Press Release

CHATTANOOGA, Tenn.--(BUSINESS WIRE)-- CBL Properties (NYSE: CBL) announced results for the fourth quarter and year ended December 31, 2025. Results of operations as reported in the consolidated financial statements for these periods are prepared in accordance with GAAP. A description of each supplemental non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is located at the end of this news release.

KEY TAKEAWAYS:

• Same-center NOI for Q4 2025 increased 3.3% compared with the prior-year period. FFO, as adjusted, per share for Q4 2025 was $2.25, compared with $1.92 per share for the prior-year period. For the year ended December 31, 2025, same-center NOI grew 0.5% compared with the prior-year period. FFO, as adjusted, per share was $7.21 for the year ended December 31, 2025, compared with $6.69 for the year ended December 31, 2024. Full-year results were near the high-end of the guidance range.
• Same-center occupancy for malls, lifestyle centers and outlet centers was 88.6%, flat from the prior year-end. Portfolio occupancy declined 30 basis points to 90.0% as of December 31, 2025, compared with portfolio occupancy of 90.3% as of December 31, 2024. Bankruptcy related store closures, including the closures of Forever21, JoAnn, Claire's and Party City locations, representing approximately 107,000 square feet, negatively impacted mall occupancy by nearly 75 basis points compared with the prior-year period.
• For the full year, more than 4.0 million square feet of leases were executed, including 2.4 million square feet of comparable new and renewal leases signed at a 2.6% increase in average rents versus the prior rents. In the fourth quarter 2025, 1.3 million square feet of leases were executed, including comparable new and renewal leases of approximately 759,000 square feet signed at a 2.9% decline in average rents versus the prior rents. The decline was driven by comparable mall renewal spreads of (5.3)%, partially offset by a nearly 15% increase in spreads on new mall leases compared to the expiring rents. Renewal spreads were impacted by the renewal of several maturing leases with higher occupancy costs.
• Same-center tenant sales per square foot for the fourth quarter 2025 increased approximately 3.7% as compared with the prior-year period. Same-center tenant sales per square foot for 2025, of $437, increased 2.8% as compared with the prior-year period.
• As of December 31, 2025, the Company had $335.4 million of unrestricted cash and marketable securities.
• In 2025, CBL closed on dispositions generating approximately $240.7 million of gross proceeds including the October sale of Fremaux Town Center in Slidell, LA.

“2025 was an exceptional year for CBL, with strong operating performance and meaningful progress on our key strategic priorities,” said Stephen D. Lebovitz, Chief Executive Officer of CBL Properties. “We were particularly proud of the more than 34% total return to shareholders for the year including $2.50 per share in total dividends. Operationally, our portfolio performed strongly, highlighted by fourth-quarter same-center NOI growth of 3.3% and full year growth of 50 bps, at the high-end of our guidance range. While bankruptcy-related store closures offset occupancy gains, leasing momentum remained solid with nearly 1.3 million square feet signed in the fourth quarter and strong demand from tenants such as Barnes & Noble, Carhartt, and Total Wine. The positive holiday sales season contributed to full-year tenant sales growth of approximately 3%.

"We also made major progress improving our balance sheet and positioning our company for solid cash flow generation and long-term growth. We generated approximately $240 million of disposition proceeds at attractive valuations in 2025. In addition to reducing leverage, we redeployed this capital into the acquisition of four dominant enclosed malls at mid-teens cap rates, further strengthening our position as the preeminent owner and operator of successful enclosed malls in dynamic middle markets. We financed this transaction by expanding our existing loan with Beal Bank, improving the terms and extending the maturity. Our balance sheet also benefited from a number of notable loan transactions in 2025, including the extension of our term loan maturity, the closing of a new $78 million non-recourse loan secured by Cross Creek Mall in Fayetteville, NC, improving the rate by more than 130 bps, and the closing of a new $43.0 million loan secured by The Pavilion at Port Orange in Port Orange, FL, which generated a more than 160-bps improvement in the rate.

“As we look ahead to 2026, we are focused on building on the progress achieved in 2025 by further strengthening our balance sheet, pursuing our portfolio optimization strategy to enhance the quality and growth profile of our assets, and sustaining operational momentum to drive improvements in occupancy and rent. We have made incredible progress in recent years in positioning CBL to take advantage of opportunities in our industry and to continue creating significant return of capital and value for our shareholders."

Same-center Net Operating Income (“NOI”)⁽¹⁾:

Same-center NOI for the fourth quarter 2025 increased $3.8 million. Total operating expense during the fourth quarter declined $0.5 million, substantially driven by real estate tax refunds received in the current period. The estimate for uncollectable revenues favorably impacted the quarter by approximately $0.8 million.

