Copper Property CTL Pass Through Trust has adopted Amendment No. 4 to its Trust Agreement through written consent from Certificateholders holding a majority of Trust interests. No meeting or proxy is required, and the changes become effective 20 days after this information statement is mailed.
The amendment adds a new Section 6.12 that creates enhanced Certificateholder protections and supermajority consent rights for certain related-party property sales, transactions involving non-cash consideration, and actions when any holder controls more than 50% of Trust Interests. It also revises reserve and winddown distribution mechanics, adjusts the Targeted Disposal Period, and provides a three‑month extension to the Trust’s maximum termination date, subject to an overall cap of five years and three months from formation. As of January 29, 2026, 75 million Trust Certificates were outstanding, and several institutional investors each owned more than 5% of the Trust.
Copper Property CTL Pass Through Trust filed a current report describing recent investor communications and a new cash distribution. The Trust posted its monthly report for the period ending January 31, 2026 on its investor website and furnished it as Exhibit 99.1.
The Trust also announced a cash distribution of $0.062971 per trust certificate, payable on February 10, 2026 to certificateholders of record as of February 9, 2026. This distribution announcement was made by press release, which is included as Exhibit 99.2.
Copper Property CTL Pass Through Trust has received written consents from Certificateholders representing a majority of Trust interests as of January 29, 2026 to approve Amendment No. 4 to its Trust Agreement. No meeting or proxy is required because the action was taken by written consent.
The amendment adds a new Section 6.12 that introduces enhanced Certificateholder protections and supermajority consent rights for certain related‑party property sales, transactions involving non‑cash consideration, and specified restricted activities when any Certificateholder group owns more than 50% of Trust Interests. It also governs extensions of rolling 90‑day periods tied to the Trust’s termination date under similar ownership conditions.
Amendment No. 4 revises reserve and wind‑down distribution provisions and timelines related to property sales, provides a three‑month extension to the Trust’s maximum termination date, and adjusts the “Targeted Disposal Period” to align with the extended term. As of the Record Date, 75 million Trust Certificates were issued and outstanding, with several institutional investors each holding more than 5%.
Copper Property CTL Pass Through Trust reported that it has made new financial information available related to its key tenant, Penney Intermediate Holdings LLC. On January 12, 2026, the Trust posted Penney’s Q3-2025 consolidated financial statements for the periods ended November 1, 2025 and November 2, 2024 on its investor website, along with Q3-2025 Master Lease JCP store performance disclosures.
The Trust also issued a press release the same day describing the release of these financial statements and store performance details. Both the reporting package and the press release are furnished as exhibits to this report and are not treated as filed for liability purposes under the securities laws.
Copper Property CTL Pass Through Trust reported that it has posted its monthly report for the period ending December 31, 2025 on its investor website, providing certificateholders with updated trust information. The trust also announced a cash distribution of $0.112130 per trust certificate, payable on January 12, 2026 to certificateholders of record as of January 9, 2026.
Copper Property CTL Pass Through Trust reported its 2026 annual budget, with an aggregate budgeted total expense amount of $15,800,000. This figure reflects what the Trust currently plans to spend on its operations and related costs during 2026.
The Trust also noted that a press release has been issued and filed as an exhibit, and included standard cautionary language that certain statements about potential property sales, timing of transactions, and distributions are forward-looking and subject to risks and uncertainties.
Copper Property CTL Pass Through Trust reported that its Purchase and Sale Agreement with an affiliate of Onyx Partners, Ltd. for the sale of its remaining property portfolio terminated in accordance with its terms on December 26, 2025 after the Buyer failed to close. The Buyer has sued the Trust seeking specific performance or, alternatively, damages, while the Trust states it believes it has strong defenses and plans to contest the lawsuit and pursue its own claims and remedies.
The Trust holds $2 million of the Buyer’s total $5 million deposit and is seeking the remaining $3 million from the escrow agent, which the Buyer disputes. The $2 million is expected to be distributed to certificateholders of record on January 9, 2026 as part of the next monthly cash distribution. The Trust plans to end its prior marketing process and review new strategic alternatives for its remaining portfolio in early 2026, including potential sales, financings and other transactions.
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.
Copper Property CTL Pass Through Trust announced that, under its Purchase and Sale Agreement covering the Trust’s portfolio of remaining properties, the scheduled closing date has been extended to December 22, 2025. Any additional extension beyond this new date would require approval from a majority of the Trust’s Certificateholders.
The Trust explains that the extension is intended to allow enough time to complete all steps needed to close the transaction and states that it continues to strongly believe the sale will close in line with the Agreement’s terms. A related press release dated December 9, 2025 provides further detail on the announced update.
Copper Property CTL Pass Through Trust reported that it has posted its monthly report for the period ending November 30, 2025 on its investor website. This report, also attached as an exhibit, provides investors with updated information on the Trust’s performance and activities for the month.
The Trust also announced a cash distribution of $0.090060 per trust certificate, to be paid on December 10, 2025 to certificateholders of record as of December 9, 2025. This reflects the Trust’s ongoing practice of returning cash generated from its underlying assets to certificateholders.