Copper Property Trust tenant Q2 profit at $54M
Copper Property CTL Pass Through Trust (CPPTL) reported that it has posted Q2‑2026 financial statements for its master lease tenant, Penney Intermediate Holdings LLC (JCPenney’s operating company), and detailed store performance for the master lease portfolio.
Rhea-AI Filing Summary
Copper Property CTL Pass Through Trust (CPPTL) reported that it has posted Q2‑2026 financial statements for its master lease tenant, Penney Intermediate Holdings LLC (JCPenney’s operating company), and detailed store performance for the master lease portfolio.
For the quarter ended August 1, 2026, Penney Intermediate generated $1.36 billion in total revenues and $54 million in net income, down from $1.48 billion and $110 million a year earlier, with comparable store sales for master lease properties declining 4.7%. Year‑to‑date, revenues were $2.68 billion and net loss $11 million. The master lease portfolio comprises 117 properties totaling 15.47 million square feet, with trailing‑12‑month tenant four‑wall EBITDAR to rent coverage of 1.1x and EBITDAR margin of 12.8%. Penney Intermediate reported $800 million of available liquidity, no borrowings under its $1.75 billion revolver, no long‑term debt outstanding and tangible net worth of $1.96 billion, and remained in liquid assets covenant compliance.
Positive
- Tenant fully delevered with strong liquidity: Penney Intermediate reported no long‑term debt outstanding as of August 1, 2026, a $200 million equity contribution from its parent year‑to‑date, and total available liquidity of $800 million with no borrowings under the $1.75 billion revolver.
- Master lease coverage above 1.0x: For the trailing 12 months ended August 1, 2026, tenant four‑wall EBITDAR for master lease properties was $141.7 million against rent of $128.7 million, yielding EBITDAR‑to‑rent coverage of 1.1x, with 63–65 properties in tiers above 1.0x coverage depending on stratification.
- Improving revenue mix and cost actions: Despite sales pressure, gross margin was 39.2% of sales in Q2‑2026; the company reported ongoing synergy initiatives related to its parent’s acquisition of SPARC Group and strategic inventory adjustments aimed at higher‑productivity categories and value‑focused assortments.
- Meaningful asset base and tangible net worth: Penney Intermediate reported total assets of $4.92 billion and tangible net worth (per master lease definition) of $1.96 billion, supporting the credit profile that underpins CPPTL’s master lease cash flows.
Negative
- Significant earnings decline: Q2‑2026 total revenues fell to $1.36 billion from $1.48 billion (about an 8% drop), while net income decreased to $54 million from $110 million; year‑to‑date results swung from $41 million net income to an $11 million net loss.
- Negative operating cash flow year‑to‑date: For the six months ended August 1, 2026, net cash used by operating activities was $294 million, compared with $177 million provided in the prior‑year period, driven by inventory build and unfavorable working‑capital movements.
- Comparable sales under pressure: Comparable store sales for master lease properties decreased 4.7% in Q2‑2026 and 3.1% on a trailing 12‑month basis, indicating ongoing demand softness despite specific category outperformance.
- Higher SG&A burden: Q2‑2026 selling, general and administrative expenses rose to $578 million from $437 million year‑over‑year (over 30% higher), contributing to operating income declining from $126 million to $57 million and pushing year‑to‑date operating results into a loss.
Filing Explained
At August 1, the tenant had cash, no long-term debt, and a parent capital contribution after operating cash use.
The
For the six months ended
The filing presents liquidity on different scopes: its narrative reports
8-K Event Classification
3 items: 7.01, 8.01, 9.01
3 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Q2 2026 Total Revenues: $1.36 billion
Q2 2026 Net Income: $54 million
Year-to-date Net Income (Loss): -$11 million
+5 more
8 metrics
Q2 2026 Total Revenues
$1.36 billion
Penney Intermediate Holdings LLC, quarter ended August 1, 2026
Q2 2026 Net Income
$54 million
Penney Intermediate Holdings LLC, quarter ended August 1, 2026; down from $110 million a year earlier
Year-to-date Net Income (Loss)
-$11 million
Six months ended August 1, 2026 vs $41 million income in prior-year period
Net Cash from Operating Activities
-$294 million
Penney Intermediate, six months ended August 1, 2026 vs $177 million provided a year earlier
Available Liquidity
$800 million
Liquidity available for future working capital needs at period end; no revolver borrowings outstanding
Tangible Net Worth
$1.96 billion
As defined in the Master Leases for Penney Intermediate as of August 1, 2026
Master Lease EBITDAR-to-Rent Coverage
1.1x
Trailing 12 months ended August 1, 2026 for 117 fee-owned and ground-leased properties
Master Lease Comparable Store Sales Change
-4.7%
Comparable store sales percent decrease for master lease properties in Q2 2026
Key Terms
Master Lease, EBITDAR, Comparable store sales, Consolidated Adjusted EBITDA, +1 more
5 terms
Master Lease financial
"related Master Lease store performance disclosures"
A master lease is a single, overarching lease agreement that covers multiple properties or assets and sets the main terms for how they will be used, paid for, and maintained—like a master key that opens many doors at once. It matters to investors because it shapes where cash flows come from, who bears operating costs and risks, and how easy it is to sell, finance, or change the assets; a strong master lease can make income more predictable, while a restrictive one can limit flexibility and increase risk.
