CBL & Associates Properties Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

CBL & ASSOCIATES PROPERTIES, INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Effective February 11, 2026, the Compensation Committee of the Board of Directors of CBL & Associates Properties, Inc. (herein the “Company” or “CBL”) took the following actions with respect to the compensation of those individuals who currently qualify as “named executive officers” of the Company pursuant to Item 402(a)(3) of Securities and Exchange Commission (“SEC”) Regulation S-K (such individuals, collectively, the “Named Executive Officers” or “NEOs”): (i) approved a further amendment and restatement of the Company’s Executive Employment Agreements with each of its Named Executive Officers; (ii) approved the 2026 Annual Incentive Compensation Plan (the “2026 AIP”) that will be applicable to determine annual bonus compensation for performance during the Company’s fiscal year 2026 for the Named Executive Officers; (iii) approved the 2026 Long Term Incentive Compensation Program (“LTIP”) applicable to the Named Executive Officers and (iv) in connection with its certification of the Company’s achievement of the outcome of performance goals (and the related Common Stock earned) pursuant to performance stock units issued in February 2023, approved the form of Stock Restriction Agreement to be utilized for the additional one-year vesting period applicable to those awards, all as further described below.

Approval of Amendments to Executive Employment Agreements

Following an Employment Agreement and Retirement Policy Review conducted by the Company’s independent compensation consulting firm Ferguson Partners Consulting, L.P. (“Ferguson”), the Compensation Committee approved a further amendment and restatement of the Executive Employment Agreements with each of its current NEOs – Stephen D. Lebovitz (Chief Executive Officer), Benjamin W. Jaenicke (Executive Vice President – Chief Financial Officer), Michael I. Lebovitz (President), Katie A. Reinsmidt (Executive Vice President – Chief Operating Officer) and Jeffery V. Curry (Chief Legal Officer and Secretary). Each of these agreements was most recently amended and restated in November 2023 as summarized in the Company’s 2025 proxy statement. The purpose of these February 2026 amendments is to update the terms of each agreement as follows: (i) to update the term of each agreement and add provisions governing the term of each agreement following any Change of Control (as described below); (ii) to reset the current base salaries in the agreements to the current 2026 base salary for each NEO as determined by the Compensation Committee; (iii) to replace previously prescribed dollar amounts used to calculate certain potential future severance payments provided for in the agreements, as well as the previous description of annual bonus opportunities, with direct references to target bonus amounts for each NEO determined by the Compensation Committee pursuant to the Company’s Annual Incentive Plan for the NEOs (as described below); and (iv) to provide for uniform continuation of health insurance benefits for 24 months following termination, subject to longer continuation, if applicable, under the terms of the Company’s Tier I, Tier II and Tier III Legacy Retiree Programs. Following these updates, the terms of the Executive Employment Agreements with the Company’s NEOs may be summarized as follows:

The foregoing summary description of (i) the Third Amended and Restated Executive Employment Agreements for all NEOs other than the Executive Vice President – Chief Financial Officer and (ii) the Second Amended and Restated Employment Agreement for the Executive Vice President – Chief Financial Officer are not complete, and are qualified in their entirety by reference to the full text of the form of such agreements which is filed as an exhibit to this report.

Approval of 2026 Annual Incentive Compensation Plan

The 2026 AIP, similar to the Annual Incentive Compensation Plans adopted for prior years beginning with fiscal year 2015, is designed to reward the Named Executive Officers for the achievement of annual Corporate Goals and Individual Performance Goals, as assessed by the Compensation Committee. For the Chief Executive Officer (“CEO”), 70% of the total 2026 AIP opportunity will be based on the Corporate Goals, which are generally quantitative, and the remaining 30% will be based on qualitative Individual Performance Goals. For the other Named Executive Officers, 60% of the total award will be based on Corporate Goals and the remaining 40% will be based on Individual Performance Goals.

The Corporate Goals portion of the 2026 AIP awards will be allocated between the two categories of performance measures described below, with (A) the Financial Goals weighted 42% for the CEO and 36% for the other Named Executive Officers and (B) the Operational Goals weighted 28% for the CEO and 24% for the other Named Executive Officers:

(1) Financial Goals, including goals related to (i) Funds From Operations (“FFO”), as adjusted, as reported in the Company’s periodic reports (Forms 10‑K and 10‑Q) filed with the SEC (the “Periodic Reports”), (ii) Net Operating Income (“NOI”), as reported in the Periodic Reports and (iii) addressing property level mortgage maturities; and

(2) Operational Goals, including goals related to (i) square footage of new and renewal leases signed and (ii) achievement of targets related to new development and redevelopment project openings, as well as anchor transactions at the Company’s properties.

