JCPenney parent Q1 2026 results via Copper Property CTL Pass Through (CPPTL)
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Copper Property CTL Pass Through Trust furnished Q1-2026 financial statements and store performance data for its master-lease tenant guarantor, Penney Intermediate Holdings LLC. The retailer generated total revenues of $1,313 million and a net loss of $65 million for the three months ended May 2, 2026, compared with a $69 million net loss a year earlier.
Merchandise inventory was $1.6 billion, slightly below the prior year, and capital expenditures increased to $22 million, focused on customer-facing initiatives. The company ended the quarter with no long-term debt outstanding versus $468 million a year earlier, and net interest expense fell to $2 million from $15 million. Operating cash flow was a use of $419 million, driven mainly by working-capital swings, while management highlighted progress on cost controls, synergy realization and digital and merchandising initiatives.
Positive
- None.
Negative
- None.
Insights
Tenant shows modest operating losses but clear balance sheet improvement.
Penney Intermediate Holdings LLC, the key tenant guarantor for Copper Property CTL Pass Through Trust, reported Q1-2026 revenues of $1,313 million and a net loss of $65 million, similar to the prior-year loss of $69 million. That suggests ongoing but contained operating pressure.
A notable change is leverage: long-term debt declined from $468 million to zero, cutting net interest expense from $15 million to $2 million. Inventory of $1.6 billion was slightly lower year over year, while capital spending rose to $22 million, aimed at customer-facing projects.
Working-capital movements drove $419 million of operating cash outflow in the year-to-date period, partly offset by real estate sale proceeds and parent-funding flows. For trust investors, tenant performance, covenant compliance and cash generation remain central, and subsequent quarterly disclosures will further clarify the durability of these trends.
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, and exhibit attachments filed with this report.
Key Figures
Total revenues: $1,313 million
Net loss: $65 million
Net loss prior year: $69 million
+5 more
8 metrics
Total revenues
$1,313 million
Three months ended May 2, 2026
Net loss
$65 million
Three months ended May 2, 2026
Net loss prior year
$69 million
Three months ended May 3, 2025
Long-term debt
$0
As of May 2, 2026
Long-term debt prior year
$468 million
As of May 3, 2025
Operating cash flow
($419 million)
Net cash used by operating activities, YTD May 2, 2026
Merchandise inventory
$1,559 million
As of May 2, 2026
Capital expenditures
$22 million
Year-to-date May 2, 2026
Key Terms
Master Lease, EBITDAR, asset-based revolving credit facility, IEEPA tariffs, +1 more
5 terms
Master Lease financial
"Q1-2026 Master Lease JCP 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.
asset-based revolving credit facility financial
"a senior secured asset-based revolving credit facility (“Revolving Credit Facility”)"
A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.
IEEPA tariffs financial
"Supreme Court ruling regarding the legality of the IEEPA tariffs"
Measures labeled as IEEPA tariffs are trade restrictions or charges imposed under the U.S. International Emergency Economic Powers Act, a law that lets the government respond to national emergencies with economic tools. For investors, these actions are like suddenly adding a toll to certain imports, exports or transactions: they can raise costs, disrupt supply chains, limit market access, and change a company’s revenue or risk profile overnight.
liquidating trust financial
"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.
Earnings Snapshot
Total revenues: $1,313 million
Q1 2026
Total revenues
$1,313 million
Net loss
$65 million
Net cash used by operating activities
$419 million
Long-term debt
$0
FAQ
What revenues did Penney Intermediate Holdings LLC report in Q1 2026 for CPPTL?
Penney Intermediate Holdings LLC reported total revenues of $1,313 million for the three months ended May 2, 2026. This included $1,249 million in net sales and $64 million in credit income, compared with $1,371 million total revenues a year earlier.
What was Penney Intermediate Holdings LLC’s net loss in Q1 2026?
The company recorded a net loss of $65 million for the quarter ended May 2, 2026. This compares with a net loss of $69 million in the prior-year period, reflecting similar overall profitability despite softer sales and margin pressure.
How did Penney Intermediate Holdings LLC’s debt position change year over year?
Penney Intermediate Holdings LLC ended Q1 2026 with no long-term debt outstanding, versus $468 million a year earlier. Total debt fell from $479 million to zero, contributing to a sharp reduction in net interest expense from $15 million to $2 million.
What operating cash flow did Penney Intermediate Holdings LLC generate year-to-date May 2, 2026?
Year-to-date through May 2, 2026, the company reported net cash used by operating activities of $419 million. This compared with $108 million of operating cash use in the prior-year period, largely driven by changes in inventory, payables and other working-capital items.
What were Penney Intermediate Holdings LLC’s capital expenditures and inventory in Q1 2026?
