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)
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New York | 000-56236 | 85-6822811 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 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:
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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.
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| COPPER PROPERTY CTL PASS THROUGH TRUST |
| By: | /s/ Larry Finger | |
| | Larry Finger | |
| | Principal Financial Officer | |
Date: October 8, 2025 | | | |
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