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CBL & ASSOCIATES PROPERTIES INC

For the period ended May 21, 2026. Filed Apr 22, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2026 · Filed Apr 22, 2026

CBL$47.32-1.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Under § 240.14a-12

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14(a)-6(i)(1) and 0-11

Dear Shareholder:

You are cordially invited to attend the annual meeting of shareholders which will be held on Thursday, May 21, 2026, at 2:00 p.m. (EDT). In order to provide an opportunity for greater stockholder participation and reduce the environmental impact of our Annual Meeting, our 2026 Annual Meeting will be virtual again this year. You will be able to attend the meeting, vote and submit your questions live via webcast by visiting www.virtualshareholdermeeting.com/CBL2026.

The Notice and Proxy Statement on the following pages contain details concerning the business to come before the meeting. Please sign and return your proxy card in the enclosed envelope, or vote your shares by telephone or via the Internet, to ensure that your shares will be represented and voted at the meeting even if you cannot attend via the live webcast. Even if you plan to attend the meeting via the live webcast, you are urged to sign and return the enclosed proxy card (or voting instruction form, as applicable), or to vote your shares by telephone or via the Internet in accordance with the instructions on the enclosed proxy card or voting instruction form.

Thank you for your support.

Sincerely,

Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 21, 2026

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of CBL & Associates Properties, Inc., a Delaware corporation (the “Company”), will be held on Thursday, May 21, 2026, at 2:00 p.m. (EDT) via live webcast by visiting www.virtualshareholdermeeting.com/CBL2026. You will need the 16-digit control number included on your proxy card or voting instruction form. The meeting will be held for the following purposes:

  1. To act on the re-election of the Board of Directors’ seven director nominees to serve for a term of one year and until their respective successors are elected and qualified (“Proposal 1”);

  2. To act upon a proposal to ratify the selection of Deloitte & Touche LLP (“Deloitte”) as the independent registered public accountants for the Company’s fiscal year ending December 31, 2026 (“Proposal 2”);

  3. To act upon a proposal for the advisory approval of the compensation of our Named Executive Officers as set forth herein (“Proposal 3”); and

  4. To consider and act upon any other matters which may properly come before the meeting or any adjournment thereof.

In order to provide an opportunity for greater stockholder participation and reduce the environmental impact of our Annual Meeting, our 2026 Annual Meeting will be virtual again this year. You are entitled to attend and participate in the Annual Meeting only if you were a shareholder of record as of the record date or hold a valid proxy for the meeting. Those shareholders will be able to attend the virtual Annual Meeting, vote their shares and submit questions during the meeting via live audio webcast by visiting: www.virtualshareholdermeeting.com/CBL2026. To participate, you will need the 16-digit control number included in your proxy materials or on your proxy card. Please note that there will be no in-person meeting for you to attend.

In accordance with the provisions of the Company’s Bylaws, the Board of Directors has fixed the close of business on Monday, April 7, 2026, as the record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting.

Your attention is directed to the accompanying Proxy Statement.

Your vote is very important. Whether or not you plan to attend the meeting via live webcast, we urge you to submit your Proxy. To submit your Proxy by mail, please sign, date and promptly return the enclosed Proxy (or voting instruction form) in order to ensure representation of your shares. An addressed envelope for which no postage is required if mailed in the United States is enclosed for that purpose. Alternatively, you may use the toll-free telephone number indicated on the enclosed Proxy (or voting instruction form) to vote by telephone or visit the website indicated thereon to vote via the Internet. This will not prevent you from voting your shares during the meeting if you desire to do so.

By Order of the Board of Directors

Chief Executive Officer

Chattanooga, Tennessee

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY1
ANNUAL MEETING AND PROXIES4
VOTING AT THE ANNUAL MEETING4
Record Date and Shares Entitled to Vote4
Quorum Requirements5
Votes Necessary to Approve the Proposals5
Special Note Regarding Shares Held in Broker Accounts5
Voting Procedures6
PROPOSAL 1 – ELECTION OF DIRECTORS7
Director Nominees7
Additional Executive Officers12
Operation of the Company’s Business; Certain Aspects of the Company’s Capital Structure14
CORPORATE GOVERNANCE MATTERS15
Director Independence16
Additional Policy Statements17
Executive Sessions for Independent Directors18
Board Leadership and Structure18
Board and Management Role in Risk Oversight19
Communicating With the Board of Directors20
Code of Business Conduct and Ethics20
Corporate Responsibility21
Board of Directors’ Meetings and Committees22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT25
Delinquent Section 16(a) Reports28
EXECUTIVE COMPENSATION29
Compensation Discussion and Analysis29
Summary Compensation Table49
2025 Grants of Plan-Based Awards51
Additional Information Concerning Executive Compensation52
2025 Outstanding Equity Awards at Fiscal Year-End57
2025 Option Exercises and Stock Vested58
Potential Payments Upon Termination or Change in Control60
Pay Ratio Disclosure67
Pay Versus Performance Disclosure68
DIRECTOR COMPENSATION73
Director Compensation Table73
Additional Information Concerning Director Compensation74
Equity Compensation Plan Information as of December 31, 202575
Compensation Committee Interlocks and Insider Participation76
REPORT OF THE COMPENSATION COMMITTEE76
REPORT OF THE AUDIT COMMITTEE77
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS78
PROPOSAL 2 – RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS83
Independent Registered Public Accountants’ Fees and Services83
PROPOSAL 3 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION85
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS AND RELATED MATTERS86
HOUSEHOLDING OF PROXY MATERIALS86
OTHER BUSINESS OF THE MEETING87
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.