The target cash bonus award levels were set by the Compensation Committee under the 2026 AIP for each of the Company’s Named Executive Officers as specified below:

Based on consideration by the Compensation Committee and management of recommendations from the Company’s independent compensation consultant, Ferguson Partners Consulting, L.P., the Compensation Committee determined that these target cash bonus award levels for the 2026 AIP would reflect a 3% increase from the target bonus levels set under the Company’s 2025 Annual Incentive Plan (the “2025 AIP”).

Achievement of target performance for a performance measure under the 2026 AIP will result in 100% payout of the portion of the award based on that performance measure. Performance that meets threshold requirements will result in 50% (of target) payout of the portion of the award based on that performance measure and achievement of the stretch performance for a performance measure will result in 150% (of target) payout. Performance achieved between threshold and stretch level for either metric will result in a prorated bonus payout. There will be no payout for the portion of any award that is based on a performance measure for which less than the threshold level of performance is achieved. The Compensation Committee has the ability to adjust each metric, if appropriate, to account for significant unbudgeted transactions or events, such as acquisitions, dispositions, joint ventures, equity or debt issuances and other capital markets activities, mark-to-market adjustments and certain one-time extraordinary charges for purposes of determining the portion of any Corporate Goals AIP Bonus Award payment based on these metrics.

The Individual Performance Goals established by the Compensation Committee for each Named Executive Officer under the qualitative portion of the 2026 AIP are outlined below:

Based on management’s recommendations developed in consultation with and approved by the Compensation Committee, one-fourth of the potential 2026 AIP cash bonus awards for achievement of these qualitative Individual Performance Goals (7.5% out of the 30% allocated to Individual Performance Goals for the CEO and 10% of the 40% allocated to Individual Performance Goals for the other Named Executive Officers) will be determined based on the Compensation Committee’s evaluation of their performance in relation to the first (Business Plan) goal listed above for each officer, with the remainder of such payments based on the Compensation Committee’s evaluation of each officer’s performance with respect to their other Individual Performance Goals.

Apart from the changes and updates for 2026 as described above, the additional terms of the 2026 AIP are substantially similar to those of the 2025 AIP for the Company’s Named Executive Officers, as described in the proxy statement for the Company’s 2025 Annual Meeting of Stockholders previously filed with the SEC. The 2026 AIP is an unfunded arrangement and any compensation payable thereunder may be evaluated, modified or revoked at any time in the sole discretion of the Compensation Committee, which is responsible for administering the plan.

The foregoing summary description of the 2026 AIP is not complete and is qualified in its entirety by reference to the full text of the 2026 AIP, which is filed as an exhibit to this report.

Approval of 2026 Long Term Incentive Compensation Program

Effective February 11, 2026, the Compensation Committee also approved the 2026 LTIP for the Named Executive Officers, consisting of the following elements:

Named Executive Officer Grants under 2026 LTIP

The following table illustrates the Long Term Incentives approved by the Compensation Committee on February 11, 2026, for the Company’s 2026 year and the 2026 – 2028 performance cycle with respect to the PSUs:

Performance Stock Unit Awards Component of the 2026 LTIP

Structure of Designated Index Measure Component of PSU Awards

As noted above, 30% of the number of shares issuable to a Named Executive Officer upon conclusion of the 3-year performance period will depend on the Company’s achievement of at least a “Threshold” level of TSR performance as compared to the TSR for the Designated Index over the same time period. The level of achievement will be determined based on how the Company’s TSR ranks among the constituents that comprise the Designated Index.

The “Threshold,” “Target,” and “Maximum” benchmarks established for the TSR achieved by the Company over the relevant 3-year performance period in comparison to the Designated Index, the resulting impact on the number of shares of Restricted Common Stock earned by each Named Executive Officer for the 30% of the award based on the Designated Index Measure upon the maturity of PSUs at the conclusion of the 3-year performance period, and the additional service-based vesting schedule applicable to any shares earned is summarized in the following table:

If the calculated comparison is between Threshold and Maximum for any performance period, then the number of Performance Stock Units earned will be prorated as indicated in the preceding table.

Structure of Company Absolute Return Measure Component of PSU Awards

As noted above, 70% of the number of shares issuable to a Named Executive Officer upon conclusion of the 3-year performance period will depend on the Company’s achievement of at least a “Threshold” level of absolute TSR for holders of the Company’s Common Stock over the same time period.

