Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-264769

Prospectus Supplement No. 14

(to Prospectus dated May 13, 2022)

Up to 12,380,260 Shares

CBL & ASSOCIATES PROPERTIES, INC.

Common Stock

This prospectus supplement (“Prospectus Supplement No. 14”) is being filed to update and supplement the information contained in the prospectus dated May 13, 2022 (as supplemented to date, the “Prospectus”) related to the resale or other disposition by the selling stockholders (the “Selling Stockholders”) identified in the Prospectus of up to an aggregate of 12,380,260 shares of common stock, par value $0.001 per share, of CBL & Associates Properties, Inc. (“CBL,” the “Company,” ”we,” “our” or “us”), with the information contained in Item 5.02 of our Current Report on Form 8-K dated January 26, 2023, filed with the Securities and Exchange Commission (“SEC”) on January 27, 2023 (the “January 26, 2023 Form 8-K”). Accordingly, we have attached the January 26, 2023 Form 8-K to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the trading symbol “CBL.” On January 26, 2023, the last sale price of our common stock, as reported on the NYSE was $25.85 per share.

We are not selling any securities under the Prospectus and will not receive any of the proceeds from the sale of shares of our common stock by the Selling Stockholders. We have agreed to bear all fees and expenses (excluding any underwriting discounts or commissions or transfer taxes, if any, of any Selling Stockholder) incident to the registration of the securities covered by the Prospectus.

Investing in us involves a high degree of risk. See “Risk Factors” beginning on page 6 of the Prospectus and in any applicable prospectus supplement for a discussion of the risks that should be considered in connection with an investment in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is January 27, 2023.

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.

On January 26, 2023, Kaj Vazales provided notice of his resignation as a member of the Board of Directors (the “Board”) of CBL & Associates Properties, Inc. (the “Company”) effective immediately. Mr. Vazales’ resignation is in connection with a recent change in his principal business association and not in connection with any disagreement with the Company or any matter related to the Company’s operations, policies or practices. Mr. Vazales served as a member of the Board’s Compensation Committee and Nominating/Corporate Governance Committee.

Upon acceptance of Mr. Vazales’ resignation, the Board determined that 3,143 of the shares of restricted Company common stock that Mr. Vazales holds as of the effective date of his resignation, will be fully vested and the remaining 1,885 shares will not vest and will be forfeited by Mr. Vazales. Mr. Vazales also received full cash compensation for his service as a member of the Board for the first quarter of 2023.

In connection with such resignation, pursuant to the Company’s Second Amended and Restated Certificate of Corporation and Fourth Amended and Restated Bylaws, the Board of Directors also took action to decrease the number of directors by one, such that the number of directors constituting the Whole Board (as defined in such documents) was reduced from eight to seven.

Item 7.01 Regulation FD Disclosure.

On January 27, 2023, the Company issued a press release announcing Mr. Vazales’ resignation as a member of the Board, a copy of which is furnished as Exhibit 99.1 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.

Exhibit 99.1

Investor Contact: Katie Reinsmidt, Executive Vice President & Chief Investment Officer, 423.490.8301, Katie.Reinsmidt@cblproperties.com

CBL PROPERTIES ANNOUNCES THE RESIGNATION OF KAJ VAZALES FROM ITS BOARD OF DIRECTORS

CHATTANOOGA, Tenn. (January 27, 2023) – CBL Properties (NYSE:CBL) today announced that Kaj Vazales has notified the Company of his resignation from CBL’s Board of Directors effective January 26, 2023, and the Board has accepted his resignation. The departure is the result of a change in Mr. Vazales’ principal occupation. Mr. Vazales formerly served as Managing Director and Co-Head of North America for Oaktree’s Global Operations Strategy. He joined CBL’s board in November 2021, following CBL’s successful restructuring.

“On behalf of the Board and the entire company, we’d like to thank Kaj for his many contributions to CBL,” said Stephen D. Lebovitz, director and CEO of CBL. “Kaj played a key leadership role during our restructuring, which allowed the Company to emerge in a strong financial position. Since joining our Board in November 2021, his financial and organizational experience, thoughtful perspective, and overall business insight have been valuable in positioning CBL for long-term success. We wish him great success in his future endeavors.”

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 94 properties totaling 58.5 million square feet across 22 states, including 56 high-quality enclosed malls, outlet centers and lifestyle retail centers as well as more than 30 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.

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.

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