Copper Property CTL Pass Through Trust is a real estate trust owning leasing properties, with significant investments in long-term leases to Penney Intermediate Holdings LLC, but without detailed financial metrics provided.

# Copper Property CTL Pass Through Trust - Company Summary

**Company Type:**  
A pass-through trust related to property investments, specifically for leased properties.

**Operations:**  
- The trust owns properties leased to Penney Intermediate Holdings LLC under long-term, triple-net leases. These leases transfer substantially all operating costs to Penney Intermediate Holdings LLC.  
- The properties leased to Penney Intermediate Holdings LLC constitute more than 20% of the trust’s total assets.

**Financial Information:**  
- As of the latest reporting, the financial status of Penney Intermediate Holdings LLC is material to the trust because of the size of the leased properties.  
- The trust has obtained and attached audited consolidated financial statements of Penney Intermediate Holdings LLC as of February 1, 2025, and February 3, 2024, which include details for the years ended those dates.

**Number of Customers & Employees:**  
- No specific information provided.

**Revenue & Income:**  
- No specific figures or financial metrics such as revenue or net income are provided in the given document.

**Other Details:**  
- The trust does not participate in the preparation of Penney Intermediate Holdings LLC’s financial statements nor has control over those statements.  
- The Trust’s filings include certifications from its principal officers and other standard SEC exhibits, but no explicit operational, customer, employee, or financial performance metrics are detailed in the provided text.

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*Note:* The summary is limited to the information explicitly given in the provided document.

cpt-20231231

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)

☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023
or

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to
Commission File Number: 000-56236
Copper Property CTL Pass Through Trust
(Exact name of registrant as specified in its charter)

New York | 85-6822811 
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)


3 Second Street, Suite 206 Jersey City, NJ 07311-4056
(Address of principal executive offices and zip code)
(201) 839-2200 
(Registrant’s telephone number, including area code) 

Securities registered pursuant to Section 12(g) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
N/A | N/A | N/A 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐  No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer | ☐ | Accelerated filer | ☐
Non-accelerated filer | ☒ | Smaller reporting company | ☐
 | | Emerging growth company | ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
DOCUMENTS INCORPORATED BY REFERENCE
None.
Index to Exhibits begins on page 4.
Auditor Firm Id: PCAOB ID 238    Auditor Name: PricewaterhouseCoopers LLP    Auditor Location: Chicago, Illinois
Explanatory Note
This Amendment No. 1 to the combined Annual Report on Form 10-K for the fiscal year ended December 31, 2023 of Copper Property CTL Pass Through Trust is filed for the sole purpose of amending Item 15 of Part IV to include the consolidated financial statements of Penney Intermediate Holdings LLC and its subsidiaries (collectively "Penney Intermediate Holdings LLC"), which were not available at the time the combined Annual Report on Form 10-K was initially filed. At December 31, 2023, our Properties leased to Penney Intermediate Holdings LLC constituted more than 20% of our assets and these properties were leased to Penney Intermediate Holdings LLC under long-term, triple-net leases that transfer substantially all operating costs to Penney Intermediate Holdings LLC and Penney Intermediate Holdings LLC’s financial statements may thus be material to investors. The audited financial statements of Penney Intermediate Holdings LLC as of February 3, 2024 and January 28, 2023, and for the years ended February 3, 2024 and January 28, 2023 are attached to this report as Exhibit 99.1. These financial statements were provided to us by Penney Intermediate Holdings LLC, and Copper Property CTL Pass Through Trust did not participate in their preparation or review.
Other than as expressly set forth above, this Amendment does not, and does not purport to, update or restate the information in any other Item of the originally filed annual report. This Amendment consists solely of the preceding cover page, this explanatory note, the information required by Item 15 of Form 10-K as provided in Exhibit 99.1, an updated exhibit index, a signature page, and the certifications required to be filed as exhibits hereto.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a.The financial statements and financial statement schedules for Copper Property CTL Pass Through Trust were previously listed in and included with the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on March 11, 2024.
i.The audited financial statements of Penney Intermediate Holdings LLC as of February 3, 2024 and January 28, 2023, and for the years ended February 3, 2024 and January 28, 2023 are attached as Exhibit 99.1 hereto.
b.The following exhibits are included or incorporated by reference in this Annual Report on Form 10-K (and are numbered in accordance with Item 601 of Regulation S-K).
b. Exhibits

