CBL & ASSOCIATES PROPERTIES INC
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 7, 2026
Contents
Note
Note 8 – Unconsolidated Affiliates and Noncontrolling Interests
Unconsolidated Affiliates
At June 30, 2026, the Company had investm ents 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%.
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:
the pro forma for the development and construction of the project and any material deviations or modifications thereto;
the site plan and any material deviations or modifications thereto;
the conceptual design of the project and the initial plans and specifications for the project and any material deviations or modifications thereto;
any acquisition/construction loans or any permanent financings/refinancings;
the annual operating budgets and any material deviations or modifications thereto;
the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and
any material acquisitions or dispositions with respect to the project.
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.
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.
York Town Center Holding, LP
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:
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| ASSETS: | ||
| Investment in real estate assets | $1,190,238 | $1,255,163 |
| Accumulated depreciation | (558,942) | (574,364) |
| 631,296 | 680,799 | |
| Developments in progress | 3,643 | 1,315 |
| Net investment in real estate assets | 634,939 | 682,114 |
| Other assets | 124,244 | 135,138 |
| Total assets | $759,183 | $817,252 |
| LIABILITIES: | ||
| Mortgage and other indebtedness, net | $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 | $759,183 | $817,252 |
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Total revenues | $47,008 | $43,636 | $92,701 | $88,838 |
| Net income (1) | $32,261 | $9,556 | $40,021 | $52,546 |
(1)
The Company's pro rata share of net income was $22,311 and $6,437 for thethree months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, the Company's pro rata share of net income was $32,588 and $13,350, respectively.
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.
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 | 3,532 |
| Vision - CBL Mayfaire TC Hotel, LLC | 5,641 | 5,641 |
| $9,173 | $10,185 |
(1)
The Operating Partnership has guaranteed all of the debt.
(2)
During the three and six months ended June 30, 2026, the property was placed into receivership.
(3)
During the six months ended June 30, 2026, the property was placed into receivership.
(4)
During the year ended December 31, 2025, the property was placed into receivership.
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:
| June 30, 2026 · December 31, 2025 | |||||
|---|---|---|---|---|---|
| Amount · Weighted-AverageInterestRate (1) · Amount · Weighted-AverageInterestRate (1) | |||||
| Fixed-rate debt: | |||||
| 2032 non-recourse bank loan (2) | $367,956 | 7.70% | $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% | |
| 2032 non-recourse bank loan (2) | 75,000 | 7.72% | 75,000 | 7.97% | |
| Non-recourse secured lifestyle centers loan due 2032 | 176,080 | 7.72% | — | — | |
| 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 | $2,034,011 | $2,170,785 | |||
(1)
Weighted-average interest rate excludes amortization of deferred financing costs.
(2)
The interest rate is a fixed 7.70% for $367,956 of the outstanding loan balance through July 2030, with the remaining loan balance bearing a variable interest rate based on the 30-day SOFR plus 4.10%. The full principal balance will convert to a variable rate after July 2030. The Operating Partnership has an interest rate swap on a notional amount of $32,000 related to the variable portion of the loan to effectively fix the interest rate at 7.3975%.
(3)
In conjunction with the acquisition of the Company's partner's 50% joint venture interests in CoolSprings Galleria, Oak Park Mall and West County Center and the implementation of fresh start accounting upon emergence from bankruptcy, the Company estimated the fair value of its mortgage notes with the assistance of a third-party valuation advisor. This resulted in recognizing a debt discount, which is accreted over the term of the respective debt using the effective interest method. The remaining debt discounts at June 30, 2026 will be accreted over a weighted average period of 4.2 years.
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 afive-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 afive‑year term, includestwo 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 loanby $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.
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 theone-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:
| 2026 (1) | $180,344 |
| 2027 | 21,653 |
| 2028 | 145,913 |
| 2029 | 20,069 |
| 2030 | 929,295 |
| 2031 | 606,470 |
| Thereafter | 58,699 |
| Total | 1,962,443 |
| Principal balance of loans with maturity dates prior to June 30, 2026 (2) | 161,959 |
| Total mortgage and other indebtedness | $2,124,402 |
(1)
Reflects scheduled principal amortization for the period July 1, 2026 through December 31, 2026.
