Copper Property CTL Pass Through Trust Announces Purchase and Sale Agreement Amendment (Form 8-K)

Copper Property CTL Pass Through Trust Announces Purchase and Sale Agreement Amendment

Jersey City, New Jersey - Copper Property CTL Pass Through Trust (the "Trust") announced today that on September 8, 2025, the Trust and an affiliate of Onyx Partners, Ltd. of Boston, MA (the "Buyer"), entered into a Second Amendment to its Purchase and Sale Agreement (as amended, the "Agreement") for the sale of the Trust's portfolio of remaining properties (collectively, the "Properties").

The Amendment extended the scheduled closing date to October 8, 2025, which may be further extended under certain specified circumstances. While the Trust strongly believes that all conditions for closing as required by the Agreement will be satisfied, the Amendment was entered into to allow sufficient time to complete all steps required for the closing.

On September 4, 2025, the Trust completed the sale of two properties in accordance with right of first refusals (ROFR) in favor of adjoining property owners. The total purchase price for the two properties was equal to the $12.4 million total amount allocated under the Agreement for those properties. Accordingly, an adjustment to the purchase price under the Agreement in the amount of $12.4 million was made to bring the total purchase price under the Agreement to $935 million in an all-cash transaction, subject to customary closing adjustments and prorations.

Additional information, including the Trust's Monthly and Quarterly Reports, as well as other filings with the 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/.