Copper Property CTL (CPPTL) pushes portfolio sale closing to Nov. 7, 2025

Rhea-AI Filing Summary

Copper Property CTL Pass Through Trust filed an update explaining that the scheduled closing date for the sale of its remaining property portfolio under its Purchase and Sale Agreement has been extended to November 7, 2025, with the possibility of further extensions in certain circumstances.

The date change is intended to allow enough time to complete all steps required for closing. The Trust states it continues to strongly believe that all conditions to closing under the Agreement will be satisfied and that the transaction will close in line with the Agreement’s terms and time frames. The Trust also notes that forward-looking statements about the sale, timing, and distribution of proceeds are subject to risks and uncertainties.

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 →

0001837671falseJersey CityNJ00018376712025-10-082025-10-08

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 8, 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 8, 2025, Copper Property CTL Pass Through Trust (the “Trust”) issued a press release announcing that pursuant to the terms of the Trust’s Purchase and Sale Agreement for the sale of the Trust’s portfolio of remaining properties (as amended, the “Agreement”), the scheduled closing date has been extended to November 7, 2025, which may be further extended under certain specified circumstances.

The closing date was extended to allow sufficient time to complete all steps required for the closing. However, the Trust continues to strongly believe that all conditions for closing as required by the terms of the Agreement will be satisfied, and that closing will occur in accordance with the terms and time frames under the Agreement.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

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.

Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits.

Number

99.1    Press Release, dated October 8, 2025.

*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 8, 2025

FAQ

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

Copper Property CTL Pass Through Trust disclosed that the scheduled closing date for selling its remaining property portfolio has been extended to November 7, 2025. The extension is meant to provide enough time to complete all required closing steps under the existing Purchase and Sale Agreement.

Why was the Copper Property CTL Pass Through Trust portfolio sale closing date extended?

The closing date was extended to allow sufficient time to complete all steps required for closing under the Purchase and Sale Agreement. The Trust emphasizes that this timing change is procedural and aims to ensure every contractual and operational requirement is satisfied before the sale is completed.

Does Copper Property CTL Pass Through Trust still expect its property sale to close?

Yes, the Trust states it continues to strongly believe that all conditions for closing will be satisfied. It expects the sale to close in accordance with the terms and time frames set out in the Purchase and Sale Agreement, despite the extension to November 7, 2025.

Can the Copper Property CTL Pass Through Trust property sale closing be extended again?

The Trust notes that the new scheduled closing date of November 7, 2025 may be further extended under certain specified circumstances. Any additional extension would still be governed by the conditions and procedures outlined in the existing Purchase and Sale Agreement for the remaining properties.

What forward-looking statements did Copper Property CTL Pass Through Trust include?

The Trust includes forward-looking statements about the proposed property sale, the expected timing of the transaction, and anticipated distribution of proceeds. It highlights that these are based on current expectations and subject to risks and uncertainties that could cause actual results to differ materially.

Where can investors find more details on the Copper Property CTL Pass Through Trust announcement?

Further details are in a press release dated October 8, 2025, attached as Exhibit 99.1. The Trust also refers readers to its SEC filings for additional information and notes it has no obligation to update forward-looking statements except as required by law.