(2)
Represents the aggregate principal balance as of June 30, 2026 of the loans secured by Arbor Place, Parkdale Mall and Parkdale Crossing and The Outlet Shoppes at Laredo, which are in default. The loan secured by Parkdale Mall and Parkdale Crossing matured in March 2026 and had a balance of $48,285 asof June 30, 2026. The loan secured by Arbor Place matured in May 2026 and had a balance of $82,994 as of June 30, 2026. The loan secured by The Outlet Shoppes at Laredo matured in June 2026 and had a balance of $30,680 as of June 30, 2026. The Company anticipates returning Parkdale Mall and Parkdale Crossing and Arbor Place to the lenders in satisfaction of the debt. Subsequent to June 30, 2026, the loan secured by The Outlet Shoppes at Laredo was extended through November 2026. See Note 15.
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 | Fair Value at June 30, 2026 | Maturity Date |
|---|---|---|---|---|---|
| Pay fixed/Receive variable swap | Intangible lease assets and other assets | $32,000 | 1-month USD-SOFR CME | $185 | Jun-27 |
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| Hedging Instrument - Interest Rate Swap | 2026 | 2025 | 2026 | 2025 |
| Gain (loss) recognized in other comprehensive income (loss) | $63 | $(143) | $183 | $(424) |
| Gain recognized in earnings (1) | $28 | $82 | $58 | $163 |
(1)
Gain reclassified from accumulated other comprehensive income into earnings shown in interest expense.
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.
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 didnot 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 thechief 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.
Information on the Company's reportable segments is presented as follows:
| Three Months Ended June 30, 2026 | Malls | Outlet Centers | Lifestyle Centers | Open-Air Centers | 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) | $146,479 |
| Property operating expenses (4) | (44,237) | (3,122) | (3,203) | (2,760) | (53,322) | |||
| Interest and other income | 487 | 12 | 58 | 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) | |||||||
| Interest expense | (42,716) | |||||||
| Gain on sales of real estate assets | 13,633 | |||||||
| Depreciation and amortization | (36,283) | |||||||
| General and administrative expense | (14,782) | |||||||
| Gain on deconsolidation | 5,925 | |||||||
| Income tax provision | (642) | |||||||
| Equity in earnings of unconsolidated affiliates | 22,311 | |||||||
| Net income | $46,321 | |||||||
| Three Months Ended June 30, 2025 | Malls | Outlet Centers | Lifestyle Centers | Open-Air Centers | Total Reportable Segments | All Other (1) | Consolidation Adjustments (2) | Consolidated Total |
|---|---|---|---|---|---|---|---|---|
| Revenues (3) | $114,207 | $8,531 | $12,677 | $18,270 | $153,685 | $8,116 | $(20,896) | $140,905 |
| Property operating expenses (4) | (41,184) | (3,420) | (3,693) | (3,763) | (52,060) | |||
| Interest and other income | 90 | 13 | 58 | 168 | 329 | |||
| Segment net operating income | $73,113 | $5,124 | $9,042 | $14,675 | 101,954 | |||
| All other segment net operating income (1) | 9,054 | |||||||
| Consolidation adjustments (2) | (15,921) | |||||||
| Interest expense | (43,959) | |||||||
| Gain on sales of real estate assets | 1,339 | |||||||
| Other | (30) | |||||||
