CPPTL 10-K & 10-Q changes, risk factors and insider trading

Disruptions in the financial markets and deteriorating economic conditions could adversely affect the values of our investments and our ability to find buyers of our assets. The capital and credit markets have been experiencing extreme volatility and disruption. These disruptions in the financial markets as well as deteriorating economic and geopolitical conditions could adversely affect the values of our investments. This turmoil in the capital markets has constrained equity and debt capital available for investment in commercial real estate, resulting in fewer buyers seeking to acquire commercial properties and possibly lowering property values. Rising interest rates havecan likewise causedcause cap rates to increase, which results in lower property values. While the Federal Reserve lowered interest rates in 2025 and has indicated that they may cut interest rates again in 2026, interest rates remain elevated compared to prior years, and there is no guarantee that the Federal Reserve will further reduce rates. These deterioratinguncertain economic conditions may also have various other negative effects for the portfolio of our investments, such as declining sales for the Tenant and its affiliates, which in turn would increase the likelihood of a default by the Tenant under the Lease.

If the Trust is unable to sell the Properties within the approved sale period, as the same may be extended by a vote of the Certificateholders, the Properties may be transferred into a REIT.REIT or other alternative investment vehicle. The Trust may not be able to sell all of the Properties by DecemberApril 10,30, 2025,2026, or any extended sale period approved by the Certificateholders (the “approved sale period”). Should the Trust be unable to sell all of the Properties within the approved sale period, the Manager may develop a plan for the conversion of one or more subsidiaries of the Trust to a REIT, the contribution of one or more of the Properties to an existing REIT,REIT or the transfer of the Properties to an alternative investment vehicle. If the remaining Properties are held by a newly-formed REIT, the requirements applicable to such a REIT may delay further sales of Properties. Upon transfer of properties into a REIT, the amount or timing of distributions may be negatively affected. As of December 31, 2024,2025, the Trust has not yet committed to an extension beyond April 30, 2026 or a plan for conversion but will continue to evaluate its options.

Furthermore, competition may begin to emerge on the basis of information technology infrastructure as well.infrastructure. We expect our competitors to continue to improve their information technology systems, including with the use of artificial intelligence (“AI”) and machine learning solutions, possibly to interact with lessees and buyers, provide regular updates on maintenance status and predict maintenance requirements for their properties, sell their properties and support and grow their customer base. Our ability to innovate our own technology infrastructure and appropriately address user experience will affect our ability to compete.

Environmental compliance costs and liabilities associated with the Properties may materially impair the value of those assets. As an owner of real property, the Trust is subject to various federal, state and local environmental and health and safety laws and regulations which are becoming increasingly stringent. Although the Trust does not operate or manage the Properties, the Trust may be held primarily or jointly and severally liable for costs relating to the investigation and clean-up of any property from which there has been a release or threatened release of a regulated material as well as other affected properties, regardless of whether the Trust knew of or caused the release. The failure to properly clean a Property may adversely affect our ability to lease, sell or rent the Property or to borrow funds using the Property as collateral. Further, some environmental laws create a lien on a contaminated site in favor of the government for damages and the costs the government incurs in connection with such contamination. In addition, the presence of contamination or the failure to remediate contamination may adversely affect the Trust’s ability to sell the Properties.

InflationInflation, tariffs and increasedeconomic interest ratesconditions may increase our operating and capital costs. In 2022, inflationary pressures resulting from COVID-19 relief and aid programs, supply chain constraints and generally improved economic conditions increased our costs for third-party compensation and other costs necessary to operate our business, and our customers’ costs of living. The general economy in 2022 was also affected by the war in Ukraine and associated increase in energy costs. While the global inflation rate began to ease somewhat in 2023 and 2024 as a result of central bank policy tightening, core inflation remains persistent. As a result of the decline in global inflation, the U.S. Federal Reserve cut the federal funds rate three times in 2024 by a total of 100 basis points. However,In 2025, the U.S.federal Federalreserve Reservecut heldtheir rates steadyby 75 basis points and has indicated that they may cut interest rates again in their January 2025 meeting and indicated the pause will likely continue for the remainder of 2025.2026.