Capital expenditures were $22 million in the period, up from $18 million a year earlier, and focused on customer-facing initiatives. Merchandise inventory stood at $1,559 million at quarter-end, about 1% below the $1,571 million reported in the prior-year period.
What disclosure did Copper Property CTL Pass Through Trust make in this 8-K?
Copper Property CTL Pass Through Trust furnished Q1-2026 financial statements and master lease store performance data for Penney Intermediate Holdings LLC. These materials were posted on the Trust’s investor website and attached as exhibits, and are treated as furnished rather than filed under the Exchange Act.
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 July 9, 2026, Copper Property CTL Pass Through Trust (the “Trust”) made available on its investor website the Q1-2026 consolidated financial statements of Penney Intermediate Holdings LLC for the three months ended May 2, 2026 and May 3, 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 July 9, 2026, the Trust issued a press release announcing that it had released the Q1-2026 consolidated financial statements of Penney Intermediate Holdings LLC for the three months ended May 2, 2026 and May 3, 2025, respectively and the Q1-2026 Master Lease JCP 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 July 9, 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: July 9, 2026 | |||||||||||
Quarterly Reporting Package 6/15/2026 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 $15 $20,970,130 $25,298,092 ($4,327,961) 0.8 Ground Lease 20 2,773,724 $19 $6,787,827 $7,261,042 ($473,215) 0.9 Total 117 15,472,339 $15 $27,757,958 $32,559,134 ($4,801,176) 0.9 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 February 1, 2026 through May 2, 2026 (Fiscal Q1 2026) (B) Reflects financial activity from May 4, 2025 through May 2, 2026 (TTM April 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 May 02, 2026(A) Fiscal Quarter Ended May 02, 2026(A) Page 1
Quarterly Reporting Package 6/15/2026 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 > $18.5 30 3,554,897 $24 15.6% 1.3 > $14.8 29 3,843,241 $17 13.4% 1.0 > $11.2 29 3,715,037 $13 10.5% 0.7 < $11.2 29 4,359,164 $9 1.6% 0.1 Total 117 15,472,339 $15 $27,757,958 11.6% (4,801,176) 0.9 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 48 5,437,280 $19 17.4% 1.6 <={1.0}x 69 10,035,059 $13 7.0% 0.4 Total 117 15,472,339 $15 $27,757,958 11.6% (4,801,176) 0.9 (A) Reflects financial activity from February 1, 2026 through May 2, 2026 (Fiscal Q1 2026) (B) Reflects financial activity from May 4, 2025 through May 2, 2026 (TTM April 2026) Fiscal Quarter Ended May 02, 2026(A) Fiscal Quarter Ended May 02, 2026(A) Page 2
Quarterly Reporting Package 6/15/2026 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 $69 $114,054,254 $99,610,247 $14,444,007 1.1 Ground Lease 20 2,773,724 $90 $39,465,426 $28,497,032 $10,968,394 1.4 Total 117 15,472,339 $72 $153,519,680 $128,107,279 $25,412,401 1.2 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 $105 $64,937,975 $45,720,853 1.4 2 > $ 7.8 29 4,095,169 $72 $42,006,066 $35,119,278 1.2 3 > $ 7 29 3,647,050 $66 $28,329,633 $26,637,655 1.1 4 < $ 7 29 3,963,937 $48 $18,246,006 $20,629,493 0.9 Total 117 15,472,339 $72 $153,519,680 $128,107,279 $25,412,401 1.2 (A) Reflects financial activity from February 1, 2026 through May 2, 2026 (Fiscal Q1 2026) (B) Reflects financial activity from May 4, 2025 through May 2, 2026 (TTM April 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 6/15/2026 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 > $85.1 30 3,667,009 $113 16.8% 1.6 > $68.6 29 3,658,939 $77 15.0% 1.3 > $53.3 29 3,640,033 $62 12.0% 1.1 < $53.3 29 4,506,358 $44 7.3% 0.5 Total 117 15,472,339 $72 $153,519,680 13.7% $25,412,401 1.2 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 73 8,741,098 $86 15.2% 1.4 <= {1.0}x 44 6,731,241 $54 8.4% 0.6 Total 117 15,472,339 $72 $153,519,680 13.7% $25,412,401 1.2 (B) Reflects financial activity from May 4, 2025 through May 2, 2026 (TTM April 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 May 02, 2026(A) Trailing 12 Months as of May 02, 2026(B) -1.2% -2.2% Yes N/A $1,707 N/A Fiscal Quarter Ended May 02, 2026(A) Trailing 12 Months as of May 02, 2026(B) 198 198 447 447 79.2 79.2 (A) Reflects financial activity from February 1, 2026 through May 2, 2026 (Fiscal Q1 2026) (B) Reflects financial activity from May 4, 2025 through May 2, 2026 (TTM April 2026) (C) Per Consolidated Financial Statements of Penney Intermediate Holdings LLC as of May 2, 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(B) Liquid assets covenant compliance (as defined in the Master Leases) Tangible net worth (as defined in the Master Leases - in millions)( B) Key Portfolio Metrics End of period number of stores - fee owned and ground leased Page 5
1 PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Financial Statements (Unaudited) May 2, 2026 and May 3, 2025
