COPPER PPTY CTL PASS THRU TR SEC Filings

Copper Property CTL Pass Through Trust reported that its Purchase and Sale Agreement with an affiliate of Onyx Partners, Ltd. for the sale of its remaining property portfolio terminated in accordance with its terms on December 26, 2025 after the Buyer failed to close. The Buyer has sued the Trust seeking specific performance or, alternatively, damages, while the Trust states it believes it has strong defenses and plans to contest the lawsuit and pursue its own claims and remedies.

The Trust holds $2 million of the Buyer’s total $5 million deposit and is seeking the remaining $3 million from the escrow agent, which the Buyer disputes. The $2 million is expected to be distributed to certificateholders of record on January 9, 2026 as part of the next monthly cash distribution. The Trust plans to end its prior marketing process and review new strategic alternatives for its remaining portfolio in early 2026, including potential sales, financings and other transactions.

Copper Property CTL Pass Through Trust reported that its previously announced sale transaction with an affiliate of Onyx Partners, Ltd. of Boston, MA did not close as expected. Under the existing Purchase and Sale Agreement, the Trust has sent the buyer a notice confirming that if the buyer does not complete the transaction by December 26, 2025, the agreement will terminate. The Trust also cautions that statements about the proposed sale of properties, the timing of the transaction, and the potential distribution of proceeds are forward-looking and subject to risks and uncertainties.

Copper Property CTL Pass Through Trust announced that, under its Purchase and Sale Agreement covering the Trust’s portfolio of remaining properties, the scheduled closing date has been extended to December 22, 2025. Any additional extension beyond this new date would require approval from a majority of the Trust’s Certificateholders.

The Trust explains that the extension is intended to allow enough time to complete all steps needed to close the transaction and states that it continues to strongly believe the sale will close in line with the Agreement’s terms. A related press release dated December 9, 2025 provides further detail on the announced update.

Copper Property CTL Pass Through Trust reported that it has posted its monthly report for the period ending November 30, 2025 on its investor website. This report, also attached as an exhibit, provides investors with updated information on the Trust’s performance and activities for the month.

The Trust also announced a cash distribution of $0.090060 per trust certificate, to be paid on December 10, 2025 to certificateholders of record as of December 9, 2025. This reflects the Trust’s ongoing practice of returning cash generated from its underlying assets to certificateholders.

Copper Property CTL Pass Through Trust reported a change to its operating plan. The Trust revised its 2025 annual budget to $15.0 million in operating expenses, citing primarily unanticipated legal costs. Management disclosed this update under “Other Events.”

The Trust also noted forward-looking considerations regarding the proposed sale of properties, the expected timing of any transaction, and anticipated distribution of proceeds. A related press release is included as Exhibit 99.1 for additional context.

Copper Property CTL Pass Through Trust reported Q3 net income of $1,290, driven by steady lease income and offset by a non-cash impairment. The Trust has a binding agreement to sell all remaining retail properties for $935 million after a ROFR adjustment, with the scheduled closing date extended to December 8, 2025.

For Q3, lease income was $24,207 while total expenses rose on a $10,671 impairment and higher general and administrative costs. Year-to-date net income was $39,557. The portfolio stood at 117 retail properties across 35 states and Puerto Rico, all meeting held-for-sale criteria. Cash and cash equivalents were $48,906, and the Trust had no debt.

The Trust paid distributions of $98,504 for the nine months ended September 30, 2025, and subsequent distributions of $17,581 on October 10 and a declared $5,500 for November 10. Management expects proceeds from the portfolio sale, reserves and cash on hand to fund remaining obligations and distributions through dissolution.

Copper Property CTL Pass Through Trust reported an update on its portfolio sale process. Under the existing Purchase and Sale Agreement, the Buyer has increased its deposit and the scheduled closing date has been extended to December 8, 2025. The Trust states this is the last extension option available to the Buyer under the Agreement.

The extension is intended to allow enough time to complete all steps required for closing. The Trust states it continues to strongly believe that all conditions for closing under the Agreement will be satisfied and that the closing will occur in accordance with the Agreement. A related press release is included as Exhibit 99.1.

Copper Property CTL Pass Through Trust reported two updates. The Trust posted its monthly report for the period ending October 31, 2025 on its investor website and furnished it as Exhibit 99.1.

It also announced a cash distribution of $0.073336 per trust certificate, payable on November 10, 2025 to holders of record as of November 7, 2025, as disclosed in a press release furnished as Exhibit 99.2.

Silver Point Capital reported open-market purchases of Copper Property CTL Pass Through Trust (CPPTL) certificates. On October 21, 2025, the reporting persons bought 341,256 trust certificates at $12.12 and 200,000 at $12.15.

After these trades, the filing lists 9,664,039 trust certificates beneficially owned, reported as Direct (D). The reporting persons are identified as a 10% Owner.