JCP store performance under Copper Property (CPPTL) Master Lease detailed
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Copper Property CTL Pass Through Trust filed an 8-K to share Q4 2025 Master Lease JCP store performance data and attached a detailed store reporting package and press release. The portfolio covers 117 properties totaling 15.47 million square feet.
For fiscal Q4 2025, tenant sales averaged $23 per square foot, with tenant four-wall EBITDAR of $46.7 million and an EBITDAR-to-rent coverage ratio of 1.5x. On a trailing 12‑month basis, sales were $73 per square foot, EBITDAR was $156.0 million, and coverage was 1.2x.
Master lease comparable store sales declined 4.9% in fiscal Q4 2025 and 2.6% for the trailing 12 months, but liquid assets remained in covenant compliance and tangible net worth was reported at $1,773 million. The Trust reiterates that its operations focus on owning, leasing and selling the JCP properties.
Positive
- None.
Negative
- None.
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
Properties under master lease: 117 properties
Leased square footage: 15,472,339 square feet
Q4 tenant sales density: $23 per square foot
+5 more
8 metrics
Properties under master lease
117 properties
Q4 2025 portfolio under Master Lease
Leased square footage
15,472,339 square feet
Q4 2025 master lease portfolio size
Q4 tenant sales density
$23 per square foot
Fiscal quarter ended January 31, 2026
Q4 tenant EBITDAR
$46,695,331
Tenant four-wall EBITDAR for fiscal Q4 2025
Q4 EBITDAR-to-rent coverage
1.5x
Fiscal quarter ended January 31, 2026
TTM tenant sales density
$73 per square foot
Trailing 12 months to January 31, 2026
Comparable store sales change
-4.9% Q4; -2.6% TTM
Master lease properties performance
Tangible net worth
$1,773 million
As defined in Master Leases, as of January 31, 2026
Key Terms
Master Lease, EBITDAR, liquidating trust, comparable store sales, +2 more
6 terms
Master Lease financial
"Q4 2025 Master Lease 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.
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.
comparable store sales financial
"Comparable store sales percent increase/(decrease) for Master Lease Properties"
Comparable store sales measure the change in revenue generated by stores that have been open for a certain period, typically at least one year. It helps assess how well a business is growing by showing whether existing stores are attracting more customers and sales, rather than just counting new store openings. Investors use this figure to gauge the true health and performance of a company's core operations over time.
tangible net worth financial
"Tangible net worth (as defined in the Master Leases - in millions)"
Chapter 11 plan of reorganization financial
"acquire 160 retail properties and 6 warehouse distribution centers ... as part of its Chapter 11 plan of reorganization"
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)
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(201 ) 839-2200
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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:
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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 April 7, 2026, Copper Property CTL Pass Through Trust (the “Trust”) made available on its investor website the Q4 2025 Master Lease store performance disclosures. Such information is available at: www.ctltrust.net.
A copy of the store performance disclosures is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, 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 April 7, 2026, the Trust issued a press release announcing that it had released the Q4 2025 Master Lease required store performance disclosures.
A copy of the press release is attached as Exhibit 99.2 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 Press Release, dated April 7, 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: April 7, 2026 | |||||||||||
Quarterly Reporting Package 3/13/2026 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 $22 $34,412,921 $24,663,607 $9,749,314 1.4 Ground Lease 20 2,773,724 $28 $12,282,409 $7,142,913 $5,139,497 1.7 Total 117 15,472,339 $23 $46,695,331 $31,806,520 $14,888,811 1.5 Rent Tier (B) # of Properties Square Feet 1 > $ 2.4 30 3,796,048 2 > $ 1.9 29 4,036,352 3 > $ 1.7 29 3,712,545 4 < $ 1.7 29 3,927,394 Total 117 15,472,339 (A) Reflects financial activity from November 2, 2025 through January 31, 2026 (Fiscal Q4 2025) (B) Reflects financial activity from February 2, 2025 through January 31, 2026 (TTM January 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 January 31, 2026(A) Fiscal Quarter Ended January 31, 2026(A) Page 1
