Copper Property CTL Pass Through Trust 8-K

What Happened Copper Property CTL Pass Through Trust (the “Trust”) announced that the amended Purchase and Sale Agreement with an affiliate of Onyx Partners, Ltd. terminated under its terms on December 26, 2025 after the Buyer failed to close. The Trust says it satisfied all closing conditions; the Buyer has sued the Trust seeking specific performance or, alternatively, damages. The Trust intends to vigorously defend the lawsuit and pursue any claims, counterclaims and remedies it deems appropriate.

Key Details

• The Agreement terminated on December 26, 2025; the Buyer is an affiliate of Onyx Partners, Ltd. (Boston, MA).
• The Buyer deposited $5.0 million; the Trust holds $2.0 million and is seeking the remaining $3.0 million from the escrow agent (Buyer disputes the Trust’s right to the $3.0M).
• The Trust will distribute the $2.0 million to certificateholders of record on January 9, 2026 as part of its next monthly cash distribution.
• The Trust expects to end its prior marketing process and will evaluate alternatives in early 2026 (sale of whole portfolio, sub‑portfolios, individual properties, financing or other strategic options) while continuing to operate under its trust agreement.

Why It Matters This filing affects certificateholders because a planned portfolio sale did not close, litigation has been initiated by the Buyer, and only part of the Buyer’s deposit ($2.0M of $5.0M) is currently available for distribution. The Trust’s future plans to market or otherwise monetize remaining properties could impact future distributions and the timing/amount of recoveries related to the failed sale and any escrow dispute. The Trust’s statements are forward‑looking and subject to risks; it will provide updates as events develop.