mall, Mall del Norte, Post Oak Mall, Richland Mall, Sunrise Mall, Turtle Creek Mall, Valley View Mall, West Towne Mall, Westmoreland Mall and Westmoreland Crossing.
In March 2026, we entered into a $176.1 million variable‑rate, non‑recourse loan (the "secured lifestyle centers loan due 2032") that has a five‑year term, includes two one‑year extension options, and is interest‑only with a variable interest rate of SOFR plus 410 basis points. The secured lifestyle centers loan due 2032 is secured by Mayfaire Town Center, Pearland Town Center, Southaven Town Center and East Towne Mall, all of which served as collateral under the prior secured term loan. Also, the secured lifestyle centers loan due 2032 is subject to customary cross-default provisions with our $443.0 million 2032 non-recourse bank loan.
In March 2026, we acquired Gateway Mall in Lincoln, NE for a purchase price of approximately $43.8 million including acquisition costs. The acquisition of Gateway Mall was financed through a $21.0 million non‑recourse, five‑year loan, which carries a fixed interest rate of 6.46%.
In March 2026, the loan secured by Parkdale Mall and Parkdale Crossing entered maturity default. We are in discussions with the lender and intend to cooperate with the foreclosure or conveyance of the properties in satisfaction of the debt.
In April 2026, we closed on a $43.0 million non-recourse, five-year loan secured by Northwoods Mall, which bears a fixed interest rate of 9.12%. Proceeds from the new loan were used to retire the previous loan. Under the previous loan, cash flows were being swept by the lender.
In April 2026, we closed on a $6.6 million non-recourse, five-year loan secured by Coastal Grand Mall - Dick's Sporting Goods, which bears a fixed interest rate of 6.17%. Proceeds from the new loan were used to retire the previous loan.
In May 2026, the loan secured by Arbor Place entered maturity default. We intend to cooperate with the foreclosure or conveyance of the property in satisfaction of the debt.
In May 2026, we closed on a $97.5 million non-recourse, five-year loan secured by Fayette Mall, which bears a fixed interest rate of 7.25%. Proceeds from the new loan were used to retire the previous loan.
In May 2026, we entered into a $71.9 million non-recourse, five-year loan secured by Hamilton Place, which bears a fixed interest rate of 6.85%. Proceeds from the new loan were used to retire the previous loan.
In June 2026, we were notified by the lender that the loan secured by The Outlet Shoppes at Laredo was in default. Subsequent to June 30, 2026, the loan was extended through November 2026. See Note 15.
We paid regular quarterly dividends of $0.45 per share for the first quarter of 2026 and $0.625 per share for the second quarter of 2026. Additionally, our board of directors declared a special dividend of $0.175 per share of common
stock, which was paid in cash in the second quarter of 2026. The special dividend was made as a result of improved cash flows following the refinancing of the prior secured term loan with the secured mall loan due 2031 and the secured lifestyle centers loan due 2032.
As of June 30, 2026, our total share of consolidated, unconsolidated and other outstanding debt, excluding debt discounts and deferred financing costs, that has matured and remains outstanding in 2026 or is maturing during 2026, assuming all extension options are elected, is $441.9 million. Of the $441.9 million, $106.6 million relates to three property loans that are in receivership.
Cash Flows - Operating, Investing and Financing Activities
There was $202.6 million of cash, cash equivalents and restricted cash as of June 30, 2026, a decrease of $1.9 million from June 30, 2025. Of this amount, $101.3 million was unrestricted cash and cash equivalents as of June 30, 2026. Also, at June 30, 2026, we had $201.1 million in U.S. Treasuries with maturities through May 2027.
