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Copper Property CTL Trust (CPPTL) posts 2025 tax info online

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Copper Property CTL Pass Through Trust filed a current report describing a communication of tax information to its investors. On February 13, 2026, the Trust posted the estimated Federal income tax details for its 2025 earnings on its website and furnished a related press release as an exhibit.

The press release notes that final 2025 tax information is expected to be available by March 31, 2026, and provides a specific web page where certificateholders can download the materials. The Trust emphasizes that this material is not tax advice and encourages certificateholders to consult their own tax advisors regarding the treatment of Trust distributions.

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Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
0001837671falseJersey CityNJ00018376712026-02-132026-02-13


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

FEBRUARY 13, 2026
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 7.01    Regulation FD Disclosure

On February 13, 2026, Copper Property CTL Pass Through Trust (“the Trust”) posted the estimated Federal income tax details of the Trust’s 2025 earnings to its website.

A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.


Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits.

Number
99.1    Press Release, dated February 13, 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: February 13, 2026




6
Exhibit 99.1
image_9.jpg
FOR IMMEDIATE RELEASE
February 13, 2026

Copper Property CTL Pass Through Trust Posts Estimated 2025 Tax Information

Copper Property CTL Pass Through Trust (“the Trust”) today posted the estimated Federal income tax information of the Trust’s 2025 earnings to its website. Final information is anticipated to be posted no later than March 31, 2026. The information can be downloaded at https://www.ctltrust.net/investors/tax-information.

Nothing contained herein or therein should be construed as tax advice. Consult your tax advisor for more information. Furthermore, you may not rely upon any information herein or therein for the purpose of avoiding any penalties that may be imposed under the Internal Revenue Code. Certificateholders are encouraged to consult with their own tax advisors as to their specific tax treatment of the Trust’s distributions.

Additional information can be obtained on the Trust’s at https://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 | Sr VP Finance & Accounting
Copper Property CTL Pass Through Trust
847-313-4755 | jcummins@hilcoglobal.com

FAQ

What did Copper Property CTL Pass Through Trust (CPPTL) disclose in this 8-K filing?

Copper Property CTL Pass Through Trust disclosed that it posted estimated Federal income tax information for its 2025 earnings on its website. The filing also furnishes a press release as an exhibit, providing investors with access details and clarifying that the materials do not constitute tax advice.

Where can CPPTL investors find the Trusts estimated 2025 tax information?

Investors can download the estimated Federal income tax information for CPPTLs 2025 earnings from the Trusts website at its tax information page. The press release directs certificateholders to https://www.ctltrust.net/investors/tax-information for access to the posted materials and related updates.

When does Copper Property CTL Pass Through Trust expect to post final 2025 tax information?

The Trust states that final Federal income tax information for its 2025 earnings is anticipated to be posted no later than March 31, 2026. Until then, investors can rely on the currently posted estimates while consulting their own tax advisors regarding distribution treatment.

Does the CPPTL 2025 tax information release constitute tax advice for certificateholders?

No, the Trust explicitly states that nothing in the tax information or related materials should be construed as tax advice. Certificateholders are encouraged to consult their own tax advisors about the specific tax treatment of Copper Property CTL Pass Through Trust distributions they receive.

What is the business purpose of Copper Property CTL Pass Through Trust (CPPTL)?

Copper Property CTL Pass Through Trust was created to acquire 160 retail properties and six warehouse distribution centers from J.C. Penney under its Chapter 11 plan. The Trust focuses on owning, leasing, and selling these properties, aiming to sell them to third-party buyers as promptly as practicable.

How is Copper Property CTL Pass Through Trust structured and managed?

The Trust is intended to be treated as a liquidating trust for U.S. tax purposes under Treasury Regulation Section 301.7701-4(d). Its trustee is GLAS Trust Company LLC, and it is externally managed by an affiliate of Hilco Real Estate LLC overseeing its property-related activities.

Filing Exhibits & Attachments

4 documents