Copper Property CTL Pass Through Trust 8-K

What Happened

• Copper Property CTL Pass Through Trust (the “Trust”) filed an 8‑K on December 22, 2025, announcing that its previously announced sale transaction to an affiliate of Onyx Partners, Ltd. (the “Buyer”) did not close as expected.
• The Trust issued a notice to the Buyer under the Purchase and Sale Agreement that if the Buyer does not close the transaction by December 26, 2025, the Agreement will terminate.
• The filing also includes standard forward‑looking statements about the proposed sale, timing, and anticipated distribution of proceeds and states the Trust has no obligation to update those statements except as required by law.

Key Details

• Buyer: affiliate of Onyx Partners, Ltd., Boston, MA.
• Filing date: December 22, 2025; potential Agreement termination date: December 26, 2025.
• Action taken: Trust issued formal notice to Buyer under the Purchase and Sale Agreement.
• Signed by: Larry Finger, Principal Financial Officer.

Why It Matters

• The Trust’s expected sale proceeds and any related anticipated distribution referenced in prior communications are now uncertain because the transaction did not close as scheduled.
• If the Buyer fails to close by December 26, 2025, the Purchase and Sale Agreement will terminate, meaning the Trust may need to pursue alternative sales or outcomes. The filing’s forward‑looking statements highlight that timing and distributions could change.