Business Description

and Operating History Copper Property CTL Pass Through Trust, a New York common law trust (the “Trust,” “we,” “our” or “us”) was formed on December 12, 2020, in connection with the reorganization of Old Copper Company, Inc. (f/k/a J. C. Penney Company, Inc.) (“Old Copper”), and became effective on January 30, 2021 (the “Effective Date”) pursuant to the terms of the Amended Joint Chapter 11 Plan of Reorganization of Old Copper and certain of its subsidiaries (collectively, the “Debtors”) (the “Plan of Reorganization”). On the Effective Date, through separate wholly-owned property holding companies (the “PropCos”), we owned 160 retail properties (the “Retail Properties”) and six distribution centers (the “Warehouses” and, together with the Retail Properties, the “Properties”), all of which were leased under two Master Leases to one or more subsidiaries of Copper Retail JV LLC (“OpCo Purchaser”) (collectively with its subsidiaries, “Penney Intermediate Holdings LLC”), an entity formed by and under the control of a joint venture formed by Simon Property Group, L.P. and Brookfield Asset Management Inc. During the year ended December 31, 2025, we sold four Retail Properties for proceeds of $32,265. As a result of these sales, we recorded a gain on sales of investment properties of $4,273. During the year ended December 31, 2025, we paid distributions to Certificateholders of $128,339, which includes the net proceeds of sales from December 2024 that were distributed in January 2025 and excludes the net proceeds from sales from December 2025 that were distributed in January 2026. As of December 31, 2025, we owned 117 Retail Properties in the United States across 35 states and Puerto Rico, comprising 15.5 million square feet of leasable space. Business Objectives and Strategies