Copper Property CTL (CPPTL) adds major tenant Penney Intermediate audited financials

Rhea-AI Filing Summary

Copper Property CTL Pass Through Trust filed Amendment No. 1 to its annual report for the year ended December 31, 2025. The amendment’s sole purpose is to add the audited consolidated financial statements of key tenant Penney Intermediate Holdings LLC, whose leased properties represent more than 20% of the Trust’s assets under long-term triple-net leases. These audited statements, as of January 31, 2026 and February 1, 2025 and for the related fiscal years, are attached as Exhibit 99.1. No other items from the originally filed annual report are updated or restated.

Insights

Credit and real estate risk analyst

Amendment adds audited financials for a major tenant without changing prior Trust results.

The amendment highlights that properties leased to Penney Intermediate Holdings LLC account for more than 20% of the Trust’s assets under long-term triple-net leases. Because operating costs are largely passed through, Penney’s financial strength is important for assessing rental stability.

The newly attached audited statements for periods ending January 31, 2026 and February 1, 2025 give Certificateholders more detail on this single-tenant exposure. The Trust notes it did not participate in preparing these statements, so investors rely on Penney’s reporting and future company filings for ongoing updates.

Key Figures

Tenant asset concentration: More than 20% of assets Penney balance sheet date: January 31, 2026 Prior Penney balance sheet date: February 1, 2025 +1 more

4 metrics

Tenant asset concentration More than 20% of assets Properties leased to Penney Intermediate Holdings LLC at December 31, 2025

Penney balance sheet date January 31, 2026 Audited consolidated financial statements date for Penney Intermediate Holdings LLC

Prior Penney balance sheet date February 1, 2025 Comparative audited consolidated financial statements date for Penney

Amendment scope Item 15 and exhibits only 10-K/A Amendment No. 1 to 2025 annual report

Key Terms

triple-net leases, Penney Intermediate Holdings LLC, Inline XBRL, Section 404(b) of the Sarbanes-Oxley Act, +1 more

5 terms

triple-net leases financial

"long-term, triple-net leases that transfer substantially all operating costs to Penney Intermediate Holdings LLC"

A triple-net lease is a rental agreement where the tenant pays the base rent plus the three main property expenses: taxes, insurance, and maintenance, so the landlord receives largely rent-only income. For investors, that means steadier, more predictable cash flow and lower day-to-day operating risk for the property owner—like collecting rent from a tenant who also pays the utility bills and repairs—though rising costs or weak tenant credit can still affect returns.

Penney Intermediate Holdings LLC financial

"The audited financial statements of Penney Intermediate Holdings LLC as of January 31, 2026 and February 1, 2025"

Inline XBRL technical

"Inline XBRL Taxonomy Extension Schema Document (filed herewith)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Section 404(b) of the Sarbanes-Oxley Act regulatory

"attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act"

smaller reporting company regulatory

"See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

How to Read a 10-K Annual Report →

00018376712024FYTRUE——xbrli:sharesiso4217:USD00018376712025-01-012025-12-3100018376712025-12-3100018376712025-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to

Commission File Number: 000-56236

Copper Property CTL Pass Through Trust

(Exact name of registrant as specified in its charter)

New York						85-6822811
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3 Second Street, Suite 206 Jersey City, NJ 07311-4056

(Address of principal executive offices and zip code)

(201) 839-2200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

N/A

N/A

Securities registered pursuant to Section 12(g) of the Act:

N/A

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐  No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

DOCUMENTS INCORPORATED BY REFERENCE

None.

Index to Exhibits begins on page 4.

Explanatory Note

This Amendment No. 1 (the "Amendment") to the combined Annual Report on Form 10-K for the fiscal year ended December 31, 2025 of Copper Property CTL Pass Through Trust is filed for the sole purpose of amending Item 15 of Part IV to include the consolidated financial statements of Penney Intermediate Holdings LLC and its subsidiaries (collectively "Penney Intermediate Holdings LLC"), which were not available at the time the combined Annual Report on Form 10-K was initially filed. At December 31, 2025, our Properties leased to Penney Intermediate Holdings LLC constituted more than 20% of our assets and these properties were leased to Penney Intermediate Holdings LLC under long-term, triple-net leases that transfer substantially all operating costs to Penney Intermediate Holdings LLC and Penney Intermediate Holdings LLC’s financial statements may thus be material to investors. The audited financial statements of Penney Intermediate Holdings LLC as of January 31, 2026 and February 1, 2025, and for the years ended January 31, 2026 and February 1, 2025 are attached to this report as Exhibit 99.1. These financial statements were provided to us by Penney Intermediate Holdings LLC, and Copper Property CTL Pass Through Trust did not participate in their preparation or review.

