Byway/Pondfield/Beechwood Report Combined 39.02% Position in CPPTL

Q: What stake does the reporting group hold in Copper Property CTL Pass Through Trust (CPPTL)?

The reporting persons collectively beneficially own 29,266,536 Trust Certificates, or 39.02% of outstanding certificates as of 6/30/2025.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Reporting persons Byway 1 Corp., Pondfield 4 Corp. and Beechwood 6 Corp. filed Amendment No. 1 to a Schedule 13D regarding the Trust Certificates of Copper Property CTL Pass Through Trust. Collectively they report beneficial ownership of 39.02% of the outstanding Trust Certificates (29,266,536 certificates) as of 6/30/2025. Individual holdings include 25.3%, 8.2% and 5.5% for the three reporting entities respectively.

The reporting persons state their holdings originated from a distribution in the issuer's January 30, 2021 reorganization and that the positions are held for investment. On 10/06/2025 they directed the Trustee to prevent amendments or extensions to a Purchase and Sale Agreement except with Majority Certificateholder consent and to avoid actions that would delay closing without such consent. No transactions were reported in the past 60 days.

Positive

Aggregate 39.02% ownership provides significant economic stake and influence over trust matters
Written Trustee directions dated 10/06/2025 proactively protect the currently announced sale terms under the PSA
Positions originated from the January 30, 2021 reorganization, indicating a known, documented source of holdings
Registration rights exist (Registration Rights and Resale Cooperation Agreement dated 1/30/2021) which support resale liquidity options

Negative

Concentrated stake of 39.02% may create friction with other holders or the trustee over sale terms
Directive to block PSA amendments or extensions could delay flexibility needed to close a complex sale if circumstances change
Shared voting/dispositive power with the Other Reporting Person could raise coordination or control ambiguity among holders
No transactions in the past 60 days means no recent market-testing of positions; liquidity assumptions are untested

Insights

Large, disclosed 39.02% stake signals material influence without asserted control.

The combined 39.02% ownership is a significant economic position that can affect votes on trust-level matters and negotiations tied to the announced sale under the PSA. The filing confirms the positions arose from the reorganization distribution on 1/30/2021 and are currently held for investment, which frames the group as long-term holders rather than short-term traders.

The October 10/06/2025 direction to the Trustee to block PSA amendments or closing extensions (absent Majority Certificateholder consent) is an active protective measure tied to the sale process; investors should note this may constrain managerial flexibility around the transaction timetable in the near term.

The group is engaging governance levers to protect sale economics while disclaiming a control intent.

The filing states the reporting persons may communicate with the manager, trustee and other stakeholders and have registration rights under an agreement dated 1/30/2021, indicating structured rights to influence disposition and resale mechanics. They expressly disclaim present plans to effect control actions or solicit proxies.

Key near-term governance items are the Trustee directions delivered on 10/06/2025 and any Majority Certificateholder responses; these will determine whether the group’s position preserves the current sale terms or leads to contestation before closing.

10/08/2025 - 05:11 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Copper Property CTL Pass Through Trust

(Name of Issuer)

Trust Certificates

(Title of Class of Securities)

217519107

(CUSIP Number)

Alyssa Petrenko
680 Washington Boulevard, Seventh Floor
Stamford, CT, 06901
(203) 569-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/08/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Trust Certificates

(b)

Name of Issuer:

Copper Property CTL Pass Through Trust

(c)

Address of Issuer's Principal Executive Offices:

3 Second Street, Suite 206, Jersey City, NEW JERSEY , 07311.

Item 1 Comment:

This Amendment No.1 to Statement on Schedule 13D (as amended, this "Schedule 13D") relates to Trust Certificates, no par value (the "Trust Certificates"), of Copper Property CTL Pass Through Trust, a New York common law trust (the "Issuer"), and is filed by and on behalf of each of the Reporting Persons to amend and supplement the Schedule 13D previously filed with the Securities and Exchange Commission (the "SEC") on September 30, 2021. The principal executive offices of the Issuer are located at 3 Second Street, Suite 206, Jersey City, NJ 07311.

Item 2.

Identity and Background

(a)

This Schedule 13D is filed by Byway 1 Corp., a Delaware corporation, Pondfield 4 Corp., a Delaware corporation, and Beechwood 6 Corp., a Delaware corporation (each, a "Reporting Person," and collectively, the "Reporting Persons").

(b)

The address of each Reporting Person's principal office is 680 Washington Boulevard, Seventh Floor, Stamford, CT 06901.

(d)

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Each Reporting Person is a Delaware Corporation.

Item 3.

Source and Amount of Funds or Other Consideration

The information in Item 5 of this Schedule 13D is incorporated herein by reference. Each Reporting Person initially acquired Trust Certificates as of January 30, 2021, by distribution by the Issuer in connection with a Plan of Reorganization under the U.S. Bankruptcy Code of Old Copper Company, Inc.

Item 4.