Same-center NOI for the year ended December 31, 2025 increased $2.0 million. Total operating expense increased $6.0 million, primarily driven by one-time real estate and franchise tax refunds received in the prior-year period as well as higher utility, and maintenance and repair expenses. Results were also impacted by a $1.3 million decline in percentage rents.

PORTFOLIO OPERATIONAL RESULTS

Occupancy⁽¹⁾:

New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet:

Same-Center Sales Per Square Foot for In-line Tenants 10,000 Square Feet or Less:

DIVIDEND

On February 11, 2026, CBL announced a cash dividend of $0.45 per common share for the quarter ending March 31, 2026. The dividend, which equates to an annual dividend payment of $1.80 per common share, is payable on March 31, 2026, to shareholders of record as of March 17, 2026.

FINANCING ACTIVITY

On November 1, 2025, CBL exercised the one-year extension option for its non-recourse term loan, extending its maturity to November 2026. CBL also anticipates meeting the second extension test, which requires a principal balance of $615 million, in November 2026 through natural amortization, enabling another one-year extension to November 2027.

In October, CBL and its joint venture partner closed on a new $43.0 million loan secured by The Pavilion at Port Orange in Port Orange, FL. The five-year non-recourse loan has a fixed interest rate of 5.9%, interest-only, representing a more than 160-bps improvement versus the existing interest rate of 7.57%. Net proceeds were used to retire the existing $40.9 million loan, which was set to mature in February 2026.

CBL and its joint venture partner closed on an agreement with the existing lender for the non-recourse loan secured by Coastal Grand and Crossing in Myrtle Beach, SC, in October. Under the agreement, the principal balance was reduced by $5.0 million to $88.0 million with an initial effective fixed interest rate of 5.09%, and the maturity was extended to August 2028. In addition, in October, the Company exercised the extension option on the loan secured by Coastal Grand Mall - Dick's Sporting Goods.

In October, CBL and its joint venture partner also entered into a 9-month extension for the $28.5 million non-recourse loan secured by York Town Center in York, PA. The extended loan bears a fixed interest rate of 6.0% and matures in June 2026.

In July, CBL closed on a $78.0 million non-recourse loan secured by Cross Creek Mall in Fayetteville, NC. The new five-year loan bears a fixed interest rate of 6.856%. Proceeds from the loan were used to retire the existing $81.9 million loan secured by the property, which bore an interest rate of 8.19% and was scheduled to mature in August 2025.

In July, Southpark Mall in Colonial Heights, VA, was placed into receivership and was deconsolidated due to the loss of control. CBL is cooperating with the lender to facilitate a foreclosure of the asset, which is secured by a $48.3 million non-recourse loan.

In May 2025, CBL exercised the one-year extension option on the loan secured by Fayette Mall in Lexington, KY.

In March, the conveyance of Alamance Crossing East, in Burlington, NC, was completed in satisfaction of the outstanding $41.1 million non-recourse loan.

CBL is in discussions with the lenders on Jefferson Mall in Louisville, KY, ($48.99 million), Arbor Place Mall in Douglasville, GA ($85.5 million) and The Outlet Shoppes at Gettysburg in Gettysburg, PA ($19.4 million), and intends to cooperate with the foreclosure or conveyance of the properties in satisfaction of the debt.

TRANSACTION ACTIVITY

In 2025, CBL closed on dispositions generating approximately $240.7 million of gross proceeds.

In October, CBL completed the sale of its interest in Fremaux Town Center in Slidell, LA, generating cash proceeds to CBL of $30.77 million in addition to the elimination of $35.0 million of debt related to the property. In July, CBL closed on the sale of The Promenade in D'Iberville, MS, for $83.1 million. CBL completed the sale of Monroeville Mall and Annex in Monroeville, PA, for $34.0 million in January and the $38.1 million sale of Imperial Valley Mall in El Centro, CA, in February. CBL also completed the sale of an office building in Greensboro, NC, for $3.5 million in June and has sold six outparcels year-to-date generating gross proceeds of $15.6 million.

In July, CBL closed on the acquisition of four dominant enclosed regional malls for $178.9 million from Washington Prime Group. The malls include Ashland Town Center in Ashland, KY; Mesa Mall in Grand Junction, CO; Paddock Mall in Ocala, FL; and Southgate Mall in Missoula, MT. This acquisition reinforces CBL’s position as the preeminent owner and manager of successful enclosed malls in dynamic and growing middle markets.

