Overview
- TickerCPPTL on OTC1
- IndustryReal Estate1
- HeadquartersPlano, Texas1
- Incorporated inNY3
- Business address6501 Legacy Drive, Plano, Tx 750243
- Filer category, Emerging growth company3
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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”).4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Financial statements
Every line of the income statement as filed: the last 3 fiscal years, latest first.2
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Lease income | $97.5M | $100.4M | $101.6M |
| Operating expenses | $12.2M | $12.3M | $12.6M |
| Depreciation and amortization | $17.5M | $18.5M | $19.2M |
| Provision for impairment of investment properties | $13.0M | $2.1M | $0 |
| General and administrative expenses | $15.3M | $4.9M | $5.3M |
| Total expenses | $57.9M | $37.7M | $37.1M |
| Gain on sales of investment properties, net | $4.3M | $9.6M | $2.9M |
| Other income | $3.1M | $1.5M | $1.8M |
| Total other income | $7.4M | $11.1M | $4.7M |
| Net income | $47.0M | $73.8M | $69.2M |
| Net income per certificate - basic (in usd per share) | $0.63 | $0.98 | $0.92 |
| Net income per certificate - diluted (in usd per share) | $0.63 | $0.98 | $0.92 |
| Weighted average number of certificates outstanding basic (shares) | 75.0M shares | 75.0M shares | 75.0M shares |
| Weighted average number of certificates outstanding diluted (shares) | 75.0M shares | 75.0M shares | 75.0M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 4 fiscal years (annual) or 4 quarters (quarterly), latest first.2
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 | 2022-12-31 |
|---|---|---|---|---|
| Land and improvements | $352.0M | $368.6M | ||
| Building and other improvements | $442.4M | $457.3M | ||
| Gross investment properties | $794.4M | $825.9M | ||
| Less: accumulated depreciation | -$63.6M | -$52.1M | ||
| Net investment properties | $730.8M | $773.8M | ||
| Cash and cash equivalents | $37.1M | $51.9M | ||
| Accounts receivable, including straight-line rent | $32.0M | $35.4M | ||
| Lease intangible assets, net | $171.0M | $191.3M | ||
| Right-of-use lease assets, net | $77.8M | $83.4M | ||
| Other assets, net | $112.0K | $541.0K | ||
| Total assets | $1.0B | $1.1B | ||
| Accounts payable and accrued expenses | $4.1M | $3.0M | ||
| Lease intangible liabilities, net | $66.2M | $73.2M | ||
| Lease liabilities | $37.8M | $37.8M | ||
| Other liabilities | $8.2M | $8.4M | ||
| Total liabilities | $116.3M | $122.4M | ||
| Trust certificates, no par value, 75,000,000 certificates authorized, issued and outstanding, as of December 31, 2025 and 2024 | $0 | $0 | ||
| Additional paid-in capital | $2.0B | $2.0B | ||
| Accumulated distributions in excess of earnings | -$1.0B | -$938.2M | ||
| Total equity | $932.6M | $1.0B | $1.1B | $1.2B |
| Total liabilities and equity | $1.0B | $1.1B | ||
| Trust certificates, authorized (in shares) | 75.0M shares | 75.0M shares | ||
| Trust certificates, issued (in shares) | 75.0M shares | 75.0M shares | ||
| Trust certificates, outstanding (in shares) | 75.0M shares | 75.0M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 | 2022-12-31 |
|---|---|---|---|---|
| Land and improvements | $352.0M | $368.6M | ||
| Building and other improvements | $442.4M | $457.3M | ||
| Gross investment properties | $794.4M | $825.9M | ||
| Less: accumulated depreciation | -$63.6M | -$52.1M | ||
| Net investment properties | $730.8M | $773.8M | ||
| Cash and cash equivalents | $37.1M | $51.9M | ||
| Accounts receivable, including straight-line rent | $32.0M | $35.4M | ||
| Lease intangible assets, net | $171.0M | $191.3M | ||
| Right-of-use lease assets, net | $77.8M | $83.4M | ||
| Other assets, net | $112.0K | $541.0K | ||
| Total assets | $1.0B | $1.1B | ||
| Accounts payable and accrued expenses | $4.1M | $3.0M | ||
| Lease intangible liabilities, net | $66.2M | $73.2M | ||
| Lease liabilities | $37.8M | $37.8M | ||
| Other liabilities | $8.2M | $8.4M | ||
| Total liabilities | $116.3M | $122.4M | ||
| Trust certificates, no par value, 75,000,000 certificates authorized, issued and outstanding, as of December 31, 2025 and 2024 | $0 | $0 | ||
| Additional paid-in capital | $2.0B | $2.0B | ||
| Accumulated distributions in excess of earnings | -$1.0B | -$938.2M | ||
| Total equity | $932.6M | $1.0B | $1.1B | $1.2B |
| Total liabilities and equity | $1.0B | $1.1B | ||
| Trust certificates, authorized (in shares) | 75.0M shares | 75.0M shares | ||