Our net cash flows are summarized as follows (in thousands):
33,241
(46,479
12,214
Net cash flows
(1,024
Cash Provided By Operating Activities
Cash provided by operating activities increased primarily due to several factors. The acquisition of four malls in July 2025 and one mall in March 2026 increased rental revenues in the current-year period, as well as an increase at the comparable properties. Also, real estate tax refunds received in the current-year period contributed to the increase. The increase was partially offset by property operating expenses due to higher property repair and maintenance expense, payroll and insurance related costs, as well as higher interest expense on the 2032 non-recourse bank loan, as it was modified to increase the loan balance to finance the acquisition of four malls in July 2025.
Cash Provided By Investing Activities
Cash provided by investing activities decreased primarily due to the acquisition of a mall during March 2026 using a portion of funds from the redemption of U.S. Treasury securities, as well as significantly less proceeds from sales of real estate assets as compared to the prior-year period. The decrease was partially offset by a higher amount of net redemptions of U.S. Treasury securities and distributions from unconsolidated affiliates during the current-year period.
Cash Used In Financing Activities
Cash used in financing activities decreased primarily due to a lower amount of principal payments on loans, net of proceeds received on new loans, as well as significantly less dividends paid during the current-year period as compared to the prior-year period. The decrease was partially offset by an increase in debt issuance costs during the current-year period.
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Debt
The following tables summarize debt based on our pro rata ownership share, including our pro rata share of unconsolidated affiliates and excluding noncontrolling interests’ share of consolidated properties. Prior to consideration of unamortized deferred financing costs or debt discounts, of our $2,533.5 million outstanding debt at June 30, 2026, $2,532.5 million constituted non-recourse debt obligations and $1.0 million constituted recourse debt obligations. We believe the tables below provide investors and lenders a clearer understanding of our total debt obligations and liquidity (in thousands):
June 30, 2026:
Consolidated
Other Debt (1)
UnconsolidatedAffiliates
Weighted-AverageInterestRate (2)
(12,653
106,636
315,643
1,460,459
5.59%
2032 non-recourse bank loan
7.70%
(3)
7.40%
Recourse loan on an operating property
7.26%
316,655
2,253,280
6.27%
(10,738
9,190
29,132
6.94%
7.72%
280,212
7.64%
(23,391
325,845
2,533,492
6.43%
177
(2,389
(31,920
Debt discounts (4)
(23,214
323,456
2,440,889
December 31, 2025:
(23,881
48,271
342,081
1,500,433
4.97%
2,797
344,878
1,871,186
5.51%
(10,983
9,261
29,658
7.46%
7.97%
6.74%
751,380
6.89%
(34,864
354,139
2,622,566
5.91%
83
(3,006
(12,199
251
(74,708
(34,530
351,133
2,535,659
The weighted-average remaining term of our total share of consolidated and unconsolidated debt, excluding debt discounts and deferred financing costs, was 3.6 years and 2.6 years at June 30, 2026 and December 31, 2025, respectively. The weighted-average remaining term of our pro rata share of fixed-rate debt, excluding debt discounts and deferred financing costs, was 3.5 years and 3.2 years at June 30, 2026 and December 31, 2025, respectively.
As of June 30, 2026 and December 31, 2025, our total share of consolidated and unconsolidated variable-rate debt, excluding debt discounts and deferred financing costs, represented 11.1% and 28.7%, respectively, of our total pro rata share of debt, excluding debt discounts and deferred financing costs.
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See Note 8 to the condensed consolidated financial statements for information concerning activity related to unconsolidated affiliates.
We paid regular quarterly dividends of $0.45 per share for the first quarter of 2026 and $0.625 per share for the second quarter of 2026. Additionally, our board of directors declared a special dividend of $0.175 per share of common stock, which was paid in cash in the second quarter of 2026. The special dividend was made as a result of improved cash flows following the refinancing of the prior secured term loan with the secured mall loan due 2031 and the secured lifestyle centers loan due 2032. The decision to declare and pay dividends on any outstanding shares of our common stock, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our board of directors and will depend on our earnings, taxable income, FFO, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our then-current indebtedness, the annual distribution requirements under the REIT provisions of the Internal Revenue Code, Delaware law and such other factors as our board of directors deems relevant. Any dividends payable will be determined by our board of directors based upon the circumstances at the time of declaration. Our actual results of operations will be affected by a number of factors, including the revenues received from our properties, our operating expenses, interest expense, capital expenditures and the ability of the anchors and tenants at our properties to meet their obligations for payment of rents and tenant reimbursements.