Quarterly Reporting Package 3/13/2026 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 > $28.5 30 3,626,052 $36 16.6% 2.1 > $21.9 29 3,802,121 $25 14.0% 1.6 > $16.5 29 3,707,479 $19 11.2% 1.2 < $16.5 29 4,336,687 $13 6.3% 0.5 Total 117 15,472,339 $23 $46,695,331 13.1% 14,888,811 1.5 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 84 10,808,132 $26 14.7% 1.8 <={1.0}x 33 4,664,207 $16 7.2% 0.6 Total 117 15,472,339 $23 $46,695,331 13.1% 14,888,811 1.5 (A) Reflects financial activity from November 2, 2025 through January 31, 2026 (Fiscal Q4 2025) (B) Reflects financial activity from February 2, 2025 through January 31, 2026 (TTM January 2026) Fiscal Quarter Ended January 31, 2026(A) Fiscal Quarter Ended January 31, 2026(A) Page 2
Quarterly Reporting Package 3/13/2026 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 $115,966,751 $99,125,892 $16,840,859 1.2 Ground Lease 20 2,773,724 $91 $40,071,611 $28,303,668 $11,767,943 1.4 Total 117 15,472,339 $73 $156,038,362 $127,429,560 $28,608,803 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 > $ 9.5 30 3,766,183 $105 $65,996,691 $45,488,525 1.5 2 > $ 7.7 29 4,095,169 $72 $42,164,421 $34,875,576 1.2 3 > $ 7 29 3,635,557 $67 $30,362,025 $26,433,040 1.1 4 < $ 7 29 3,975,430 $48 $17,515,225 $20,632,419 0.8 Total 117 15,472,339 $73 $156,038,362 $127,429,560 $28,608,803 1.2 (A) Reflects financial activity from November 2, 2025 through January 31, 2026 (Fiscal Q4 2025) (B) Reflects financial activity from February 2, 2025 through January 31, 2026 (TTM January 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 3/13/2026 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 > $85.4 30 3,601,034 $114 17.1% 1.7 > $69.3 29 3,745,535 $77 15.0% 1.3 > $53.7 29 3,619,412 $62 12.3% 1.1 < $53.7 29 4,506,358 $44 7.4% 0.5 Total 117 15,472,339 $73 $156,038,362 13.9% $28,608,803 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 > {2.0}x 14 1,428,984 $121 20.3% 2.7 > {1.0}x <{2.0}x 60 8,997,406 $86 15.3% 1.4 <= {1.0}x 43 6,474,933 $54 8.3% 0.6 Total 117 15,472,339 $73 $156,038,362 13.9% $28,608,803 1.2 (B) Reflects financial activity from February 2, 2025 through January 31, 2026 (TTM January 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 January 31, 2026(A) Trailing 12 Months as of January 31, 2026(B) -4.9% -2.6% Yes N/A $1,773 N/A Fiscal Quarter Ended January 31, 2026(A) Trailing 12 Months as of January 31, 2026(B) 198 198 448 448 79.4 79.4 (A) Reflects financial activity from November 2, 2025 through January 31, 2026 (Fiscal Q4 2025) (B) Reflects financial activity from February 2, 2025 through January 31, 2026 (TTM January 2026) (C) Per Consolidated Financial Statements of Penney Intermediate Holdings LLC as of January 31, 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
Exhibit 99.2 | ||
 | ||
FOR IMMEDIATE RELEASE
April 7, 2026
Copper Property CTL Pass Through Trust Issues Q4 2025 Master Lease JCP Store Performance Disclosures
Jersey City, New Jersey – Copper Property CTL Pass Through Trust (“the Trust”) has filed a Form 8-K containing Q4 2025 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 | Sr. Vice President, Finance & Accounting Copper Property CTL Pass Through Trust 847-313-4755 | jcummins@hilcoglobal.com | ||||
FAQ
What did Copper Property CTL Pass Through Trust (CPPTL) disclose in its latest 8-K?
Copper Property CTL Pass Through Trust disclosed Q4 2025 JCP master lease store performance. The filing includes a store reporting package and press release with sales per square foot, EBITDAR, rent coverage ratios, and key portfolio metrics across 117 properties totaling 15.47 million square feet.
How did CPPTL’s JCP master lease properties perform in Q4 2025?
In fiscal Q4 2025, tenant sales averaged $23 per square foot. Tenant four-wall EBITDAR was $46.7 million and the EBITDAR-to-rent coverage ratio was 1.5x across 117 J.C. Penney-occupied properties representing 15.47 million square feet under the master lease.
What are the trailing 12-month performance metrics for CPPTL’s JCP portfolio?
Over the trailing 12 months to January 31, 2026, sales were $73 per square foot. Tenant four-wall EBITDAR totaled $156.0 million with an EBITDAR-to-rent coverage ratio of 1.2x, reflecting overall store performance across the same 117 master lease properties.
How did comparable store sales trend for CPPTL’s master lease properties?
Comparable store sales for master lease properties declined 4.9% in fiscal Q4 2025. For the trailing 12 months ended January 31, 2026, comparable store sales decreased 2.6%, indicating modest negative sales trends across the J.C. Penney locations covered by the master lease.
Is the Copper Property CTL Pass Through Trust in compliance with its master lease covenants?
The Trust reported liquid assets covenant compliance under the master leases. As of January 31, 2026, it also disclosed tangible net worth of $1,773 million, suggesting it met defined financial thresholds tied to liquidity and net worth for the master lease guarantor.
How large is CPPTL’s JCP property portfolio by store count and square footage?
The Trust’s portfolio includes 198 JCP stores under lease, with 79.4 million square feet. Within the master lease reporting, 117 properties totaling 15.47 million square feet are analyzed for sales, EBITDAR, and rent coverage performance metrics across fee-owned and ground-leased sites.