Purpose of Transaction

The information in Items 2, 3 and 6 of this Schedule 13D is incorporated herein by reference. Each Reporting Person holds the Trust Certificates for investment purposes. Each Reporting Person and/or the Other Reporting Person intends to review on a continuing basis the investments in the Issuer by each of the Reporting Persons. Each Reporting Person may seek to sell or otherwise dispose of some or all of the Issuer's securities from time to time, and/or may seek to acquire additional securities of the Issuer from time to time, in each case, in open market or private transactions, block sales or otherwise. Any acquisition or disposition of Issuer securities that each Reporting Person may pursue will depend on a variety of factors, including, without limitation, the price and availability of the Issuer's securities, subsequent developments affecting the Issuer, the Issuer's business and the Issuer's prospects, other investment and business opportunities available to such Reporting Person, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Reporting Person. Each Reporting Person intends to assess the merits, limitations and risks of the announced pending sale transaction for the Trust's portfolio of remaining properties pursuant to the Purchase and Sale Agreement referenced in the Trust's Current Report on Form 8-K filed September 8, 2025, as amended as of such date (the "PSA"), and to consider alternatives thereto. Each Reporting Person and/or the Other Reporting Person may take such other actions with respect to such Reporting Person's investment in the Issuer as it may deem appropriate including, without limitation, continuing to engage in communications with, and sharing ideas, perspectives and feedback with the Issuer (including through the manager or trustee of the Issuer), its or their respective representatives, other holders or prospective holders of Trust Certificates, material contract counterparties, industry participants, financing sources and/or other relevant third parties, in each case regarding the Issuer and its business, properties, operations, management, capitalization, corporate structure and/or financing alternatives. On October 6, 2025, each Reporting Person (on its own behalf and as a holder of Issuer securities) delivered a written direction to the Trustee under Section 1.04, Section 6.09(b) and Section 9.02(a) of the Trust Agreement, directing the Trustee as follows: (i) not to, and to direct the Manager not to, amend, modify, supplement or waive any provision of the PSA (including, without limitation, any such amendment, modification or supplement that would reduce the amount of, or change the form of, the consideration to be received by the Trust) or otherwise agree to any of the foregoing without the consent of Majority Certificateholders; (ii) not to, and to direct the Manager not to: (1) extend, or permit any extension of, any closing date for the sale contemplated in the PSA; (2) further extend any closing date beyond the earliest date on which the Trust is currently entitled to terminate the PSA pursuant to its terms; or (3) take any other action that would have the effect of further delaying the closing under the PSA, in all cases without the consent of Majority Certificateholders; and (iii) to take any other action necessary or appropriate under the Trust Transaction Documentation to give effect to the preceding clauses (i) and (ii), including, without limitation, effecting any necessary or appropriate amendment, supplement or modification to such documents. Capitalized terms not otherwise defined in this Item 4 have the meaning assigned thereto in the Amended and Restated Pass Through Trust Agreement of the Trust, dated as of January 30, 2021, as amended. Except as described in this Schedule 13D, no Reporting Person has any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although each Reporting Person, at any time and from time to time, may review, reconsider and change its position and/or change its purpose and/or develop such plans. Notwithstanding the foregoing, no disclosure under this Item 4 should be construed as an intent, or reservation of right, to engage in a control transaction, or any contested solicitation for the election of directors. No Reporting Person seeks directly or indirectly, either on its own or another's behalf, the power to act as proxy for any Trust security holder, and is not requesting or accepting any form of revocation, abstention, consent or authorization from any security holder.

Item 5.

Interest in Securities of the Issuer

(a)

In the aggregate, the Reporting Persons beneficially own 29,266,536 Trust Certificates, or 39.02% of the Trust Certificates outstanding as of June 30, 2025, based on the Issuer's Form 10-Q filed on August 8, 2025.

(b)

Each Reporting Person may be deemed to be controlled by Spencer B. Haber (the "Other Reporting Person") and therefore share beneficial ownership (and voting and dispositive power) of the Trust Certificates with the Other Reporting Person. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that each such Reporting Person is the beneficial owner of the Trust Certificates referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. The filing of this statement should not be construed to be an admission that each such Reporting Person or the Other Reporting Person are members of a "group" for the purposes of Sections 13(d) and 13(g) of the Exchange Act.

(c)

No Reporting Person has effected any transaction in the Trust Certificates in the past 60 days.

(d)

To the best knowledge of each Reporting Person, no person other than the Other Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Other Reporting Person identified in this Item 5.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The information set forth in Items 3, 4 and 5 of this Schedule 13D is incorporated herein by reference. Each Reporting Person has rights under a Registration Rights and Resale Cooperation Agreement, dated as of January 30, 2021 (which is incorporated by reference to Exhibit 4.1 to the Issuer's Amendment No.1 to Registration Statement on Form 10-12G filed on February 5, 2021). The description of the agreement contained in this Item 6 is not intended to be complete and is qualified in its entirety by reference to such agreement, which is incorporated by reference herein.

Item 7.

Material to be Filed as Exhibits.

Exhibit 1: Joint Filing Agreement, by and among the Reporting Persons, dated October 8, 2025.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BYWAY 1 CORP.

Signature:	Alyssa Petrenko
Name/Title:	Vice President and Co-Secretary
Date:	10/08/2025

PONDFIELD 4 CORP.

Signature:	Alyssa Petrenko
Name/Title:	Vice President and Co-Secretary
Date:	10/08/2025

Beechwood 6 Corp.

Signature:	Alyssa Petrenko
Name/Title:	Vice President and Co-Secretary
Date:	10/08/2025

Source: View Original Filing on SEC EDGAR

FAQ

What stake does the reporting group hold in Copper Property CTL Pass Through Trust (CPPTL)?

The reporting persons collectively beneficially own 29,266,536 Trust Certificates, or 39.02% of outstanding certificates as of 6/30/2025.

When did the reporting persons acquire their Trust Certificates?

The reporting persons received their Trust Certificates by distribution in connection with a Plan of Reorganization on 1/30/2021.

What action did the reporting persons take regarding the Purchase and Sale Agreement (PSA)?

On 10/06/2025 they delivered written directions to the Trustee to prevent amendments, modifications or extensions to the PSA or its closing dates without Majority Certificateholder consent.

Do the reporting persons intend to take control of the trust?

The reporting persons state they have no present plans to engage in actions described in subparagraphs (a)–(j) of Item 4 that would effectuate a control transaction and expressly disclaim seeking proxy power.

Have any of the reporting persons traded Trust Certificates recently?

No reporting person has effected any transaction in the Trust Certificates in the past 60 days.