EBITDAR financial
"Tenant's Four-Wall EBITDAR / Rent"
EBITDAR stands for Earnings Before Interest, Taxes, Depreciation, Amortization, and Rent; it measures a company's operating profit before the cost of financing, taxes, accounting write-downs, and lease or rent payments. For investors, it reveals how much cash a business generates from its core activities without the effects of capital structure or rent commitments — similar to checking how much money a store makes from selling goods before paying for the building, loan interest, or taxes.
Comparable store sales financial
"Comparable store sales percent increase/(decrease) for Master Lease Properties"
Comparable store sales measure the change in revenue generated by stores that have been open for a certain period, typically at least one year. It helps assess how well a business is growing by showing whether existing stores are attracting more customers and sales, rather than just counting new store openings. Investors use this figure to gauge the true health and performance of a company's core operations over time.
Consolidated Adjusted EBITDA financial
"Prepared in accordance with the definition of Consolidated Adjusted EBITDA"
Consolidated adjusted EBITDA is a company’s combined operating profit across all its units before interest, taxes, depreciation and amortization, further cleaned up by removing one‑time, noncash or unusual items so it shows the ongoing cash-generating performance. Think of it as the business’s engine power after stripping out financing, tax rules and one-off events—investors use it to compare operating health and value companies, but it’s not a formal accounting measure.
liquidating trust regulatory
"The Trust is intended to be treated, for tax purposes, as a liquidating trust"
A liquidating trust is a legal vehicle set up to collect, sell or manage the remaining assets of a company that is winding down and to distribute the proceeds to creditors and other stakeholders. It matters to investors because the trustee controls how quickly assets are converted to cash and how recoveries are divided, so the trust determines the timing and amount of any payouts — think of it like an executor selling a household’s belongings and paying heirs according to a plan.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Copper Property CTL Pass Through Trust (CPPTL) announce in this 8-K?
The Trust announced it made available Q2‑2026 consolidated financial statements of Penney Intermediate Holdings LLC and related Master Lease store performance disclosures, and issued a press release summarizing these tenant results and portfolio metrics.
How did Penney Intermediate Holdings LLC perform in Q2‑2026?
For the quarter ended August 1, 2026, Penney Intermediate reported $1.30 billion in net sales, $1.36 billion in total revenues and $54 million in net income, down from $1.42 billion in net sales, $1.48 billion in revenues and $110 million in net income a year earlier.
What are the year-to-date fiscal 2026 results for CPPTL’s JCPenney tenant?
For the six months ended August 1, 2026, Penney Intermediate had $2.55 billion in net sales, $2.68 billion in total revenues and a $11 million net loss, versus $2.73 billion in net sales, $2.85 billion in revenues and $41 million net income in the prior‑year period.
What liquidity and debt levels support CPPTL’s master lease tenant as of August 1, 2026?
Penney Intermediate reported $110 million of cash, access to $0.7 billion under a $1.75 billion revolving credit facility with no borrowings outstanding, and no long‑term debt, plus $800 million of total available liquidity and tangible net worth of $1.96 billion.
What is the size and rent coverage of CPPTL’s master lease portfolio?
The master lease portfolio includes 117 properties totaling 15.47 million square feet. For the trailing 12 months ended August 1, 2026, tenant four‑wall EBITDAR was $141.7 million versus rent of $128.7 million, giving EBITDAR‑to‑rent coverage of 1.1x.
How are comparable sales trending for CPPTL’s master lease properties?