Subsequent to June 30, 2026, our board of directors declared a regular cash dividend of $0.625 per share for the quarter ending September 30, 2026. See Note 15.
Capital Expenditures
The following table, which excludes expenditures for developments, redevelopments and expansions, summarizes our capital expenditures, including our share of unconsolidated affiliates' capital expenditures, for the three and six months ended June 30, 2026 compared to the same period in 2025 (in thousands):
Tenant allowances (1)
4,457
3,327
9,035
9,870
Renovations
Maintenance capital expenditures:
Parking area and parking area lighting
3,018
2,059
3,370
3,056
Roof replacements
1,010
1,604
1,086
2,880
Other capital expenditures
8,602
5,060
14,067
8,975
Total maintenance capital expenditures
12,630
8,723
18,523
Capitalized overhead
220
214
591
594
Capitalized interest
137
233
250
Total capital expenditures
17,447
12,401
28,411
25,625
Annual capital expenditures budgets are prepared for each of our properties that are intended to provide for all necessary recurring and non-recurring capital expenditures. We believe that property operating cash flows, which include reimbursements from tenants for certain expenses, and readily available cash on hand will provide the necessary funding for these expenditures.
Off-Balance Sheet Arrangements
We have ownership interests in 24 unconsolidated affiliates as of June 30, 2026 that are described in Note 8 to the condensed consolidated financial statements. The unconsolidated affiliates are accounted for using the equity method of accounting and are reflected in the condensed consolidated balance sheets as investments in unconsolidated affiliates.
The following are circumstances when we may consider entering into a joint venture with a third party:
35
Critical Accounting Policies
Our discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the financial statements and disclosures. Some of these estimates and assumptions require application of difficult, subjective, and/or complex judgment about the effect of matters that are inherently uncertain and that may change in subsequent periods. We evaluate our estimates and assumptions on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Our Annual Report on Form 10-K for the year ended December 31, 2025 contains a discussion of our critical accounting policies and estimates in the Management's Discussion and Analysis of Financial Condition and Results of Operations section. There have been no material changes to these policies and estimates during the six months ended June 30, 2026. Our significant accounting policies are disclosed in Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Funds from Operations
FFO is a widely used non-GAAP measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT. Our method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
We believe that FFO provides an additional indicator of the operating performance of our properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of real estate assets have historically risen or fallen with market conditions, we believe that FFO enhances investors’ understanding of our operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of our properties and interest rates, but also by our capital structure.
We believe FFO allocable to Operating Partnership common unitholders is a useful performance measure since we conduct substantially all our business through our Operating Partnership and, therefore, it reflects the performance of our properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in our Operating Partnership.
In our reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders that is presented below, we make an adjustment to add back noncontrolling interest in income (loss) of our Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders.
FFO does not represent cash flows from operations as defined by GAAP, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating our operating performance or to cash flow as a measure of liquidity.
We believe that it is important to identify the impact of certain significant items on our FFO measures for a reader to have a complete understanding of our results of operations. Therefore, we have also presented adjusted FFO measures
36
excluding these significant items from the applicable periods. Please refer to the reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders below for a description of these adjustments.