| Trust certificates, issued (in shares) | 75.0M shares | 75.0M shares | ||
| Trust certificates, outstanding (in shares) | 75.0M shares | 75.0M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 3 fiscal years, latest first.2
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Net Income (Loss) | $47.0M | $73.8M | $69.2M |
| Depreciation and amortization | $17.5M | $18.5M | $19.2M |
| Provision for impairment of investment properties | $13.0M | $2.1M | $0 |
| Straight-line rental income, net | $2.2M | $2.3M | $2.3M |
| Amortization of above/below market leases, net | $2.9M | $2.4M | $2.2M |
| Gain on sales of investment properties, net | -$4.3M | -$9.6M | -$2.9M |
| Changes in accounts receivable | $48.0K | -$48.0K | $160.0K |
| Changes in other assets | $576.0K | -$146.0K | $219.0K |
| Changes in right-of-use lease assets | $1.7M | $1.8M | $1.8M |
| Changes in accounts payable and accrued expenses | $925.0K | $1.3M | $201.0K |
| Changes in lease liabilities | $44.0K | $32.0K | $87.0K |
| Changes in other liabilities | -$2.1M | -$252.0K | -$25.0K |
| Net cash provided by operating activities | $79.3M | $92.2M | $92.5M |
| Proceeds from sales of investment properties and deposits received | $34.3M | $75.4M | $22.6M |
| Net cash provided by investing activities | $34.3M | $75.4M | $22.6M |
| Distributions paid to Certificateholders | -$128.3M | -$153.7M | -$126.0M |
| Net cash used in financing activities | -$128.3M | -$153.7M | -$126.0M |
| Net change in cash and cash equivalents | -$14.8M | $13.9M | -$10.9M |
No quarter-by-quarter statement was filed.
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Corporate structure
Copper Property CTL Pass Through Trust sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Copper Property CTL Pass Through Trust
- WHITEBOX ADVISORS LLC Filed SCHEDULE 13G on Copper Property CTL Pass Through Trust, latest Jul 10, 2026
- Owl Creek Asset Management, L.P. Filed SCHEDULE 13G on Copper Property CTL Pass Through Trust, latest May 15, 2026 (5 filings since Feb 10, 2022)
- Silver Point Capital, L.P. Filed SCHEDULE 13G/A on Copper Property CTL Pass Through Trust, latest Feb 17, 2026 (8 filings since Feb 14, 2022)
- BYWAY 1 CORP. Filed SCHEDULE 13D/A on Copper Property CTL Pass Through Trust, latest Oct 8, 2025
- Spencer B. Haber Filed SCHEDULE 13D/A on Copper Property CTL Pass Through Trust, latest Oct 8, 2025 (2 filings since Oct 1, 2021)
- BRIGADE CAPITAL MANAGEMENT, LP Filed SC 13G/A on Copper Property CTL Pass Through Trust, latest Nov 14, 2024 (3 filings since Feb 14, 2022)
- Sculptor Capital LP Filed SC 13G/A on Copper Property CTL Pass Through Trust, latest Nov 14, 2024 (4 filings since Mar 17, 2022)
- Brigade Capital Management GP, LLC Filed SC 13G/A on Copper Property CTL Pass Through Trust, latest Feb 13, 2024
- Sixth Street Partners Management Company, L.P. Filed SC 13G on Copper Property CTL Pass Through Trust, latest Feb 14, 2022
- Copper Property CTL Pass Through Trust Plano, Texas
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Copper Property CTL Pass Through Trust reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Land and buildings | $352.0M2 Dec 31, 2025 | $368.6M2 Dec 31, 2024 | −4.5% |
| Operating-lease assets (leased space) | $77.8M2 Dec 31, 2025 | $83.4M2 Dec 31, 2024 | −6.7% |
Real estate and locations
| Item | Latest | A year before | Change |
|---|---|---|---|
| Real estate investments, net | $730.8M2 Dec 31, 2025 | $773.8M2 Dec 31, 2024 | −5.6% |
| Real estate investments, at cost | $794.4M2 Dec 31, 2025 | $825.9M2 Dec 31, 2024 | −3.8% |
| Real estate accumulated depreciation | $63.6M2 Dec 31, 2025 | $52.1M2 Dec 31, 2024 | +22.1% |
| Area of real estate | 15.5 million sq ft2 Dec 31, 2025 | 16.1 million sq ft5 Dec 31, 2024 | −3.7% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $37.1M2 Dec 31, 2025 | $51.9M2 Dec 31, 2024 | −28.4% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Accumulated amortization | $56.3M2 Dec 31, 2025 | $46.8M2 Dec 31, 2024 | +20.2% |
| Finite-lived intangibles, net | $171.0M2 Dec 31, 2025 | $191.3M2 Dec 31, 2024 | −10.6% |
Properties, in its own words
For summary information regarding our owned and ground-leased Retail Properties as of December 31, 2025, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Square feet and annual base rent are presented in thousands. For additional details on our Retail Properties, see “Real Estate and Accumulated Depreciation (Schedule III)” herein.