| Depreciation and amortization | (39,702) | |||||||
| General and administrative expense | (15,188) | |||||||
| Loss on impairment | (1,457) | |||||||
| Income tax provision | (369) | |||||||
| Equity in earnings of unconsolidated affiliates | 6,437 | |||||||
| Net income | $2,158 | |||||||
| Six Months Ended June 30, 2026 | Malls | Outlet Centers | Lifestyle Centers | Open-Air Centers | Total Reportable Segments | All Other (1) | Consolidation Adjustments (2) | Consolidated Total |
|---|---|---|---|---|---|---|---|---|
| Revenues (3) | $245,477 | $16,928 | $25,478 | $27,886 | $315,769 | $17,317 | $(40,639) | $292,447 |
| Property operating expenses (4) | (92,320) | (6,238) | (6,902) | (5,829) | (111,289) | |||
| Interest and other income | 891 | 22 | 72 | 201 | 1,186 | |||
| Segment net operating income | $154,048 | $10,712 | $18,648 | $22,258 | 205,666 | |||
| All other segment net operating income (1) | 18,114 | |||||||
| Consolidation adjustments (2) | (30,209) | |||||||
| Interest expense | (82,615) | |||||||
| Gain on sales of real estate assets | 15,035 | |||||||
| Other | 30 | |||||||
| Depreciation and amortization | (74,381) | |||||||
| General and administrative expense | (33,369) | |||||||
| Gain on deconsolidation | 41,259 | |||||||
| Income tax benefit | 588 | |||||||
| Equity in earnings of unconsolidated affiliates | 32,588 | |||||||
| Net income | $92,706 | |||||||
| Six Months Ended June 30, 2025 | Malls | Outlet Centers | Lifestyle Centers | Open-Air Centers | Total Reportable Segments | All Other (1) | Consolidation Adjustments (2) | Consolidated Total |
|---|---|---|---|---|---|---|---|---|
| Revenues (3) | $230,116 | $17,123 | $24,811 | $35,867 | $307,917 | $16,259 | $(41,503) | $282,673 |
| Property operating expenses (4) | (88,836) | (6,507) | (7,482) | (7,442) | (110,267) | |||
| Interest and other income | 308 | 25 | 58 | 340 | 731 | |||
| Segment net operating income | $141,588 | $10,641 | $17,387 | $28,765 | 198,381 | |||
| All other segment net operating income (1) | 18,532 | |||||||
| Consolidation adjustments (2) | (31,665) | |||||||
| Interest expense | (88,184) | |||||||
| Other | (30) | |||||||
| Gain on sales of real estate assets | 22,871 | |||||||
| Depreciation and amortization | (85,243) | |||||||
| General and administrative expense | (35,895) | |||||||
| Loss on extinguishment of debt | (217) | |||||||
| Loss on impairment | (1,457) | |||||||
| Income tax benefit | 102 | |||||||
| Equity in earnings of unconsolidated affiliates | 13,350 | |||||||
| Net income | $10,545 | |||||||
(1)
The All Other category includes outparcels, office buildings, hotels, corporate-level entities and the Management Company.
(2)
Consolidated adjustments represent the elimination of the Company's share of unconsolidated affiliates and the addition of the noncontrolling interests' share to reconcile to the amounts reported in the Company's condensed consolidated statements of operations.
(3)
Management, development and leasing fees earned by the Management Company are included in the All Other category. See Note 3 for information on the Company’s revenues disaggregated by revenue source.
(4)
Property operating expenses include property operating, real estate taxes and maintenance and repairs, none of which represent significant segment expense.