The reconciliation of net income attributable to common shareholders to FFO allocable to Operating Partnership common unitholders for the three and six months ended June 30, 2026 and 2025 is as follows (in thousands):
Noncontrolling interest in income of Operating Partnership
(347
(524
(1,239
(493
Depreciation and amortization expense of:
Consolidated properties
36,283
39,702
Unconsolidated affiliates
3,111
3,256
6,255
6,688
Non-real estate assets
(227
(247
(494
Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries
(322
(379
(675
(805
Loss on impairment, including our share of unconsolidated affiliates, net of taxes
1,078
Gain on depreciable property, net of taxes
(24,013
(21,706
FFO allocable to Operating Partnership common unitholders
59,851
45,455
145,046
80,298
Debt discount accretion, including our share of unconsolidated affiliates and net of noncontrolling interests' share (1)
5,143
9,197
10,822
18,404
Adjustment for unconsolidated affiliates with negative investment (2)
Non-cash default interest expense (3)
517
1,589
880
Gain on deconsolidation (4)
Loss on extinguishment of debt (5)
FFO allocable to Operating Partnership common unitholders, as adjusted
58,330
57,271
111,533
103,435
The increase in FFO, as adjusted, for the three and six months ended June 30, 2026 was primarily driven by the acquisition of four malls in July 2025 and one mall in March 2026. Also, real estate tax refunds received and lower stock-based compensation expense in the current-year periods as compared to the prior-year periods contributed to the increase. The increase was partially offset by higher property operating expenses primarily due to property repair and maintenance expense, payroll and insurance related costs, as well as an unfavorable variance in the estimate for uncollectable revenues during the current-year periods as compared to the prior-year periods. Additionally, the increase was partially offset by higher interest expense on the 2032 non-recourse bank loan, as it was modified to increase the loan balance to finance the acquisition of four malls in July 2025. Lastly, the increase was partially offset by dispositions since the prior-year periods.
37
ITEM 3: Quantitative and Qualitative Disclosures About Market Risk
We are exposed to various market risk exposures, including interest rate risk. The following discussion regarding our risk management activities includes forward-looking statements that involve risk and uncertainties. Estimates of future performance and economic conditions are reflected assuming certain changes in interest rates. Caution should be used in evaluating our overall market risk from the information presented below, as actual results may differ.
Interest Rate Risk
As discussed in greater detail in Note 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2025, the Company uses interest rate swaps to manage its interest rate risk. Based on our proportionate share of consolidated and unconsolidated variable-rate debt at June 30, 2026, a 0.5% increase or decrease in interest rates on variable-rate debt would increase or decrease annual interest expense by approximately $1.4 million.
Based on our proportionate share of total consolidated, unconsolidated and other debt at June 30, 2026, a 0.5% increase in interest rates would decrease the fair value of debt by approximately $30.8 million, while a 0.5% decrease in interest rates would increase the fair value of debt by approximately $31.5 million.
ITEM 4: Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this quarterly report, an evaluation was performed under the supervision of our Chief Executive Officer and Chief Financial Officer and with the participation of our management, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. The Company's disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and to ensure that information we are required to disclose is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1: Legal Proceedings
The information in this Item 1 is incorporated by reference herein from Note 12.
ITEM 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risks that could materially affect our business, financial condition or results of operations that are discussed under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to such risk factors since the filing of our Annual Report.
ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
ITEM 3: Defaults Upon Senior Securities
ITEM 4: Mine Safety Disclosures
ITEM 5: Other Information
During the quarterly period ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K under the Act).
ITEM 6: Exhibits
INDEX TO EXHIBITS
Exhibit
Number
Description
31.1
Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
31.2
Certification pursuant to Securities Exchange Act Rule 13a-14(a) by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
32.1
Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
32.2
Certification pursuant to Securities Exchange Act Rule 13a-14(b) by the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for CBL & Associates Properties, Inc.
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (Filed herewith.)
101.SCH
Inline XBRL Taxonomy Extension Schema Document. (Filed herewith.)
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.)
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.)
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.)
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.)
104
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). (Filed herewith.)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 7, 2026
/s/ Benjamin W. Jaenicke
Benjamin W. Jaenicke
Executive Vice President -
Chief Financial Officer and Treasurer
(Authorized Officer and Principal Financial Officer)