Item 2 of the 10-K filed Mar 13, 2026.4
Leadership
Who has led Copper Property CTL Pass Through Trust, and when. Pick a name to see everywhere that person has worked.
Board members and other officers (2)
- Principal Financial OfficerLarry E. Finger Mar 1, 2021 to Mar 1, 202112
- Principal Executive OfficerNeil Richard Aaronson Mar 1, 2021 to Mar 1, 202113
Timeline
- Oct 7, 20268-K Regulation FD disclosure; Other events14
- Sep 18, 20268-K Regulation FD disclosure; Other events15
- Sep 8, 20268-K Regulation FD disclosure; Other events16
- Sep 8, 20268-K Other events17
- Aug 26, 20268-K Other events18
- Aug 6, 20268-K Regulation FD disclosure; Other events19
- Jul 9, 20268-K Regulation FD disclosure; Other events20
- Jul 7, 20268-K Regulation FD disclosure; Other events21
- Jul 6, 20268-K Other events22
- Jun 5, 20268-K Regulation FD disclosure; Other events23
- May 5, 20268-K Regulation FD disclosure; Other events24
- Apr 7, 20268-K Regulation FD disclosure; Other events25
Filings
219 filings to the SEC since October 2021: 11 annual reports, 16 quarterly reports, 104 major events, 47 insider forms, 26 large holders, 15 other. The latest 20:
- Oct 7, 20268-K EDGAR
- Sep 18, 20268-K EDGAR
- Sep 8, 2026DEF 14C EDGAR
- Sep 8, 20268-K EDGAR
- Sep 8, 20268-K EDGAR
- Aug 28, 2026PRE 14C EDGAR
- Aug 26, 20268-K EDGAR
- Aug 14, 202610-Q EDGAR
- Aug 6, 20268-K EDGAR
- Jul 30, 20264 EDGAR
- Jul 10, 2026SCHEDULE 13G EDGAR
- Jul 9, 20268-K EDGAR
- Jul 9, 2026DEF 14C EDGAR
- Jul 7, 20268-K EDGAR
- Jul 6, 20268-K EDGAR
- Jun 29, 2026PRE 14C EDGAR
- Jun 26, 2026PRE 14C EDGAR
- Jun 5, 20268-K EDGAR
- May 27, 202610-K/A EDGAR
- May 15, 2026SCHEDULE 13G EDGAR
The 219 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
78 open-market trades by officers, directors and large owners since October 2021: 6 buys and 72 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Jul 28, 2026 | MULE EDWARD A10% owner | Sale | 200,000 | $10.55 | $2.1M | Form 4 |
| Oct 21, 2025 | O'Shea Robert J10% owner | Buy | 541,256 | $12.13 | $6.6M | Form 4 |
| Oct 17, 2025 | O'Shea Robert J10% owner | Buy | 156,200 | $12.13 | $1.9M | Form 4 |
| Sep 9, 2025 | ELMROCK 2 CORP.10% owner | Sale | 45,144 | $12.43 | $561.1K | Form 4 |
| Aug 6, 2025 | MULE EDWARD A10% owner | Buy | 330,000 | $12.43 | $4.1M | Form 4 |
| Aug 5, 2025 | O'Shea Robert J10% owner | Buy | 1,500 | $12.43 | $18.6K | Form 4 |
| Aug 4, 2025 | O'Shea Robert J10% owner | Buy | 70,000 | $12.43 | $870.1K | Form 4 |
| Jul 31, 2023 | Silver Point Capital L.P.10% owner | Sale | 100,000 | $10.50 | $1.1M | Form 4 |
| Jul 28, 2023 | Silver Point Capital L.P.10% owner | Sale | 463,000 | $10.43 | $4.8M | Form 4 |
| Jul 27, 2023 | Silver Point Capital L.P.10% owner | Sale | 160,000 | $10.43 | $1.7M | Form 4 |
| Jul 26, 2023 | Silver Point Capital L.P.10% owner | Sale | 44,000 | $10.43 | $458.9K | Form 4 |
| Jul 25, 2023 | Silver Point Capital L.P.10% owner | Sale | 40,000 | $10.43 | $417.2K | Form 4 |
| Jul 24, 2023 | Silver Point Capital L.P.10% owner | Sale | 125,000 | $10.43 | $1.3M | Form 4 |