Comparable store sales for master lease properties decreased 4.7% in the fiscal quarter ended August 1, 2026 and 3.1% on a trailing 12‑month basis, reflecting a pressured consumer environment despite growth in categories such as Active, Home, Jewelry, Beauty and Salon.
What is Penney Intermediate’s adjusted EBITDA and operating cash flow year-to-date 2026?
For the six months ended August 1, 2026, Penney Intermediate reported Consolidated Adjusted EBITDA of $68 million and net cash used in operating activities of $294 million, compared with $177 million of operating cash inflow in the prior‑year period.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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:
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 7.01 Regulation FD Disclosure
On September 18, 2026, Copper Property CTL Pass Through Trust (the “Trust”) made available on its investor website the Q2-2026 consolidated financial statements of Penney Intermediate Holdings LLC for the three months ended August 1, 2026 and August 2, 2025, respectively, and related Master Lease store performance disclosures. Such information is available at: www.ctltrust.net.
A copy of the store performance disclosures and the consolidated financial statements are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and both are incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01. Other Events.
On September 18, 2026, the Trust issued a press release announcing that it had released the Q2-2026 consolidated financial statements of Penney Intermediate Holdings LLC for the three months ended August 1, 2026 and August 2, 2025, respectively, and related Master Lease store performance disclosures.
A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Number
99.1 Store Reporting Package.
99.2 Penney Intermediate Holdings LLC Consolidated Financials Statements (Unaudited).
99.3 Press Release, dated September 18, 2026.
*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 18, 2026 | |||||||||||
Quarterly Reporting Package 9/11/2026 Property Ownership # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Rent Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent Fee 97 12,698,615 $16 $26,906,024 $25,257,049 $1,648,975 1.1 Ground Lease 20 2,773,724 $22 $9,991,931 $7,261,064 $2,730,868 1.4 Total 117 15,472,339 $17 $36,897,955 $32,518,112 $4,379,843 1.1 Rent Tier (B) # of Properties Square Feet 1 > $ 2.4 30 3,766,183 2 > $ 2 29 4,057,308 3 > $ 1.8 29 3,630,622 4 < $ 1.8 29 4,018,226 Total 117 15,472,339 (A) Reflects financial activity from May 3, 2026 through August 1, 2026 (Fiscal Q2 2026) (B) Reflects financial activity from August 3, 2025 through August 1, 2026 (TTM July 2026) Rent : includes book Rent, Ground Leases, Contingent Rent, CAM & accrued Real Estate Taxes EBITDA : Tenant's Unallocated Store Contribution Profit, uses book rent EBITDAR : excludes Occupancy included in calculation of EBITDA Fiscal Quarter Ended August 1, 2026(A) Fiscal Quarter Ended August 1, 2026(A) Page 1
Quarterly Reporting Package 9/11/2026 Tenant's Sales per Square Foot Tier # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Tenant's Four-Wall EBITDAR to Sales Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent > $19.7 30 3,573,744 $27 17.5% 1.6 > $15.4 29 3,850,527 $18 14.9% 1.2 > $12.5 29 3,872,104 $14 13.2% 1.0 < $12.5 29 4,175,964 $10 6.2% 0.4 Total 117 15,472,339 $17 $36,897,955 14.2% 4,379,843 1.1 EBITDAR / Rent Tier(B) # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Tenant's Four-Wall EBITDAR to Sales Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent >{1.0}x 65 7,856,408 $20 17.7% 1.6 <={1.0}x 52 7,615,931 $13 8.6% 0.6 Total 117 15,472,339 $17 $36,897,955 14.2% 4,379,843 1.1 (A) Reflects financial activity from May 3, 2026 through August 1, 2026 (Fiscal Q2 2026) (B) Reflects financial activity from August 3, 2025 through August 1, 2026 (TTM July 2026) Fiscal Quarter Ended August 1, 2026(A) Fiscal Quarter Ended August 1, 2026(A) Page 2
Quarterly Reporting Package 9/11/2026 Property Ownership # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Rent Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent Fee 97 12,698,615 $68 $104,730,308 $100,047,305 $4,683,003 1.0 Ground Lease 20 2,773,724 $90 $36,980,048 $28,686,722 $8,293,326 1.3 Total 117 15,472,339 $72 $141,710,356 $128,734,027 $12,976,329 1.1 Rent Tier (A) # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Rent Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent 1 > $ 9.6 30 3,766,183 $104 $61,093,384 $45,952,131 1.3 2 > $ 7.9 29 4,095,169 $71 $39,050,247 $35,347,020 1.1 3 > $ 7 29 3,696,953 $65 $25,724,008 $27,159,839 0.9 4 < $ 7 29 3,914,034 $48 $15,842,716 $20,275,037 0.8 Total 117 15,472,339 $72 $141,710,356 $128,734,027 $12,976,329 1.1 (A) Reflects financial activity from May 3, 2026 through August 1, 2026 (Fiscal Q2 2026) (B) Reflects financial activity from August 3, 2025 through August 1, 2026 (TTM July 2026) Rent : includes book Rent, Ground Leases, Contingent Rent, CAM & accrued Real Estate Taxes EBITDA : Tenant's Unallocated Store Contribution Profit, uses book rent EBITDAR : excludes Occupancy included in calculation of EBITDA Trailing 12 Months(B) Trailing 12 Months(B) Page 3