Other than as expressly set forth above, this Amendment does not, and does not purport to, update or restate the information in any other Item of the originally filed annual report. This Amendment consists solely of the preceding cover page, this explanatory note, the information required by Item 15 of Form 10-K as provided in Exhibit 99.1, an updated exhibit index, a signature page, and the certifications required to be filed as exhibits hereto.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

a.The financial statements and financial statement schedules for Copper Property CTL Pass Through Trust were previously listed in and included with the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed on March 13, 2026.

i.The audited financial statements of Penney Intermediate Holdings LLC as of January 31, 2026 and February 1, 2025, and for the years ended January 31, 2026 and February 1, 2025 are attached as Exhibit 99.1 hereto.

b.The following exhibits are included or incorporated by reference in this Annual Report on Form 10-K (and are numbered in accordance with Item 601 of Regulation S-K).

b. Exhibits

Exhibit No.						Description
31.1						Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith).
31.2						Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith).
32.1						Certification of Principal Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 (furnished herewith).
32.2						Certification of Principal Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 (furnished herewith).
99.1**						Consolidated Financial Statements of Penney Intermediate Holdings LLC as of January 31, 2026 and February 1, 2025, and for the years ended January 31, 2026 and February 1, 2025.
101.SCH						Inline XBRL Taxonomy Extension Schema Document (filed herewith).
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
104						Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) (filed herewith).

** Since Penney Intermediate Holdings LLC leases more than 20% of our total assets under triple net leases, the financial status of Penney Intermediate Holdings LLC may be considered relevant to Certificateholders. Penney Intermediate Holdings LLC’s most recently available audited consolidated financial statements as of January 31, 2026 and February 1, 2025, and for the years ended January 31, 2026 and February 1, 2025 are attached as Exhibit 99.1 to this Amendment No. 1 to the Annual Report on Form 10-K. We have not participated in the preparation of Penney Intermediate Holdings LLC’s financial statements nor do we have the right to dictate the form of any financial statements provided to us by Penney Intermediate Holdings LLC.

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 thereunto duly authorized.

COPPER PROPERTY CTL PASS THROUGH TRUST

By:			/s/ NEIL AARONSON
			Neil Aaronson
			Principal Executive Officer
Date:			May 27, 2026
By:			/s/ LARRY FINGER
			Larry Finger
			Principal Financial Officer
Date:			May 27, 2026

FAQ

What is the purpose of Copper Property CTL (CPPTL) 10-K/A Amendment No. 1?

The amendment’s sole purpose is to add audited financial statements for Penney Intermediate Holdings LLC. These statements give investors more visibility into a major tenant that leases over 20% of the Trust’s assets under long-term triple-net leases.

Why is Penney Intermediate Holdings LLC important to Copper Property CTL (CPPTL) investors?

Penney Intermediate Holdings LLC leases properties representing more than 20% of the Trust’s total assets. Because these are triple-net leases, Penney bears most operating costs, so its financial condition can significantly influence the stability and collectability of CPPTL’s rental income stream.

What financial information about Penney Intermediate Holdings LLC was added in this CPPTL amendment?

The amendment attaches Penney Intermediate Holdings LLC’s audited consolidated financial statements as Exhibit 99.1. These cover balance sheets as of January 31, 2026 and February 1, 2025, and operating results for the fiscal years ended on those same dates, enhancing tenant transparency.

Does this 10-K/A amendment change Copper Property CTL’s previously reported financial results?

No, the amendment does not update or restate any other item from the originally filed annual report. It only supplements Item 15 with Penney Intermediate Holdings LLC’s audited financial statements and an updated exhibit index and certifications, leaving prior Trust results unchanged.

How do triple-net leases with Penney Intermediate Holdings LLC affect CPPTL’s risk profile?

Under triple-net leases, Penney Intermediate Holdings LLC pays substantially all operating costs related to its leased properties. This structure reduces direct property expenses for CPPTL but increases exposure to Penney’s credit quality, making its audited financial statements particularly relevant for Certificateholders monitoring tenant risk.

Did Copper Property CTL participate in preparing Penney Intermediate Holdings LLC’s financial statements?

Copper Property CTL states it did not participate in the preparation or review of Penney Intermediate Holdings LLC’s financial statements. The Trust also notes it cannot dictate the form of statements Penney provides, so investors rely on Penney’s own reporting standards and external audit process.