After almost 10 years of low interest rate environments, inflationary pressures and efforts in the U.S. and around the world to combat inflation have resulted in increased interest rates by central banks globally. As a result, to the extent we incur any indebtedness, the interest rates we are charged may be significantly higher than what would have been expected in prior years. Furthermore, the increased interest rates could affect our Tenant's businessesbusiness and borrowing costs, which in turn could impact their ability to make timely payments to us. The continued risk of tariffs, whether newly imposed or expanded also creates uncertainty in pricing, sourcing and planning for our Tenant. Given that core inflation has proved persistent,persistent and tariffs may be used as geopolitical or trade tools, there is no tellingassurance ifthat interest ratesrates, costs or tariff-related pressures will stabilize, increase or decrease.decrease in the foreseeable future.

•actual or anticipated fluctuations in the Trust’s or the Tenant's quarterly or annual financial results;

The Trust Agreement includes provisions that limit the Certificateholders’ approval rights. Under the Trust Agreement, the Certificateholders have limited approval rights and the Trust will not have Certificateholder meetings. The Certificateholders take no part in the management or control of the Trust.Trust, but have given direction through majority Certificateholders vote under the Trust Agreement. Accordingly, the Certificateholders do not have the right to authorize actions, appoint service providers or take other actions asthat may be taken by shareholders of other trusts or companies where shares carry such rights. The Certificateholders’ limited voting rights give significant control under the Trust Agreement to the Manager and the Trustee. The Manager and the Trustee may take actions in the operation of the Trust that may be adverse to the interests of the Certificateholders and may adversely affect the value of the Trust Certificates.

•governmental regulations, tariffs, tax laws and rates and similar matters;

•pandemics or other public health crises, such as COVID-19,crises and the related impact on (i) our ability to manage our properties, finance our operations and perform necessary administrative and reporting functions and (ii) our tenant’s ability to operate their businesses, generate sales and meet their financial obligations, including the obligation to pay rent, capital expenditures and other charges as specified in their leases;

Inflation RiskRisk, Tariffs and Economic Conditions

AlthoughWhile the disruptions stemmingcaused fromby the COVID-19 pandemic have largely subsided, the Trust and the broader U.S. economy continue to face risks from persistent inflation, rising interest rates,rate uncertainty, reduced consumer spending, labor shortages, supply chain disruptionsdisruptions, the imposition of tariffs and volatility in the global capital marketsmarkets. volatility pose continued risk to the Company and the U.S. economy. The ongoingOngoing and potential future impacts of global conflicts, such as between Russia and Ukraine and in the Middle East, among others, isas well as evolving governmental policies, particularly the imposition of tariffs are also contributing to heightened economic and geopolitical uncertainty. The recent broadening of international tariffs has already led to increased market volatility and may continue to affect economic conditions in the future. Downturns in the generalglobal economy and the increased tariffs could cause a decline in the demand for our propertiestenant's products and our Tenants’ products.properties. Our operations could also be impacted by inflation and increasedchanges in interest rates. Inflation did not have a material effect on our business, financial condition or results of operations for the years ended December 31, 20242025 and 2023.2024.

As discussed in Item 1, "Environmental Matters" and Item 1A, "Risk Factors - Environmental compliance costs and liabilities associated with the Properties may materially impair the value of those assets.”, ourOur Properties are subject to comprehensive and frequently changingevolving federal, state and local environmental and occupational health and safety laws. We have made, and will continue to make, capital and other expenditures to comply with environmental requirements. While we do not currently anticipate any material adverse effect on our business, financial condition or competitive position as a result of our efforts to comply with such requirements, new or more stringent laws or regulations regarding environmental and worker health and safety laws could affect our operations and increase our operational and compliance expenditures. It is also possible that liabilities from newly-discovered non-compliance or contamination could have a material adverse effect on our business, financial condition and results of operations.

Copper Property CTL Pass Through Trust exists for the sole purpose of collecting rent, holding, administering, distributing and monetizing the Properties for the benefit of Certificateholders. As of December 31, 2024,2025, we owned 121117 Retail Properties in the United States, 2120 of which are encumbered by ground leases, across 35 states and Puerto Rico, representing 16.115.5 million square feet of leasable space. The number of retail operating properties decreased to 117 as of December 31, 2025 from 121 as of December 31, 2024 from 130 as of December 31, 2023 as a result of ninefour dispositions during 2024.2025.

The following describes the changes on the Trust’s consolidated statements of operations that resulted in the increasedecrease to net income attributable to Certificateholders during the year ended December 31, 2024, as compared to the year ended December 31, 2023:

Lease income - The net decrease in lease income of $1,198 for the year ended months ended December 31, 2024, respectively, as compared to the corresponding periodsperiod in 2023, is due to dispositions induring 2023 and 2024, partially offset by the CPI adjustment ofto base rent as of December 7, 2023 and 2024.