Concurrently with the transaction close, CBL completed a modification and extension of its existing $333.0 million non-recourse outparcel and open-air center loan with Beal Bank USA, which was scheduled to initially mature in June 2027, with one, two-year extension option. The loan was modified to include the acquisition properties, increasing the principal balance by $110.0 million to $443.0 million and extending the initial maturity through October 2030, with one, two-year extension option for a final maturity in October 2032. For the initial five-year term, the new interest-only loan will bear a fixed interest rate of 7.70% on a principal balance of approximately $368.0 million and a floating interest rate of SOFR plus 410 basis points on the remaining balance of approximately $75.0 million. The full principal balance will convert to the floating rate after the initial term. CBL utilized proceeds from the $83.1 million sale of The Promenade, an open-air center in D'Iberville, MS, to fund the balance of the transaction.

STOCK REPURCHASE PROGRAM

On May 1, 2025, CBL announced that its Board of Directors authorized a stock repurchase program for the Company to buy up to $25 million of its common stock. On November 5, 2025, CBL's Board of Directors authorized a new stock repurchase program for the Company to buy up to $25 million of its common stock. The new stock repurchase program replaced the existing program authorized on May 1, 2025. In 2025, CBL acquired 573,998 shares of CBL stock for $18.0 million.

DEVELOPMENT AND REDEVELOPMENT ACTIVITY

Detailed project information is available in CBL’s Financial Supplement for Q4 2025, which can be found in the Invest – Financial Reports section of CBL’s website at cblproperties.com

OUTLOOK AND GUIDANCE

CBL is initiating FFO, as adjusted, guidance for 2026 in the range of $6.74 - 7.06 per share. Management anticipates same-center NOI for full-year 2026 in the range of (1.2)% to 1.1%.

Reconciliation of GAAP Earnings Per Share to 2026 FFO, as Adjusted, Per Share:

Reconciliation of Net Income to SC NOI (in millions):

2026 Estimate of Capital Items (in millions):

ABOUT CBL PROPERTIES

Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL’s owned and managed portfolio is comprised of 88 properties totaling 53.9 million square feet across 22 states, including 55 high-quality enclosed malls, outlet centers and lifestyle retail centers as well as more than 25 open-air centers and other assets. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information visit cblproperties.com.

NON-GAAP FINANCIAL MEASURES

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. The Company’s method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

The Company believes that FFO provides an additional indicator of the operating performance of its 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 well-maintained real estate assets have historically risen with market conditions, the Company believes that FFO enhances investors’ understanding of its operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of the Company’s properties and interest rates, but also by its capital structure.

The Company believes FFO allocable to Operating Partnership common unitholders is a useful performance measure since it conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership.

In the reconciliation of net income (loss) attributable to the Company’s common shareholders to FFO allocable to Operating Partnership common unitholders, located in this earnings release, the Company makes an adjustment to add back noncontrolling interest in income (loss) of its 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 the Company’s operating performance or to cash flow as a measure of liquidity.

The Company believes that it is important to identify the impact of certain significant items on its FFO measures for a reader to have a complete understanding of the Company’s results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these 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 on page 8 of this news release for a description of these adjustments.

Same-center Net Operating Income

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, real estate taxes and maintenance and repairs).

The Company computes NOI based on the Operating Partnership’s pro rata share of both consolidated and unconsolidated properties. The Company believes that presenting NOI and same-center NOI (described below) based on its Operating Partnership’s pro rata share of both consolidated and unconsolidated properties is useful since the Company conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership. The Company's definition of NOI may be different than that used by other companies and, accordingly, the Company's 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 the Company’s shopping center properties, the Company believes that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates, sales at the malls and operating costs and the impact of those trends on the Company’s results of operations. The Company’s calculation of same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-off of landlord inducement assets in order to enhance the comparability of results from one period to another. A reconciliation of same-center NOI to net income (loss) is located at the end of this earnings release.

Pro Rata Share of Debt

The Company presents debt based on the carrying value of its pro rata ownership share (including the carrying value of the Company’s pro rata share of unconsolidated affiliates and excluding noncontrolling interests’ share of consolidated properties) because it believes this provides investors a clearer understanding of the Company’s total debt obligations which affect the Company’s liquidity. A reconciliation of the Company’s pro rata share of debt to the amount of debt on the Company’s condensed consolidated balance sheet is located at the end of this earnings release.

Information included herein contains “forward-looking statements” within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company’s various filings with the Securities and Exchange Commission, including without limitation the Company’s Annual Report on Form 10-K, and the “Management's Discussion and Analysis of Financial Condition and Results of Operations” included therein, for a discussion of such risks and uncertainties.