Exhibit No. | Description 
31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith). 
31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith). 
32.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 (furnished herewith). 
32.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 (furnished herewith). 
99.1** | Consolidated Financial Statements of Penney Intermediate Holdings LLC as of February 3, 2024 and January 28, 2023, and for the years ended February 3, 2024 and January 28, 2023. 
101.SCH | Inline XBRL Taxonomy Extension Schema Document (filed herewith). 
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith). 
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith). 
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith). 
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith). 
104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) (filed herewith). 

** Since Penney Intermediate Holdings LLC leases more than 20% of our total assets under triple net leases, the financial status of Penney Intermediate Holdings LLC may be considered relevant to Certificateholders. Penney Intermediate Holdings LLC’s most recently available audited consolidated financial statements (as of February 3, 2024 and January 28, 2023, and for the years ended February 3, 2024 and January 28, 2023 are attached as Exhibit 99.1 to this Amendment No. 1 to the Annual Report on Form 10-K. We have not participated in the preparation of Penney Intermediate Holdings LLC’s financial statements nor do we have the right to dictate the form of any financial statements provided to us by Penney Intermediate Holdings LLC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
COPPER PROPERTY CTL PASS THROUGH TRUST

By: | /s/ NEIL AARONSON 
 | Neil Aaronson 
 | Principal Executive Officer
Date: | May 9, 2024 
By: | /s/ LARRY FINGER 
 | Larry Finger 
 | Principal Financial Officer
Date: | May 9, 2024 



Copper Property CTL Pass Through Trust is a real estate investment trust (REIT) that specializes in investing in a diversified portfolio of properties leased primarily through long-term, triple-net leases.

# Company Overview: Copper Property CTL Pass Through Trust

**Company Name**: Copper Property CTL Pass Through Trust  
**Location**: Jersey City, NJ  
**Registration**: New York  
**I.R.S. Employer Identification No.**: 85-6822811  

## Business Description
Copper Property CTL Pass Through Trust is a real estate investment trust (REIT) that primarily invests in a diversified portfolio of real estate properties leased to tenants under long-term, triple-net leases. In a triple-net lease, the tenant is responsible for most of the operating expenses associated with the property, which includes property taxes, insurance, and maintenance costs.

### Key Aspects:
- **Properties Leased**: The trust's properties are primarily leased to **Penney Intermediate Holdings LLC**, which constitutes over 20% of the trust's total assets.
- **Lease Structure**: The trust engages with tenants primarily through long-term leases that transfer a majority of the operational costs and responsibilities to the lessee.
- **Relevance**: Due to the significant portion of assets leased to Penney Intermediate Holdings, the financial health of this entity is considered material to the trust’s stakeholders.

## Financials (as of the latest available data)
- **Revenue**: Not explicitly stated; relies on lease income from properties.
- **Income**: Specific income details are not provided in the filing.
  
### Size and Workforce
- **Number of Customers**: Specific customer count details are not provided; however, the primary tenant is Penney Intermediate Holdings LLC.
- **Employees**: Specific number of employees is not mentioned in the filing.

## Investment Focus
The trust focuses on generating income through leasing properties and managing its real estate investment portfolio effectively while minimizing operational risks through long-term lease agreements.

### Additional Notes
- The trust filed an amendment to its annual report to include consolidated financial statements of Penney Intermediate Holdings LLC, highlighting the importance of transparent financial disclosures to stakeholders and investors.

This detailed perspective underscores Copper Property CTL Pass Through Trust's strategic position within the real estate market, emphasizing the reliance on its tenants' operational performance and the financial rigor in managing its assets.

Copper Property CTL Pass Through Trust

10-K / May 9, 2025

10-K / May 9, 2024

10-K / May 9, 2025

Copper Property CTL Pass Through Trust - Company Summary