Copper Property CTL Trust Files 8-K

TL;DR

Copper Property CTL Trust filed an 8-K on 9/8/25 detailing material agreements and other events.

AI Summary

Copper Property CTL Pass Through Trust filed an 8-K on September 8, 2025, reporting on a material definitive agreement and other events. The filing includes financial statements and exhibits. The company is incorporated in New York and its principal executive offices are located at 6501 Legacy Drive, Plano, TX 75024.

Why It Matters

This 8-K filing provides important updates and disclosures regarding material agreements and other corporate events for Copper Property CTL Pass Through Trust, which could impact investors' understanding of the company's current status.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting routine corporate events and agreements, not indicating any immediate significant financial distress or major operational changes.

Key Numbers

• 000-56236 — SEC File Number (Identifies the company's filing history with the SEC.)
• 85-6822811 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Copper Property CTL Pass Through Trust (company) — Registrant
• New York (jurisdiction) — State of incorporation
• 6501 Legacy Drive, Plano, TX 75024 (address) — Principal Executive Offices
• September 8, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $12.4 million — for the two properties was equal to the $12.4 million total amount allocated under the Agreem
• $935 million — l purchase price under the Agreement to $935 million in an all-cash transaction, subject to

Filing Documents

• cpt-20250908.htm (8-K) — 32KB
• cptexhibit991aug25-2.htm (EX-99.1) — 12KB
• image_9.jpg (GRAPHIC) — 10KB
• 0001837671-25-000053.txt ( ) — 168KB
• cpt-20250908.xsd (EX-101.SCH) — 2KB
• cpt-20250908_lab.xml (EX-101.LAB) — 20KB
• cpt-20250908_pre.xml (EX-101.PRE) — 11KB
• cpt-20250908_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Purchase and Sale Agreement Amendment On September 8, 2025, Copper Property CTL Pass Through Trust, through its subsidiaries (the "Trust") and an affiliate of Onyx Partners, Ltd. of Boston, MA (the "Buyer"), entered into a Second Amendment to its Purchase and Sale Agreement (as amended, the "Agreement") for the sale of the Trust's portfolio of remaining properties (collectively, the "Properties"). The Amendment extended the scheduled closing date to October 8, 2025, which may be further extended under certain specified circumstances. While the Trust strongly believes that all conditions for closing as required by the Agreement will be satisfied, the Amendment was entered into to allow sufficient time to complete all steps required for the closing. On September 4, 2025, the Trust completed the sale of two properties in accordance with right of first refusals (ROFR) in favor of adjoining property owners. The total purchase price for the two properties was equal to the $12.4 million total amount allocated under the Agreement for those properties. Accordingly, an adjustment to the purchase price under the Agreement in the amount of $12.4 million was made to bring the total purchase price under the Agreement to $935 million in an all-cash transaction, subject to customary closing adjustments and prorations. The Properties are subject to a long-term triple-net master lease with Penney Intermediate Holdings LLC or affiliates thereof. The Buyer has completed its due diligence, and its deposit under the Agreement is non-refundable. The Trust intends to distribute the net proceeds to Certificateholders in accordance with the terms of the Trust Agreement following the consummation of the sale. The Agreement provides certain limited termination rights on a property-by-property basis in connection with purchase rights in favor of ground lessors or purchase rights pursuant to reciprocal easement agreements, cert

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the proposed sale of properties, the expected timing of the transaction, and the anticipated distribution of proceeds. These statements are based on the Trust's current expectations, assumptions, estimates, and projections, and involve risks and uncertainties that could cause actual results to differ materially. For more information, please refer to the Trust's filings with the SEC. The Trust undertakes no obligation to update any forward-looking statements, except as required by law.

01. Other Events

Item 8.01. Other Events. On September 8, 2025, the Trust issued a press release announcing that it entered into a Second Amendment to its Purchase and Sale Agreement, which extended the scheduled closing date to October 8, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Number 99.1 Press Release, dated September 8, 2025. * Certain schedules and similar attachments have been omitted. The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request. SIGNATURE 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. COPPER PROPERTY CTL PASS THROUGH TRUST By: /s/ Larry Finger Larry Finger Principal Financial Officer Date: September 8, 2025

View Full Filing

View this 8-K filing on SEC EDGAR