Depreciation and amortization - The decrease in depreciation and amortization of $763 for the year ended December 31, 2024, respectively, as compared to the corresponding period in 2023,2023 is due to the disposition of nine12 Retail Propertiesproperties between DecemberJanuary 31,1, 2023 and December 31, 2024.

Provision for impairment of investment properties - Provisions for impairment are recorded when events or changes in circumstances indicate that the carrying amount of an investment property may not be recoverable and are not necessarily comparable period-to-period. During the year ended December 31, 2024, the Trust recorded an impairment charge of $2,081. During the year ended December 31, 2023, no impairment charge was recorded.

General and administrative expenses - The net decrease in general and administrative expenses of $3,651$353 for the year ended December 31, 2023,2024, as compared to the corresponding period in 2022,2023, is primarily due to decreases in insurance expense and legalprofessional expenses.fees.

Other income - Other income consists of interest income earned on investments in money market instruments and non-recurring income. The increasenet decrease in other income of $1,077$224 for the year ended December 31, 2023,2024, as compared to the corresponding period in 2022,2023, is due to a decrease of $371 in consent fees and other income received by the Trust, partially offset by an increase of $147 in interest income andearned consentby feethe income.Trust.

We define NOI as all revenues other than (i) straight-line rental income (non-cash), (ii) amortization of above and below market lease intangibles, (iii) interest income and (iv) non-cash ground lease reimbursement income, less all operating expenses other than (i) non-cash ground rent expense, which is comprised of amortization of right-of-use lease assets and amortization of lease liabilities, (ii) depreciation and amortization, (iii) general and administrative expenses and (iv) formation expenses. We use NOI internally to evaluate our financial and operating performance. We believe that NOI, which is a supplemental non-GAAP financial measure, also provides an additional and useful operating perspective to investors not immediately apparent from “Net income” in accordance with accounting principles generally accepted in the United States ("GAAP"). We do not, nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Comparison of our presentation of NOI to similarly titled measures for other entities may not necessarily be meaningful due to possible differences in definition and application by such entities. For reference and as an aid in understanding our computation of NOI, a reconciliation of net income as computed in accordance with GAAP to NOI for the reportingReporting periodsPeriods is as follows:

We define Operating FFO attributable to Certificateholders as FFO attributable to Certificateholders excluding the impactcosts ofand income resulting from discrete non-operating transactions and other events which we do not consider representative of the comparable operating results of our real estate operating portfolio, which is our core business platform. SpecificSuch examplescosts ofinclude discretedead non-operatingdeal costs which include selling costs incurred related to transactions andthat other events include, but aredid not limited to, the impact on earnings, which are not otherwise adjusted in our calculation of FFO attributable to Certificateholders.close.

We believe that FFO and Operating FFO, which are supplemental non-GAAP financial measures, provide an additional and useful means to assess our operating performance compared to REITs. FFO and Operating FFO do not represent alternatives to (i) “Net Incomeincome” or “Net income attributable to Certificateholders” as indicators of our financial performance, or (ii) “Cash flows from operating activities” which is prepared in accordance with GAAP as measures of our capacity to fund cash needs, including the payment of dividends.distributions. Comparison of our presentation of Operating FFO to similarly titled measures for REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs.

As of the date of this report, there are no material changes to our risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K10-K, as amended, for the year ended December 31, 2025.

For a further discussion of these and other factors that could impact our future results, performance or transactions, see Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K10-K, as amended, for the year ended December 31, 2025. Readers should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements). We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q, except as required by applicable law.

While the disruptions caused by the COVID-19 pandemic have largely subsided, theThe Trust and the broader U.S. economy continue to face risks from persistent inflation, interest rate uncertainty, reduced consumer spending, labor shortages, supply chain disruptions, the imposition of tariffs and volatility in the global capital markets. Ongoing and potential future impacts of global conflicts, such as between Russia and Ukraine and in the Middle East, among others, as well as evolving governmental policies, particularly the imposition of tariffs are also contributing to heightened economic and geopolitical uncertainty. The recent broadening of international tariffs has already led to increased market volatility and may continue to affect economic conditions in the future. Downturns in the global economy and the increased tariffs could cause a decline in the demand for our tenant's products and our properties. Our operations could also be impacted by inflation and changes in interest rates. Inflation did not have a material effect on our business, financial condition or results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025.

