CPPTL majority certificateholders issue Direction Letter to Trustee

Rhea-AI Filing Summary

Copper Property CTL Pass Through Trust reported that on October 7, 2025, certificateholders holding a majority of the Trust’s outstanding certificates delivered a written Direction Letter to GLAS Trust Company LLC, as Trustee. Effective immediately, the Trustee is directed (i) not to amend, modify, supplement or waive any provision of the Purchase and Sale Agreement without consent of the Majority Certificateholders, (ii) not to extend or delay the closing under that agreement except as permitted by its terms without such consent, and (iii) to take actions necessary to give effect to these instructions. The Direction Letter is filed as Exhibit 99.1.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

OCTOBER 7, 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.

On October 7, 2025, Copper Property CTL Pass Through Trust (the “Trust”) received a written direction (the “Direction Letter”) from certain of its certificateholders holding certificates of the Trust representing, in the aggregate, a majority of the outstanding certificates of the Trust (the “Majority Certificateholders”). Pursuant to Sections 1.04, 6.09(b) and 9.02(a) of the Amended and Restated Pass Through Trust Agreement, dated January 30, 2021 (as amended, the “Trust Agreement”), the Direction Letter directs GLAS Trust Company LLC, as Trustee, effective immediately upon receipt, (i) not to amend, modify, supplement or waive any provision of the Purchase and Sale Agreement referenced in the Trust’s Form 8-K filed on September 8, 2025 without the consent of the Majority Certificateholders; (ii) not to extend or permit any extension of the closing date or otherwise delay the closing under the Purchase and Sale Agreement, other than in accordance with the requirements of the Purchase and Sale Agreement, without such consent; and (iii) take any actions necessary or appropriate under the Trust’s governing documents to give effect to the foregoing.

The foregoing description of the Direction Letter is qualified in its entirety by reference to the full text of the Direction Letter, a copy of which is filed as Exhibit 99.1 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    Written Direction of Certificateholder

*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: October 14, 2025

FAQ

What did CPPTL disclose in this 8-K?

Majority certificateholders sent a Direction Letter instructing the Trustee to restrict changes or delays to the Purchase and Sale Agreement without their consent.

Who issued the Direction Letter for CPPTL (CPPTL)?

Certificateholders representing a majority of the outstanding Trust certificates.

When was the Direction Letter delivered to the Trustee?

October 7, 2025.

Which trustee was directed by CPPTL’s majority holders?

GLAS Trust Company LLC, acting as Trustee.

What actions are restricted without majority consent?

Amendments, modifications, supplements, waivers, and any extension or delay of the closing under the Purchase and Sale Agreement beyond its terms.

Where can investors find the full Direction Letter?

It is filed as Exhibit 99.1 to the report.