2 PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Financial Statements (Unaudited) May 2, 2026 and May 3, 2025 Table of Contents Page 3 4 5 6 Narrative Report Consolidated Statements of Comprehensive Income (Loss) Consolidated Balance Sheets Consolidated Statements of Member’s Equity Consolidated Statements of Cash Flows Notes to the Consolidated Financial Statements 7 8
First Quarter Fiscal 2026 Narrative Report The following discussion, which presents results for the first quarter of fiscal 2026, should be read in conjunction with the accompanying Consolidated Financial Statements and notes thereto. 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 first quarter of fiscal 2026, JCPenney continued to prioritize providing America’s diverse working families with fashion choices at a compelling value that fits within their discretionary budgets in the current economic environment. Customer engagement during the period included events and value-oriented offers such as the Spring 2026 Really Big Deals program, which generated sales growth and additional customer traffic. Prior investments made in the digital experience resulted in digital traffic increases of 5% alongside average order value increases in the quarter. In addition, credit income increased $2 million over the prior year. Overall, the Company was able to strategically manage through the softer demand environment, resulting in outperformance against internal expectations for the period. Gross margin declined primarily as a result of tariff costs, shifts in category mix and increased promotional activity. Category performance was led by Active, Jewelry and Home. Active increased significantly versus last year, driven by an expanded offering of Nike apparel and NCAA fleece, while Jewelry increases were driven by Gemstones, growth in Silver, and continued momentum in Watches. Home exceeded expectations across Bed, Bath, Electrics and Rugs. Additional strong performers included Women’s Apparel private brands St. John’s Bay and Liz Claiborne, while Beauty and Salon performance benefited from new fragrance launches during the quarter. Selling, general and administrative expenses decreased from the prior-year period, reflecting continued cost management. Restructuring, impairment, store closing and other costs were $2 million that were related to various activities including facility closures and transition costs associated with the acquisition. Synergy activities related to the Company’s parent acquisition of SPARC Group are ongoing, and, to date, the Company has already achieved more than was expected. It is currently anticipated that the entirety of the synergies expected to be activated by the end of 2027 will be fully activated by the end of this fiscal year. Additionally, it is anticipated that the Company will exceed the initial expected synergy savings in connection with the acquisition. Capital expenditures during the period were $22 million, compared with $18 million in the prior- year period, and were focused on customer-facing initiatives. As of the end of the quarter, merchandise inventory was $1.6 billion, 1% below last year. In connection with the Supreme Court ruling regarding the legality of the IEEPA tariffs, the Company anticipates receiving significant refunds in fiscal 2026, with some potentially occurring as late as 2027. As the timing of the payments is uncertain, the Company is not making any anticipatory accruals but rather expects to record the refunds as received. As of the end of the first quarter, no refunds have been collected, and therefore no impact is reflected in these financial statements. The first refunds will be included in the second quarter results. The Company ended the quarter with no long-term debt outstanding, compared with $468 million in the prior-year period. The Company also had no borrowings outstanding under the Parent’s Revolving Credit Facility as of quarter-end. As a result of lower debt balances, net interest expense declined to $2 million from $15 million in the same period last year and primarily relates to capital lease interest costs. 3
4 PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (In millions) Three Months Ended May 2, 2026 Three Months Ended May 3, 2025 Total net sales $ 1,249 $ 1,309 Credit income 64 62 Total revenues 1,313 1,371 Costs and expenses/(income): Cost of goods sold (exclusive of depreciation and amortization shown separately below) 776 807 Selling, general and administrative 559 562 Depreciation and amortization 43 44 Real estate and other, net (5) (1) Restructuring, impairment, store closing and other costs 2 11 Total costs and expenses 1,375 1,423 Operating loss (62) (52) Net interest expense 2 15 Loss before income taxes (64) (67) Income tax expense 1 2 Net loss $ (65) $ (69) Other comprehensive loss: Currency translation adjustment (1) — Comprehensive loss $ (66) $ (69) See accompanying Notes to Consolidated Financial Statements (Unaudited).