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):
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Basic earnings per share | ||||
| Net income attributable to the Company | $46,444 | $2,759 | $92,931 | $11,548 |
| Less: 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 |
| Weighted-average basic shares outstanding | 30,221 | 30,456 | 30,203 | 30,438 |
| Net income per share attributable to common shareholders | $1.50 | $0.08 | $3.01 | $0.35 |
| Diluted earnings per share (1) | ||||
| Net income attributable to common shareholders | $45,358 | $2,567 | $90,761 | $10,779 |
| Dilutive impact of unvested restricted stock | — | — | 28 | — |
| Net income attributable to common shareholders, net of dilutive impact | 45,358 | 2,567 | 90,789 | 10,779 |
| Weighted-average diluted shares outstanding | 30,936 | 30,742 | 30,808 | 30,726 |
| Net income per share attributable to common shareholders | $1.47 | $0.08 | $2.95 | $0.35 |
(1)
Forthe three months ended June 30, 2026, the computation of diluted EPS includes contingently issuable shares related to PSUs that are calculated under the treasury stock method. For the three months ended June 30, 2026, the computation of diluted EPS does not include contingently issuable shares related to unvested restricted stock awards due to their anti-dilutive nature. For the three months ended June 30, 2026, had the anti-dilutive unvested restricted stock awards been dilutive, the denominator for diluted EPS would have been 31,436, including 501 contingently issuable shares related to unvested restricted stock awards. For the six months ended June 30, 2026, the computation of diluted EPS includes contingently issuable shares related to PSUs and unvested restricted stock awards that are calculated under the treasury stock method. For the six months ended June 30, 2026, the computation of diluted EPS does not include contingently issuable shares related to certain unvested restricted stock awards due to their anti-dilutive nature. For the six months ended June 30, 2026, had the anti-dilutive unvested restricted stock awards been dilutive, the denominator for diluted EPS would have been 31,279, including 470 contingently issuable shares related to unvested restricted stock awards. For the three and six months ended June 30, 2025, the computation of diluted EPS includes contingently issuable shares related to PSUs calculated under the treasury stock method. For the three and six months ended June 30, 2025, the computation of diluted EPS does not include contingently issuable shares related to unvested restricted stock awards due to their anti-dilutive nature. For the three and six months ended June 30, 2025, had the contingently issuable shares been dilutive, the denominator for diluted EPS would have been 30,833 and 30,828, respectively, including 91 and 102 contingently issuable shares related to unvested restricted stock awards, respectively.
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 |
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 thesix months ended June 30, 2026 was $6,169. The total fair value of restricted stock awards that vested during thesix 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 thethree 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 thethree 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 | Weighted-AverageGrant-DateFair Value Per Share | |
|---|---|---|
| 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 |
(1)
PSUs granted shall be adjusted as if the shares of common stock represented by such PSUs had received any applicable stock or cash dividends declared. For stock dividends, a number of PSUs shall be added to the target amount corresponding to the number of shares of common stock that would have been payable per such stock dividend on the then outstanding number of PSUs under the agreement as if common stock had been issued for such PSUs. For cash dividends, a number of PSUs shall be added to the target amount corresponding to the number of shares of common stock that could have been acquired by the cash dividend payable on the then outstanding number of PSUs under the agreement as if common stock had been issued for such PSUs, and the calculation of the number of shares of common stock that could have been acquired shall be based on the closing price of the common stock on the record date for the cash dividend at issue.
(2)
The February 2023 PSUs were earned as of December 31, 2025 and were granted as restricted stock awards in February 2026 that will vest over a one-year service period.
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) | $29.22 |
| Risk-free interest rate (2) | 3.50% |
| Expected share price volatility (3) | 25.00% |
(1)
The value of the 2026 PSU awards is estimated on the date of grant using a Monte Carlo simulation model. The valuation consists of computing the fair value using CBL's simulated stock price as well as TSR over athree-year performance period. The award is modeled as a contingent claim in that the expected return on the underlying shares is risk-free and the rate of discounting the pay off of the award is also risk-free. The weighted-average fair value per share related to the 2026 PSUs consists of 33,366 PSUs at a fair value of $36.40 per share (which relates to the relative TSR) and 78,162 PSUs at a fair value of $26.16 per share (which relates to absolute TSR).
(2)
The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury securities in effect as of the valuation date, which is the grant date listed above.
(3)
The computation of expected volatility for the 2026 PSUs was based on the historical volatility of CBL's shares of common stock for a trading period equal to the time from the grant date to the end of the performance period.
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.
Note 14 – Noncash Investing and Financing Activities
The Company’s noncash investing and financing activities were as follows:
| Six Months Ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| 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) | |
(1)
See Note 8 for more information.
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.