Copper Property CTL Pass Through Trust (CPPTL) warns Onyx deal may terminate

Rhea-AI Filing Summary

Copper Property CTL Pass Through Trust reported that its previously announced sale transaction with an affiliate of Onyx Partners, Ltd. of Boston, MA did not close as expected. Under the existing Purchase and Sale Agreement, the Trust has sent the buyer a notice confirming that if the buyer does not complete the transaction by December 26, 2025, the agreement will terminate. The Trust also cautions that statements about the proposed sale of properties, the timing of the transaction, and the potential distribution of proceeds are forward-looking and subject to risks and uncertainties.

Insights

Real estate and structured products analyst

The planned property sale to an Onyx affiliate has stalled and may terminate if not closed by December 26, 2025.

The disclosure states that Copper Property CTL Pass Through Trust’s previously announced sale transaction with an affiliate of Onyx Partners, Ltd. did not close. The Trust has issued a notice that, under the Purchase and Sale Agreement, failure by the buyer to close by December 26, 2025 will cause the agreement to terminate. No transaction value, asset details, or financial impact are provided in this excerpt.

The Trust highlights that statements about the proposed sale of properties, the timing of any transaction, and possible distribution of proceeds are forward-looking and subject to risks and uncertainties. This language underscores that there is no assurance the sale will be completed or that any proceeds will be realized under the current agreement. Subsequent company filings may clarify whether the buyer closes by the deadline or if the agreement is allowed to terminate.

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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 22, 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.

Copper Property CTL Pass Through Trust (the “Trust”) announced today that its previously announced sale transaction with an affiliate of Onyx Partners, Ltd. of Boston, MA (the “Buyer”) did not close. As provided for under the Purchase and Sale Agreement (the “Agreement”), the Trust issued a notice to the Buyer confirming that if the Buyer does not close the transaction by December 26, 2025, the Agreement will terminate.

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.

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 22, 2025