5 PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Balance Sheets (Unaudited) (In millions) May 2, 2026 May 3, 2025 Assets Current assets: Cash and cash equivalents $ 96 $ 140 Merchandise inventory 1,559 1,571 Prepaid expenses and other assets 177 167 Due from parent — 15 Total current assets 1,832 1,893 Property and equipment, net 1,186 1,194 Operating lease assets 1,624 1,688 Financing lease assets 91 96 Other assets 121 133 Total assets $ 4,854 $ 5,004 Liabilities and member’s equity Current liabilities: Merchandise accounts payable $ 445 $ 415 Other accounts payable and accrued expenses 322 430 Due to parent 241 — Current operating lease liabilities 89 85 Current financing lease liabilities 4 3 Current portion of long-term debt, net — 9 Total current liabilities 1,101 942 Noncurrent operating lease liabilities 1,786 1,864 Noncurrent financing lease liabilities 101 104 Long-term debt — 468 Other liabilities 46 104 Total liabilities 3,034 3,482 Member’s equity Member’s contributions 782 300 Accumulated other comprehensive loss (9) (7) Reinvested earnings 1,047 1,229 Total member’s equity 1,820 1,522 Total liabilities and member’s equity $ 4,854 $ 5,004 See accompanying Notes to Consolidated Financial Statements (Unaudited).
6 PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Statements of Member’s Equity (Unaudited) Three Months Ended May 3, 2025 (In millions) Member’s Contributions Accumulated Other Comprehensive Loss Reinvested Earnings Total Member's Equity February 1, 2025 $ 300 $ (7) $ 1,298 $ 1,591 Net loss — — (69) (69) May 3, 2025 $ 300 $ (7) $ 1,229 $ 1,522 Three Months Ended May 2, 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 — — (65) (65) Currency translation adjustment and other — (1) — (1) May 2, 2026 $ 782 $ (9) $ 1,047 $ 1,820 See accompanying Notes to Consolidated Financial Statements (Unaudited).
7 PENNEY INTERMEDIATE HOLDINGS LLC Consolidated Statements of Cash Flows (Unaudited) Year-to-Date Year-to-Date (In millions) May 2, 2026 May 3, 2025 Cash flows from operating activities: Net loss $ (65) $ (69) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Gain on asset disposition (5) (1) Restructuring, impairment, store closing and other costs, non-cash — 6 Depreciation and amortization 43 44 Change in cash from operating assets and liabilities: Merchandise inventory (78) (33) Prepaid expenses and other assets (41) (44) Merchandise accounts payable (3) (23) Other accounts payable, accrued expenses and other liabilities (270) 12 Net cash used by operating activities (419) (108) Cash flows from investing activities: Capital expenditures (22) (18) Proceeds from sale of real estate assets 8 1 Due from parent, net 201 — Net cash provided (used) by investing activities 187 (17) Cash flows from financing activities: Payments of long-term debt — (3) Proceeds from borrowings under revolving credit facility 750 44 Payments of borrowings under revolving credit facility (750) (44) Due to parent, net 241 — Repayments of principal portion of finance leases (1) (1) Net cash provided (used) by financing activities 240 (4) Net increase (decrease) in cash and cash equivalents 8 (129) Cash and cash equivalents at beginning of period 88 269 Cash and cash equivalents at end of period $ 96 $ 140 See accompanying Notes to Consolidated Financial Statements (Unaudited).
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 May 2, 2026” refers to the 13- week period ended May 2, 2026, and “three months ended May 3, 2025” refers to the 13-week period ended May 3, 2025. Fiscal 2026 and 2025 consist of the 52-week periods ending January 30, 2027 and January 31, 2026, respectively. 2. Long-Term Debt (In millions) May 2, 2026 May 3, 2025 Issue: ABL Term Loan $ — $ 319 ABL FILO Loan — 160 Total debt — 479 Unamortized debt issuance costs — (2) Less: current maturities — (9) Total long-term debt $ — $ 468 3. 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 May 2, 2026. After taking into account borrowing base limitations, outstanding standby letters of credit, and draws on the facility by other borrowers, $0.3 billion remained available for future borrowings. 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
9 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 June 16, 2026, the date at which the financial statements were available to be issued.
Exhibit 99.3 | ||
 | ||
FOR IMMEDIATE RELEASE
July 9, 2026
Copper Property CTL Pass Through Trust Releases Q1-2026 Penney Intermediate Holdings LLC Financial Statements
Jersey City, New Jersey – Copper Property CTL Pass Through Trust (“the Trust”) has filed a Form 8-K containing the Q1-2026 consolidated financial statements of Penney Intermediate Holdings LLC for the period ended May 2, 2026 and May 3, 2025, respectively and the Q1-2026 Master Lease JCP 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 | ||||