While we did not incur any disruptions to our lease income and occupancy during the threesix months ended MarchJune 31,30, 2026 and 2025 as a result of these adverse political and economic conditions, credit markets or other events, any of these events could materially adversely impact the Trust or Penney Intermediate Holdings LLC's business. The Trust continues to closely monitor economic, financial and social conditions, including the effects of inflation.

Copper Property CTL Pass Through Trust exists for the sole purpose of collecting rent, holding, administering, distributing and monetizing the Properties for the benefit of Certificateholders. As of MarchJune 31,30, 2026, we owned 117 retail operating properties, 20 of which are encumbered by ground leases, across 35 U.S. states and Puerto Rico representing 15.5 million square feet of leasable space.

The following table summarizes our portfolio as of MarchJune 31,30, 2026:

(a) For the threesix months ended MarchJune 31,30, 2026 and 2025, lease income recognized from the portfolio as of MarchJune 31,30, 2026 consists of the following:

Company Highlights — ThreeSix Months Ended MarchJune 31,30, 2026

We had no acquisition activity during the threesix months ended MarchJune 31,30, 2026 and 2025.

We had no disposition activity during the threesix months ended MarchJune 31,30, 2026 and 2025.2026.

There was no leasing activity during the threesix months ended MarchJune 31,30, 2026 and 2025.

There was no capital markets activity during the threesix months ended MarchJune 31,30, 2026 and 2025.

We paid distributions to the Certificateholders of $19,346$38,774 or $0.26$0.52 per certificate during the threesix months ended MarchJune 31,30, 2026 and $37,751$78,647 or $0.50$1.05 per certificate during the threesix months ended MarchJune 31,30, 2025. Subsequent to MarchJune 31, 2026, on April 10,30, 2026, we paid monthly distributions to Certificateholders of $6,081$6,273 or $0.08 per certificate.certificate Subsequenton toJuly March 31,10, 2026, onand May 5, 2026, we announced a distribution of $6,483$6,477 or $0.09 per certificate to be paid on MayAugust 11,10, 2026 to Certificateholders.2026.

Comparison of three and six months ended MarchJune 31,30, 2026 to the three and six months ended MarchJune 31,30, 2025

For the three months ended MarchJune 31,30, 2026, net income attributable to Certificateholders was $11,463$14,712 or $0.15$0.20 per Certificate, as compared to $16,050$22,216 or $0.21$0.30 per Certificate for the corresponding period in 2025.

The following describesFor the changessix onmonths theended Trust’sJune consolidated30, statements of operations that affected2026, net income attributable to Certificateholders duringwas the$26,175 threeor months$0.35 endedper March 31, 2026,Certificate, as compared to $38,267 or $0.51 per Certificate for the corresponding period in 2025:2025.

Lease income - The net decrease in lease income of $245$79 and $325 for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding periodperiods in 2025, is due to the disposition of four Retail Properties between January 1, 2025 and MarchJune 31,30, 2026, partially offset by the CPI adjustment of base rent in December 2025.

Operating expenses - The net decrease in operating expenses of $67 for the threesix months ended MarchJune 31,30, 2026,2026 as compared to the corresponding period in 2025, is primarily due to decreases in management fees paid to the decreaseManager inand ground lease rent expense resulting from the disposition of one Retail Property with a ground lease in May 2025.2025, partially offset by an increase in taxes paid to governmental authorities.

Depreciation and amortization - The decrease in depreciation and amortization of $142$78 and $219 for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding periodperiods in 2025, is due to the disposition of four Retail Properties between January 1, 2025 and MarchJune 31,30, 2026.

General and administrative expenses - The net increase in general and administrative expenses of $4,509$1,339 and $5,848 for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the corresponding periodperiods in 2025, is primarily due to increases in legal fees related to reporting requirements and ongoing litigation, asREA wellnegotiations asand costsreporting associated with the terminated agreement for the sale of the retail portfolio.requirements.

Other income - Other income consists of interest income earned on investments in money market instruments and non-recurring income generated from the Retail Properties, including consent fees or other fees paid to the Trust. For the three and six months ended MarchJune 31,30, 2026, interest income earned by the Trust decreased by $42,$39 and $81, respectively, as compared to the corresponding periodperiods in 2025.