Quarterly Reporting Package 9/11/2026 Tenant's Sales per Square Foot Tier # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Tenant's Four-Wall EBITDAR to Sales Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent > $84.6 30 3,620,461 $112 16.0% 1.5 > $67.3 29 3,726,424 $77 14.0% 1.2 > $53.3 29 3,692,830 $61 11.5% 1.0 < $53.3 29 4,432,624 $43 5.7% 0.4 Total 117 15,472,339 $72 $141,710,356 12.8% $12,976,329 1.1 EBITDAR / Rent Tier(B) # of Properties Square Feet Tenant's Sales per Square Foot Tenant's Four-Wall EBITDAR Tenant's Four-Wall EBITDAR to Sales Tenant's Four Wall EBITDA Tenant's Four-Wall EBITDAR / Rent > {1.0}x 63 7,510,219 $87 14.8% 1.4 <= {1.0}x 54 7,962,120 $57 8.4% 0.6 Total 117 15,472,339 $72 $141,710,356 12.8% $12,976,329 1.1 (B) Reflects financial activity from August 3, 2025 through August 1, 2026 (TTM July 2026) (B) Stratifications consolidated due to insufficient store count Trailing 12 Months(A) Trailing 12 Months(A) Page 4
Quarterly Reporting Package Master Lease Guarantor Operating Performance Fiscal Quarter Ended August 1, 2026(A) Trailing 12 Months as of August 1, 2026(B) -4.7% -3.1% Yes N/A $1,961 N/A Fiscal Quarter Ended August 1, 2026(A) Trailing 12 Months as of August 1, 2026(B) 198 198 444 444 78.7 78.7 (A) Reflects financial activity from May 3, 2026 through August 1, 2026 (Fiscal Q2 2026) (B) Reflects financial activity from August 3, 2025 through August 1, 2026 (TTM July 2026) (C) Per Consolidated Financial Statements of Penney Intermediate Holdings LLC as of August 1, 2026 End of period number of stores - space leased Gross square footage of stores (in millions) Key Financial and Performance Metrics Comparable store sales percent increase/(decrease) for Master Lease Properties Liquid assets covenant compliance (as defined in the Master Leases) Tangible net worth (as defined in the Master Leases - in millions)( C) Key Portfolio Metrics End of period number of stores - fee owned and ground leased Page 5
Second Quarter Fiscal 2026 Narrative The following discussion, which presents results for the second quarter of fiscal 2026, should be read in conjunction with the accompanying Consolidated Financial Statements. Unless otherwise indicated, all references in this Narrative are as of the date presented and the Company does not undertake any obligation to update these numbers, or to revise or update any statement being made related thereto. During the second quarter of fiscal 2026, JCPenney remained focused on serving America’s working families by providing quality products at accessible values to support their everyday needs and celebrate important moments. Throughout the quarter, the Company continued to refine customer engagement initiatives through clearer value communications, targeted customer activation strategies and improved inventory allocation. Late in the quarter, JCPenney introduced Price Lock on key Kids and Juniors items, expanded deal-driven pricing and localized marketing around school calendars and customer behavior as part of its Back-to-School strategy. These initiatives were supported by a rebalanced media approach across all customer groups that resulted in improvement in the trends seen at the start of Q2. By the end of the second quarter and continuing into the start of the third quarter, significant trend improvements were seen in store traffic and e-commerce conversion, along with double-digit growth in both new loyalty program and credit card enrollments. Additionally, during the quarter, the Company launched JCPenney Marketplace, which incorporates third-party managed products as an enhancement to the JCPenney merchandise offered on its website. Initial results have outperformed expectations, and the Company is confident that JC Penney Marketplace will continue to provide incremental long-term growth to its ecommerce website. As these improvements began late in the quarter, second quarter results primarily reflect the pressured consumer environment as well as the impact of lower inventory in key traffic-driving categories. Category performance was led by Active, Home, Jewelry, Beauty and Salon. Active increased approximately 12% versus last year, supported by Nike, Team Sports and selected Adidas footwear; Home was led by Furniture, which increased 41% versus last year; Jewelry increased 9%, driven by Modern Bride and Watches; and Salon increased