The “Threshold,” “Target,” and “Maximum” benchmarks established for the absolute TSR achieved by the Company over the relevant 3-year performance period, the resulting impact on the number of shares of Restricted Common Stock earned by each Named Executive Officer for the 70% of the award based on the Company Absolute Return Measure upon the maturity of PSUs at the conclusion of the 3-year performance period, and the additional service-based vesting schedule applicable to any shares earned is summarized in the following table:

If the calculated basis point comparison is between benchmarks as noted above for the 3-year performance period, then the number of PSUs earned will be prorated as indicated in the preceding table.

As reflected above, once issued, the shares of Restricted Common Stock issued in connection with performance under either the Designated Index Measure or the Company Absolute Return Measure components of the PSUs will then vest one (1) year after the date of issuance. Upon vesting, the shares will not be subject to forfeiture.

Based on consideration by the Compensation Committee and management of recommendations from the Company’s independent compensation consultant, Ferguson Partners Consulting, L.P., concerning current market standards for the vesting of restricted stock awards in the event of retirement, the Company’s award agreements for both Performance Stock Units and Annual Restricted Stock Awards were modified, beginning with the 2025 LTIP, to provide the Compensation Committee with discretion to allow a portion of the shares earned to vest on a pro-rata basis in the event of an officer’s voluntary retirement, which discretion was extended with the 2026 LTIP awards to allow the Compensation Committee full discretion to vest all or any portion of such awards in connection with a recipient’s retirement. Additional terms and conditions of the PSU component of the LTIP Awards to the Named Executive Officers, including the update made for the 2026 LTIP described in the preceding sentence, may be summarized as follows:

The foregoing description of the PSU awards is qualified in its entirety by reference to the full text of the Company’s EIP, the 2026 LTIP and the Form of Performance Stock Unit Award Agreement for such awards, each of which is filed or incorporated by reference as an exhibit to this report.

Annual Restricted Stock Awards Component of the 2026 LTIP

As referenced above, each LTIP Award includes a target value amount (40% for Named Executive Officers other than the CEO and 30% in the case of the CEO) that a grantee will receive in the form of an Annual Restricted Stock Award. The terms and conditions of the Annual Restricted Stock Awards to the Named Executive Officers, including the update made for the 2026 LTIP to provide the Compensation Committee with vesting discretion in the event of an officer’s retirement as described above, may be summarized as follows:

The foregoing description of such restricted stock awards is qualified in its entirety by reference to the full text of the EIP, the 2026 LTIP and the form of award agreement, each of which is filed or incorporated by reference as an exhibit to this report.

Approval of Stock Restriction Agreement for Shares Earned Under 2023 PSU Awards

Also effective February 11, 2026, in connection with certification of the outcome of the 3-year performance period associated with the PSUs awarded by the Compensation Committee in February 2023 pursuant to the 2023 LTIP (as detailed in the Compensation Discussion and Analysis section of the Company’s proxy statement for its 2022 Annual Meeting of Shareholders (the “2023 CD&A”), the Compensation Committee approved the form of Stock Restriction Agreement to be utilized for an additional one-year vesting period applicable to those awards.

As also previously described in the 2023 CD&A, shares of Common Stock earned pursuant to the outcome of the 2023 PSU performance criteria (i) will vest one (1) year after their date of issuance and (ii) are subject to a further requirement that each NEO receiving such shares must retain ownership of at least a number of shares representing the after-tax value of the shares so earned for a period of two (2) years following such vesting date, except in the event of the termination of such NEO’s employment with the Company. Consistent with its current treatment of other awards of restricted Common Stock, the Compensation Committee approved a form of Stock Restriction Agreement governing the additional one-year vesting period for shares of Common Stock earned pursuant to the outcome of the 2023 PSU performance criteria that provides for the vesting or forfeiture of such shares in the event of a NEO’s voluntary retirement, termination by the Company without “cause” (as defined in the award), death or disability (as defined in the award) or termination by the Company upon a Change in Control (as defined in the EIP) in the same manner as the Stock Restriction Agreements governing Annual Restricted Stock Awards under the 2026 LTIP.

The foregoing description of the terms of the Stock Restriction Agreements applicable to shares of Common Stock earned by the NEOs pursuant to the outcome of the 2023 PSU performance criteria is qualified in its entirety by reference to the full text of the EIP, the 2023 LTIP and the form of such agreements, each of which is filed or incorporated by reference as an exhibit to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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 hereunto duly authorized.