Copper Property CTL Pass Through Trust: management transactions · United States · SEC (Form 4)

About Copper Property CTL Pass Through Trust

Copper Property CTL Pass Through Trust (ticker: CPPTL) is a U.S. real estate special situation listed on the American market, NYSE/NASDAQ, and organized as a New York common law trust in the United States. The trust was created in December 2020 as part of the reorganization of J.C. Penney (Old Copper Company) and became effective on January 30, 2021. Its business model is unusually narrow: own, lease, and ultimately sell a portfolio of legacy commercial real estate assets, mainly retail properties and, originally, distribution centers associated with J.C. Penney. ([sec.gov](https://www.sec.gov/Archives/edgar/data/1837671/000183767126000019/cpt-20251231.htm?utm_source=openai)) Operationally, the trust was formed to acquire 160 retail properties and six distribution centers, which were leased to one or more subsidiaries of the post-reorganization operating structure. The trust has repeatedly stated that its objective is to sell all properties to third-party investors as promptly as practicable. That means CPPTL is not a conventional growth-oriented REIT. Instead, it is essentially a managed monetization vehicle: it administers leases, oversees property-level matters, and works through a staged disposal process designed to maximize recovery over time. ([sec.gov](https://www.sec.gov/Archives/edgar/data/1837671/000183767126000019/cpt-20251231.htm?utm_source=openai)) From a competitive standpoint, CPPTL is best viewed as a single-purpose trust rather than a diversified real estate platform. Its investable story depends less on market share and more on execution quality, asset sales timing, and the underlying health of U.S. retail real estate demand. The trust is administered by GLAS Trust Company LLC and externally managed through an affiliate of Hilco Real Estate LLC, reinforcing the view that this is a liquidation-style structure rather than a long-duration operating company. ([sec.gov](https://www.sec.gov/Archives/edgar/data/1837671/000183767124000028/cpt-20240331.htm?utm_source=openai)) Recent corporate developments have been centered on portfolio monetization and trust governance. In December 2021, the trust announced the sale of its distribution center portfolio for $557.2 million, a key milestone in shrinking the asset base. More recently, in July 2025, it disclosed an agreement to sell a portfolio of 119 properties, but in December 2025 the trust said the agreement terminated because the buyer failed to close. In 2026, the trust continued to file SEC materials related to amendments to the Trust Agreement and monthly reporting. For investors, that combination of asset disposals, failed transaction risk, and ongoing SEC disclosure underscores the special-situation nature of CPPTL. ([sec.gov](https://www.sec.gov/Archives/edgar/data/1837671/000183767121000034/cptexhibit991dec21.htm?utm_source=openai))