approximately 7% supported by retail and service activity. Beauty benefited from Skincare and new color launches, including Milani and K-Beauty. These gains were partially offset by softness in other areas of the apparel business due to lower unit inventory, in-stock gaps and softer demand in seasonal categories. As a result, the Company made strategic adjustments in its inventory strategy for the second half, rebuilding depth in proven key areas, reducing unproductive breadth and sharpening assortments around value, trend and holiday needs. Gross margin as a percent of sales was 39.2% and included the impacts of higher product costs, pricing actions taken related to cost increases, changes in category mix and increased promotional activity. The Company continues to prioritize disciplined cost and inventory management while maintaining focus on customer value. SG&A was $578M for the period and reflects an increase over last year primarily due to increased medical benefit costs and the one-time legal settlement benefit recorded in the second quarter of last year. Synergy activities related to the Company’s parent acquisition of SPARC Group remain ongoing and are expected to exceed expectations by the end of this fiscal year. Capital expenditures during the period totaled $22M and remained focused on improving the customer omnichannel experience. At the end of the period, the Company had $800M in liquidity available for future working capital needs and had nothing outstanding under the Company’s shared line of credit. Looking ahead to the upcoming holiday selling season, the Company remains focused on maintaining customer trust through competitive key-item pricing, clear promotional communication, and sharper, strategic allocations of inventory. Key strategic initiatives include continuing value focused pricing activities like Price Lock, Daily Deals, and Really Big Deals throughout the second half, as well as rebuilding inventory depth in key private label apparel brands and further improving digital availability and fulfillment. The Company plans to implement all these actions throughout the fall and holiday seasons, supported by holiday presentations centered on clear value and family moments, while continuing to monitor the consumer environment and customer response and make strategic adjustments as necessary. 3
4 PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (In millions) Three Months Ended August 1, 2026 Three Months Ended August 2, 2025 Total net sales $ 1,301 $ 1,417 Credit income 63 65 Total revenues 1,364 1,482 Costs and expenses/(income): Cost of goods sold (exclusive of depreciation and amortization shown separately below) 696 868 Selling, general and administrative 578 437 Depreciation and amortization 43 45 Real estate and other, net (15) — Restructuring, impairment, store closing and other costs 5 6 Total costs and expenses 1,307 1,356 Operating income 57 126 Net interest expense 2 16 Income before income taxes 55 110 Income tax expense 1 — Net income $ 54 $ 110 Other comprehensive income: Currency translation adjustment — (1) Comprehensive income $ 54 $ 109
5 PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Statements of Comprehensive Income (Loss) (Continued) (Unaudited) (In millions) Six Months Ended August 1, 2026 Six Months Ended August 2, 2025 Total net sales $ 2,550 $ 2,726 Credit income 127 127 Total revenues 2,677 2,853 Costs and expenses/(income): Cost of goods sold (exclusive of depreciation and amortization shown separately below) 1,472 1,675 Selling, general and administrative 1,137 999 Depreciation and amortization 85 89 Real estate and other, net (20) (1) Restructuring, impairment, store closing and other costs 7 17 Total costs and expenses 2,681 2,779 Operating income (loss) (4) 74 Net interest expense 4 31 Income (loss) before income taxes (8) 43 Income tax expense 3 2 Net income (loss) $ (11) $ 41 Other comprehensive income (loss): Currency translation adjustment (1) (1) Comprehensive income (loss) $ (12) $ 40
6 PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Balance Sheets (Unaudited) (In millions) August 1, 2026 August 2, 2025 Assets Current assets: Cash and cash equivalents $ 110 $ 236 Merchandise inventory 1,663 1,624 Prepaid expenses and other assets 121 158 Due from parent 64 154 Total current assets 1,958 2,172 Property and equipment, net 1,159 1,181 Operating lease assets 1,595 1,681 Financing lease assets 89 95 Other assets 122 131 Total assets $ 4,923 $ 5,260 Liabilities and member’s equity Current liabilities: Merchandise accounts payable $ 561 $ 554 Other accounts payable and accrued expenses 297 456 Current operating lease liabilities 76 86 Current financing lease liabilities 4 3 Current portion of long-term debt, net — 9 Total current liabilities 938 1,108 Noncurrent operating lease liabilities 1,765 1,855 Noncurrent financing lease liabilities 100 104 Long-term debt — 466 Other liabilities 46 104 Total liabilities 2,849 3,637 Member’s equity Member’s contributions 982 300 Accumulated other comprehensive loss (9) (8) Reinvested earnings 1,101 1,331 Total member’s equity 2,074 1,623 Total liabilities and member’s equity $ 4,923 $ 5,260