| Jul 21, 2023 | Silver Point Capital L.P.10% owner | Sale | 444,000 | $10.35 | $4.6M | Form 4 |
| Jul 20, 2023 | Silver Point Capital L.P.10% owner | Sale | 800,400 | $10.35 | $8.3M | Form 4 |
| Jul 18, 2023 | O'Shea Robert J10% owner | Sale | 28,000 | $10.35 | $289.8K | Form 4 |
| Jul 17, 2023 | O'Shea Robert J10% owner | Sale | 269,000 | $10.35 | $2.8M | Form 4 |
| Jul 14, 2023 | O'Shea Robert J10% owner | Sale | 50,000 | $10.35 | $517.5K | Form 4 |
| Jun 30, 2023 | MULE EDWARD A10% owner | Sale | 20,000 | $10.38 | $207.6K | Form 4 |
| Jun 28, 2023 | MULE EDWARD A10% owner | Sale | 120,000 | $10.38 | $1.2M | Form 4 |
All 78 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- WHITEBOX ADVISORS LLCSCHEDULE 13G, 1 filing Jul 10, 202626
- Owl Creek Asset Management, L.P.SCHEDULE 13G, 5 filings Feb 10, 2022 to May 15, 202627
- Silver Point Capital, L.P.SCHEDULE 13G/A, 8 filings Feb 14, 2022 to Feb 17, 202628
- BYWAY 1 CORP.SCHEDULE 13D/A, 1 filing Oct 8, 202529
- Spencer B. HaberSCHEDULE 13D/A, 2 filings Oct 1, 2021 to Oct 8, 202530
- BRIGADE CAPITAL MANAGEMENT, LPSC 13G/A, 3 filings Feb 14, 2022 to Nov 14, 202431
- Sculptor Capital LPSC 13G/A, 4 filings Mar 17, 2022 to Nov 14, 202432
- Brigade Capital Management GP, LLCSC 13G/A, 1 filing Feb 13, 202433
- Sixth Street Partners Management Company, L.P.SC 13G, 1 filing Feb 14, 202234
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Ancora Advisors LLC | 52,595 | $557.5K | 0.0% | +38,795 |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Copper Property CTL Pass Through Trust is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARCopper Property CTL Pass Through Trust1
- CIK0001837671
- Employer ID (EIN)85-68228114
- Filer statusNon-accelerated filer an emerging growth company; not a smaller reporting company; not a shell company4
- Incorporated inNew York4
- Fiscal year endsDecember 311
- Industry code (SIC)6500 Real Estate1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address6501 Legacy Drive, Plano, TX 750241
- Phone972-243-11001
- Shares outstanding0 as of Jun 30, 20266
- Public float$0 as of Jun 30, 202535
- AuditorPricewaterhouseCoopers LLP, Chicago, IL PCAOB ID 238; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceDec 29, 20201
- Filings269 in all: 8-K (114), 4 (58), 10-Q (17), SC 13G/A (15), 3 (10), 10-K/A (6), PRE 14C (6), SC 13G (6)1
All 23 form types
10-K (5), DEF 14C (5), UPLOAD (5), CORRESP (4), SC 13D (3), 10-12G/A (2), DEFA14A (2), SCHEDULE 13D/A (2), SCHEDULE 13G (2), SCHEDULE 13G/A (2), 10-12G (1), 10-Q/A (1), 3/A (1), DEF 14A (1), PRE 14A (1)
- Latest filingsAnnual report (10-K) Mar 13, 2026
Quarterly report (10-Q) Aug 14, 2026
Proxy statement (DEF 14A) May 27, 2021
Latest 8-K (8-K) Oct 7, 2026
Risk factors and legal proceedings
The risks Copper Property CTL Pass Through Trust names in Item 1A of its 10-K filed Mar 13, 2026: 42 risks under these headings, as written.4
- Risks Relating to Limited Purpose and Recent Formation
- The Trust has a limited purpose and does not expect to generate or receive cash other than from limited sources.
