CPPTL pushes portfolio sale closing; Buyer boosts deposit

Rhea-AI Filing Summary

Copper Property CTL Pass Through Trust reported an update on its portfolio sale process. Under the existing Purchase and Sale Agreement, the Buyer has increased its deposit and the scheduled closing date has been extended to December 8, 2025. The Trust states this is the last extension option available to the Buyer under the Agreement.

The extension is intended to allow enough time to complete all steps required for closing. The Trust states it continues to strongly believe that all conditions for closing under the Agreement will be satisfied and that the closing will occur in accordance with the Agreement. A related press release is included as Exhibit 99.1.

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 →

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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

NOVEMBER 7, 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.

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 Buyer has increased its deposit and the scheduled closing date has been extended to December 8, 2025. This is the last extension option granted to Buyer under the terms of the Agreement.

The closing date was extended to allow sufficient time to complete all steps required for closing. 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 of 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 November 7, 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 CPPTL announce in this 8-K?

The Trust disclosed that the Buyer increased its deposit and the sale’s scheduled closing date was extended to December 8, 2025.

What is the new closing date for CPPTL’s property sale?

The scheduled closing date was extended to December 8, 2025.

Did the Buyer provide additional consideration?

Yes. The Buyer increased its deposit under the Purchase and Sale Agreement.

Is this the final extension under the Agreement for CPPTL (CPPTL)?

Yes. The filing states this is the last extension option granted to the Buyer under the Agreement.

Why was the closing date extended?

To allow sufficient time to complete all steps required for closing.

Does CPPTL expect the sale to close?

The Trust states it continues to strongly believe all conditions for closing will be satisfied and that closing will occur in accordance with the Agreement.

Where can I find more detail on this update?

A press release is attached as Exhibit 99.1 and incorporated by reference.