7 PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Statements of Member’s Equity (Unaudited) Six Months Ended August 2, 2025 (In millions) Member’s Contributions Accumulated Other Comprehensive Loss Reinvested Earnings Total Member's Equity February 1, 2025 $ 300 $ (7) $ 1,290 $ 1,583 Net income — — 41 41 Currency translation adjustment and other — (1) — (1) August 2, 2025 $ 300 $ (8) $ 1,331 $ 1,623 Six Months Ended August 1, 2026 (In millions) Member’s Contributions Accumulated Other Comprehensive Loss Reinvested Earnings Total Member's Equity January 31, 2026 $ 782 $ (8) $ 1,112 $ 1,886 Net loss — — (11) (11) Currency translation adjustment and other — (1) — (1) Capital contribution from parent 200 — — 200 August 1, 2026 $ 982 $ (9) $ 1,101 $ 2,074
8 PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Statements of Cash Flows (Unaudited) Year-to-Date Year-to-Date (In millions) August 1, 2026 August 2, 2025 Cash flows from operating activities: Net income (loss) $ (11) $ 41 Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Gain on asset disposition (20) (1) Restructuring, impairment, store closing and other costs, non-cash — 6 Depreciation and amortization 85 89 Change in cash from operating assets and liabilities: Merchandise inventory (182) (86) Prepaid expenses and other assets 17 (19) Merchandise accounts payable 113 116 Other accounts payable, accrued expenses and other liabilities (296) 31 Net cash provided (used) by operating activities (294) 177 Cash flows from investing activities: Capital expenditures (44) (53) Proceeds from sale of real estate assets 26 1 Due from parent, net 137 (151) Net cash provided (used) by investing activities 119 (203) Cash flows from financing activities: Payments of long-term debt — (5) Proceeds from equity contributions 200 — Repayments of principal portion of finance leases (3) (2) Net cash provided (used) by financing activities 197 (7) Net increase (decrease) in cash and cash equivalents 22 (33) Cash and cash equivalents at beginning of period 88 269 Cash and cash equivalents at end of period $ 110 $ 236
8 PENNEY INTERMEDIATE HOLDINGS LLC Notes to Consolidated Financial Statements (Unaudited) 1. Basis of Presentation and Consolidation These Consolidated Financial Statements (Unaudited) have been prepared in accordance with generally accepted accounting principles in the United States. The accompanying Consolidated Financial Statements (Unaudited), in the Company's opinion, include all material adjustments necessary for a fair presentation and should be read in conjunction with the Audited Consolidated Financial Statements and notes thereto for the fiscal year ended January 31, 2026. The same accounting policies are followed to prepare quarterly financial statements as are followed in preparing annual financial statements. A description of such significant accounting policies is included in the notes to the Audited Consolidated Financial Statements. The Consolidated Financial Statements (Unaudited) present the results of the Company and its subsidiaries. All significant inter- company transactions and balances have been eliminated in consolidation. Certain amounts may have been reclassified to conform with current year presentation, if necessary. Given the seasonal nature of the retail business, operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. Fiscal Year The Company’s fiscal year consists of the 52-week period ending on the Saturday closest to January 31. Every sixth year, the Company's fiscal year consists of 53 weeks ending on the Saturday closest to January 31. As used herein, “three months ended August 1, 2026” refers to the 13- week period ended August 1, 2026, and “three months ended August 2, 2025” refers to the 13- week period ended August 2, 2025. Fiscal 2026 and 2025 consist of the 52-week periods ending January 30, 2027 and January 31, 2026, respectively. 2. Revolving Credit Facility The Company is a borrower under a senior secured asset-based revolving credit facility (“Revolving Credit Facility”) that is administered by Penney Holdings LLC. The Revolving Credit Facility provides total commitments of $1.75 billion and is secured by a perfected first-priority security interest in eligible credit card receivables, eligible trade receivables, inventory and the related proceeds. The Revolving Credit Facility is available for general corporate purposes, including the issuance of letters of credit. The Company had no borrowings outstanding under the Parent’s Revolving Credit Facility as of August 1, 2026. After taking into account standby letters of credit, and draws on the facility by other borrowers, $0.7 billion remained available for future borrowings. 