NOTE 8. 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 is the borrower on all the Company's debt, substantially all of which is secured by real estate assets.

Non-recourse loans on operating properties, the 2032 non-recourse bank loan (previously referred to as the "open-air centers and outparcels loan") and the secured term loan include loans that are secured by properties owned by the Company that have a carrying value of $1,745,324 at December 31, 2025.

Certain of the Company’s properties that are pledged as collateral on non-recourse mortgage loans are subject to cash management agreements with the lenders, which restrict the cash balances associated with those properties to only be used for debt service, capital expenditures and operating expense obligations.

Corporate Debt

On November 1, 2021, CBL & Associates HoldCo I, LLC (“HoldCo I”), a wholly owned subsidiary of the Operating Partnership, entered into an amended and restated credit agreement (the “credit agreement”), providing for an $883,700 secured term loan that was originally scheduled to mature on November 1, 2025. In November 2025, the Company met the required conditions to automatically extend the loan to November 1, 2026. Upon further satisfaction of certain conditions the maturity date will automatically extend to November 1, 2027. The secured term loan bore interest at a rate per annum equal to LIBOR for the applicable period plus 275 basis points, subject to a LIBOR floor of 1.0%. In March 2023, the secured term loan was amended to replace LIBOR with SOFR for purposes of calculating interest. The transition to SOFR was effective as of June 30, 2023.

The credit agreement requires HoldCo I to comply with certain financial ratios in the aggregate for the collateral properties, including a covenant that it not permit the (i) interest coverage ratio (as defined in the credit agreement) commencing with the fiscal quarter ending December 31, 2021, to be less than 1.50 to 1.00, (ii) minimum debt yield ratio (as defined in the credit agreement) commencing with the fiscal quarter ending March 31, 2023 as of the last day of any fiscal quarter ending prior to the maturity date, to be less than eleven and a half percent (11.50%) and (iii) the occupancy

rate (as defined in the credit agreement) commencing with the fiscal quarter ending March 31, 2023, as of the last day of any fiscal quarter ending prior to the maturity date, to be less than seventy five percent (75%). The Operating Partnership provided a limited guaranty up to a maximum of $175,000 (the “principal liability cap”). In November 2023, the limited guaranty was eliminated pursuant to the terms of the credit agreement and the loan became fully non-recourse. The Company believes that it was in compliance with all financial covenants and restrictions at December 31, 2025.

The secured term loan is secured by first-priority liens on substantially all the personal and real property assets of HoldCo I and its direct and indirect subsidiaries, including without limitation, HoldCo I’s and the subsidiary guarantors’ ownership interests in the capital stock, membership interests or partnership interests in the subsidiary guarantors.

Fixed-Rate Debt

As of December 31, 2025, fixed-rate loans on operating properties bear interest at stated rates ranging from 3.40% to 7.70%. Fixed-rate loans on operating properties generally provide for monthly payments of principal and/or interest and mature at various dates through October 2030, based on original maturity dates, with a weighted-average maturity of 2.9 years.

Variable-Rate Debt

The Company's variable-rate debt bears interest at a rate indexed to SOFR. At December 31, 2025, the interest rates ranged from 6.74% to 7.97%. Variable-rate loans mature at various dates through October 2030, based on original maturity dates, with a weighted-average maturity of 1.2 years.

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 (previously referred to as the "open-air centers and outparcels 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.

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 6.856%.

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.

In July 2025, the Company closed on the acquisition of four malls. 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. Concurrent with the acquisition, the Company completed a modification and extension of the existing $332,956 2032 non-recourse bank loan (previously referred to as the "open-air centers and outparcels loan"), which was scheduled to initially mature in June 2027. The loan was modified to include the acquired properties, increasing the principal balance by $110,000 to $442,956 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 interest-only loan will bear a fixed interest rate of 7.70% on a principal balance of approximately $368,000 and a floating interest rate of SOFR plus 410 basis points on the remaining balance of approximately $75,000. The full principal balance will convert to the floating rate after the initial term.

In July 2025, the loan secured by Southpark Mall entered default and the property was placed into receivership. The Company deconsolidated the property in conjunction with the property entering receivership. See Note 7.

In October 2025, the lender notified the Company that the loan secured by The Outlet Shoppes at Gettysburg was in maturity default. The Company anticipates returning the property to the lender.

Subsequent to December 31, 2025, the lender notified the Company that the loan secured by Jefferson Mall was in default and the property was placed into receivership. See Note 18 for more information.

2024 Loan Activity

In February 2024, the Company redeemed U.S. Treasury securities and used the proceeds to pay off the $15,190 loan secured by Brookfield Square Anchor Redevelopment.

In May 2024, the Company exercised a one-year extension option on the loan secured by Fayette Mall.

In August 2024, the Company used proceeds from the sales of Layton Hills Mall, Layton Hills Convenience Center, Layton Hills Plaza and 9 associated outparcels to partially paydown $46,000 and $18,297 on the outstanding principal balances of the secured term loan and the 2032 non-recourse bank loan (previously referred to as the "open-air centers and outparcels loan"), respectively. In conjunction with the partial paydown of the 2032 non-recourse bank loan, the Company recognized $819 of loss on extinguishment of debt related to a prepayment fee.

In December 2024, the Company closed on the acquisition of its partner's 50% joint venture interests in CoolSprings Galleria, Oak Park Mall and West County Center. The Company assumed its partner's share of three non-recourse loans, secured individually by each of the assets. As of December 31, 2025, the loans securing each asset totaled $519,647, consisting of $133,958 at CoolSprings Galleria, $245,665 at Oak Park Mall and $140,024 at West County Center.

Other

Several of the Company’s properties are owned by special purpose entities, created as a requirement under certain loan agreements that are included in the Company’s consolidated financial statements. The sole business purpose of the special purpose entities is to own and operate these properties. The real estate and other assets owned by these special purpose entities are restricted under the loan agreements in that they are not available to settle other debts of the Company. However, so long as the loans are not under an event of default, as defined in the loan agreements, the cash flows from these properties, after payments of debt service, operating expenses and reserves, are available for distribution to the Company.

Scheduled Principal Payments

Of the $1,281,692 of scheduled principal payments in 2026, $624,083 relates to the maturing principal balance of nine operating property loans and $646,722 relates to the secured term loan.

Interest Rate Hedge Instruments

The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that its counterparty will fail to meet their obligation.

The Company records its derivative instruments in its 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 Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

Amounts reported in accumulated other comprehensive income (loss) 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 $27 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 December 31, 2025, 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 December 31, 2025, 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.