The decrease in NOI of $4,800$6,287 for the threesix months ended MarchJune 31,30, 2026, as compared to the threesix months ended MarchJune 31,30, 2025, is due to:

•a net decrease in lease income of $768$1,374 resulting from the dispositions of four Retail Properties between January 1, 2025 and MarchJune 31,30, 2026 and

The decrease in FFO of $4,729$6,187 for the threesix months ended MarchJune 31,30, 2026, as compared to the threesix months ended MarchJune 31,30, 2025, is primarily due to:

The decrease in Operating FFO of $3,889$5,273 for the threesix months ended MarchJune 31,30, 2026, as compared to threesix months ended MarchJune 31,30, 2025 is primarily due to: (i) the reasons above impacting FFO and (ii) higher selling costs on deals that did not close.

As of MarchJune 31,30, 2026 and December 31, 2025, we had $33,967$34,953 and $37,130, respectively, of cash and cash equivalents. The Trust has adopted a policy to maintain its cash equivalents in a government money market fund administered by a major bulge bracket investment banking firm which invests its assets only in (i) cash and (ii) securities issued or guaranteed by the United States or certain U.S. government agencies and having a weighted average life and weighted average maturity of no more than 120 days and 60 days, respectively. Each of these government money market funds is managed to maintain a stable net asset value, thereby eliminating principal risk.

We have no scheduled maturities and principal amortization of our indebtedness, since we had no indebtedness as of MarchJune 31,30, 2026 and December 31, 2025.

We paid distributions to the Certificateholders of $19,346$38,774 or $0.26$0.52 per certificate during the threesix months ended MarchJune 31,30, 2026, and $37,751$78,647 or $0.50$1.05 per certificate during the threesix months ended MarchJune 31,30, 2025. Subsequent to June 30, 2026, we paid distributions of $6,273 or $0.08 per certificate on July 10, 2026, and $6,477 or $0.09 per certificate on August 10, 2026.

Net sales proceeds from the disposition of Properties were included in the distributions to Certificateholders. During the threesix months ended MarchJune 31,30, 2026 and 2025, included in the amount we paid to Certificateholders was $829$657 and $16,256,$34,706, respectively, of aggregate net sales proceeds. Amounts paid during the six months ended June 30, 2026 were from dispositions that took place in 2025.

Net cash provided by operating activities for the threesix months ended MarchJune 31,30, 2026 was $16,183,$36,597, as compared to $19,895$41,520 for the threesix months ended MarchJune 31,30, 2025. Net cash provided by operating activities decreased by $3,712$4,923 due to a decrease in NOI resulting from the disposition of four Retail Properties between January 1, 2025 and MarchJune 31,30, 2026 and increases in general and administrative expenses (see discussion in "Results of Operations").

Investing activities solely consists of proceeds from sales of investment properties. There were no dispositions during the threesix months ended MarchJune 31,30, 20262026. There were two dispositions during the six months ended June 30, 2025, and 2025.cash flows from investing activities were $20,227 for this period.

During the threesix months ended MarchJune 31,30, 2026, total net cash provided by operating and investing activities was $16,183,$36,597, however, $19,346$38,774 was distributed to Certificateholders, of which $8,410 were distributions of cash flows from operating and investing activities received during December 2025.

Cash flows used in financing activities for the threesix months ended MarchJune 31,30, 2026 was $19,346,$38,774, as compared to $37,751$78,647 for the threesix months ended MarchJune 31,30, 2025. Financing activities consist of distributions paid to Certificateholders.

As of MarchJune 31,30, 2026, we have 20 properties that are subject to long-term non-cancelable ground leases. These leases expire in various years from 2038 to 2096, including any available option periods that are reasonably certain to be exercised.

The following table summarizes the Trust’s obligations under non-cancelable operating leases as of MarchJune 31,30, 2026:

Our 2025 Annual Report on 10-K10-K, as amended, contains a description of our critical accounting policies, including those relating to the impairment of long-lived assets. For the threesix months ended MarchJune 31,30, 2026, there were no significant changes to these policies.

Subsequent to MarchJune 31,30, 2026, on AprilJuly 10, 2026, we paid monthly distributions to Certificateholders of $6,081$6,273 or $0.08 per certificate. On MayAugust 5,10, 2026, we announcedpaid amonthly distributiondistributions to Certificateholders of $6,483$6,477 or $0.09 per certificate to be paid on May 11, 2026 to Certificateholders.certificate.