3. Tariff Refunds The Company is eligible to receive refunds of certain duties previously paid during fiscal 2025 under the International Emergency Economic Powers Act (IEEPA). During the second quarter of fiscal 2026, refunds received were recorded in Cost of goods sold in the Consolidated Statements of Comprehensive Income (Loss). 4. Litigation and Other Contingencies The Company is subject to various legal and governmental proceedings involving routine litigation incidental to its business. While no assurance can be given as to the ultimate outcome of these matters, the Company currently believes that the final resolution of these actions, individually or in the aggregate, will not have a material adverse effect on the Company's results of operations, financial position, liquidity or capital resources. 5. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through September 15, 2026, the date at which the financial statements were available to be issued.
PENNEY INTERMEDIATE HOLDINGS LLC Statement of Consolidated Adjusted EBITDA For the Six Months Ended August 1, 2026 (In millions) Net loss $ (11) Plus: Net interest expense 4 Income tax expense 3 Depreciation and amortization 85 Restructuring, impairment, store closing and other costs 7 Minus: Real estate and other, net (20) Consolidated adjusted EBITDA $ 68 Prepared in accordance with the definition of Consolidated Adjusted EBITDA per Section 1.1 of the Credit and Guaranty Agreement dated December 7, 2020.
Exhibit 99.3 | ||
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FOR IMMEDIATE RELEASE
September 18, 2026
Copper Property CTL Pass Through Trust Releases Q2-2026 Penney Intermediate Holdings LLC Financial Statements and Master Lease Store Performance Disclosures
Jersey City, New Jersey – Copper Property CTL Pass Through Trust (“the Trust”) has filed a Form 8-K containing the Q2-2026 consolidated financial statements of Penney Intermediate Holdings LLC for the three months ended August 1, 2026 and August 2, 2025, respectively, and related Master Lease store performance disclosures.
Additional information, including the Trust’s Monthly and Quarterly Reports, as well as other filings with the Securities and Exchange Commission (“SEC”) can be accessed via the Trust’s website at www.ctltrust.net.
About Copper Property CTL Pass Through Trust
Copper Property CTL Pass Through Trust (the “Trust”) was established to acquire 160 retail properties and 6 warehouse distribution centers (the “Properties”) from J.C. Penney as part of its Chapter 11 plan of reorganization. The Trust’s operations consist solely of owning, leasing and selling the Properties. The Trust’s objective is to sell the Properties to third-party purchasers as promptly as practicable. The Trustee of the trust is GLAS Trust Company LLC. The Trust is externally managed by an affiliate of Hilco Real Estate LLC. The Trust is intended to be treated, for tax purposes, as a liquidating trust within the meaning of United States Treasury Regulation Section 301.7701-4(d). For more information, please visit https://www.ctltrust.net/.
Forward Looking Statement
This news release contains certain “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “our vision,” “plan,” “potential,” “preliminary,” “predict,” “should,” “will,” or “would” or the negative thereof or other variations thereof or comparable terminology and include, but are not limited to, the Trust’s expectations or beliefs concerning future events and stock price performance. The Trust has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Trust believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond its control. These factors, including those discussed in the Trust’s Registration Statement on Form 10 filed with the Securities and Exchange Commission (the “SEC”), may cause its actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. For a further list and description of such risks and uncertainties, please refer to the Trust’s filings with the SEC that are available at www.sec.gov. The Trust cautions you that the list of important factors included in the Trust’s SEC filings may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this news release may not in fact occur. The Trust undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
CONTACT
Larry Finger | Principal Financial Officer Copper Property CTL Pass Through Trust 310-526-1707 | lfinger@ctltrust.net | Jessica Cummins | Senior Director Copper Property CTL Pass Through Trust 847-313-4755 | jcummins@hilcoglobal.com | ||||