Copper Property CTL (NYSE: CPPTL) pushes remaining property sale closing to Dec. 22, 2025

Rhea-AI Filing Summary

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.

Insights

Real estate and structured products analyst

Copper Property CTL extends property sale closing to December 22, 2025, keeping structure and economics unchanged.

Copper Property CTL Pass Through Trust reports that the scheduled closing date for the sale of its remaining property portfolio under the existing Purchase and Sale Agreement has been pushed to December 22, 2025. The filing characterizes this as a timing adjustment to complete the remaining closing steps, rather than a change to the underlying transaction structure.

Any further extension beyond the new date would require approval from a majority of Certificateholders, giving investors a direct governance role over additional delays. The Trust reiterates that it strongly believes closing will still occur in accordance with the Agreement, though that outcome ultimately depends on satisfying all closing conditions.

The update does not introduce new financial terms or proceeds figures; it mainly clarifies the expected closing timetable and governance constraint on additional extensions. Investors will look to subsequent disclosures and the attached December 9, 2025 press release for confirmation that the sale closes on the revised schedule.

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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

DECEMBER 8, 2025

Date of Report (date of earliest event reported)

Copper Property CTL Pass Through Trust

(Exact name of registrant as specified in its charter)

New York			000-56236			85-6822811
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

3 Second Street, Suite 206

Jersey City, NJ

07311-4056

(Address of Principal Executive Offices)

(Zip Code)

(201) 839-2200

Registrant’s telephone number, including area code

Not Applicable

(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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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 8.01. Other Events.

Pursuant to the terms of the Trust’s Purchase and Sale Agreement for the sale of the Trust’s portfolio of remaining properties (as amended, the “Agreement”), the scheduled closing date has been extended to December 22, 2025. Any further extension of the closing date would require the approval of a majority of the Certificateholders.

The extension of the scheduled closing date will allow sufficient time to complete all steps required for closing. The Trust continues to strongly believe that closing will occur in accordance with the terms of the Agreement.

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.

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.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits.

Number

99.1    Press Release, dated December 9, 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: December 9, 2025

FAQ

What did Copper Property CTL Pass Through Trust (CPPTL) announce about its property sale?

The Trust announced that, under its Purchase and Sale Agreement for the portfolio of remaining properties, the scheduled closing date has been extended to December 22, 2025 to allow time to complete all required closing steps.

Does Copper Property CTL (CPPTL) need investor approval for any further closing date extensions?

Yes. The Trust stated that any further extension of the closing date beyond December 22, 2025 would require approval from a majority of the Certificateholders.

Is Copper Property CTL still confident the property sale will close?

The Trust said it continues to strongly believe that closing will occur in accordance with the terms of the Purchase and Sale Agreement, indicating ongoing confidence in completing the transaction.

What transaction is Copper Property CTL discussing in this update?

The update concerns the sale of the Trust’s portfolio of remaining properties under an existing Purchase and Sale Agreement, which outlines the terms and timing for the transaction’s closing.

Where can investors find more details on Copper Property CTL’s revised closing date?

Additional details are provided in a press release dated December 9, 2025, which is referenced as Exhibit 99.1 and describes the extension of the scheduled closing date and related information.

Does the announcement change the financial terms of Copper Property CTL’s property sale?

The disclosure focuses on extending the closing date to December 22, 2025 and the need for Certificateholder approval for further extensions; it does not describe changes to the sale’s financial terms.