- The Trust has a limited operating history.
- The Trust incurs significant costs as a result of the registration of the Trust Certificates under the Exchange Act and the Trust being a reporting issuer under the Exchange Act.
- Risks Relating to Real Estate Assets
- There is limited liquidity in real estate investments.
- 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 Trust’s real estate asset portfolio’s tenant base is not diversified.
- 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 or other alternative investment vehicle.
- Claims from our recently terminated sales process may interfere with our ability to sell our remaining Properties.
- Competition from other sellers of commercial real properties in the markets in which the Properties are located may adversely affect the Trust’s financial condition and net assets in liquidation.
- The land underlying some of the Properties is subject to ground leases, which could limit our use of such Properties, and a breach or termination of the ground leases could materially and adversely affect us.
The other 32 risks
- Environmental compliance costs and liabilities associated with the Properties may materially impair the value of those assets.
- Adverse weather conditions and natural disasters could adversely affect the Trust’s operations and results.
- Our business may be materially affected by changes to other policies governing the Properties, our sales and services.
- Risks Relating to Leasing to the Tenant
- The Trust is dependent on Penney Intermediate Holdings LLC as a tenant until the Properties are sold. Therefore, an event that has a material adverse effect on Penney Intermediate Holdings LLC’s businesses, financial positions or results of operations could have a material adverse effect on the Trust’s business, financial position or results of operations.
- The bankruptcy or insolvency of the Tenant and the Lease Guarantors could result in the termination of the Master Lease and material losses to the Trust.
- The Trust is dependent on the retail industry and may be susceptible to the risks associated with it, which could materially adversely affect its business, financial position or results of operations.
- Inflation, tariffs and economic conditions may increase our operating and capital costs.
- Risks Relating to the Trust Certificates
- The Trust cannot predict with certainty the timing or amount of distributions to the Certificateholders.
- The Trust Certificates are not suitable as a long-term investment.
- The value of the Trust Certificates is expected to decrease over time.
- The market for our Trust Certificates is thinly traded and you may find it difficult to dispose of your Trust Certificates, which could cause you to lose all or a portion of your investment in the Trust.
- If a trading market for Trust Certificates develops, the market price may be volatile.
- Certain Certificateholders may be deemed under the Bankruptcy Code to be “underwriters” and may not be able to sell or transfer their Trust Certificates in reliance upon the Bankruptcy Code’s exemption from the registration requirements of federal and state securities laws provided by Section 1145 of the Bankruptcy Code.
- The Trust Agreement includes provisions that limit the Certificateholders’ approval rights.
- Certificateholders have limited rights to institute any suit, action or proceeding at law or in equity or otherwise with respect to this Trust Agreement or the Certificates.
- Certificateholders may not be entitled to a jury trial with respect to claims arising under the Trust Agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under the Trust Agreement.
- The value of the Trust Certificates may be adversely affected if the Trust is required to indemnify the Trustee or the Manager under the Trust Agreement.
- Risk Relating to the Trustee, the Manager and Brokers
- Certificateholders will have only limited rights against the Trustee, and the Trustee has limited liability to the Trust.
- The Trust’s success depends on the efforts of third-party managers and real estate brokers.
- The Manager has a limited history of managing investment vehicles like the Trust and its experience may be inadequate or unsuitable to manage the Trust.
- The Trust may need to find and appoint a replacement Manager quickly, which could pose a challenge to the operations of the Trust.
- Risks Relating to Taxes
- If the Trust is not treated as a liquidating trust for federal tax purposes, there may be adverse tax consequences to the Trust and the Certificateholders.
- A Certificateholder’s tax liability could exceed distributions.
- Before purchasing Trust Certificates, investors are urged to engage in careful tax planning with a tax professional.
- Purchasers of Trust Certificates may be required to make special calculations to determine tax gain or loss on the sale of Trust Certificates.
- The ownership and disposition of Trust Certificates may give rise to adverse tax consequences for non-U.S. and certain tax-exempt Certificateholders.
- The Certificateholders may be subject to state and local income taxes and may have to file tax returns in each jurisdiction where a Property is located.
- Expenses incurred by the Trust may not be deductible by the Certificateholders.
- Risks Relating to Accounting, Financial Reporting and Information Management
- The Properties may be subject to impairment charges that may materially affect our financial results.
- If the Trust is unable to maintain effective internal control over financial reporting in the future, the accuracy and timeliness of its financial reporting may be adversely affected.
- Any decision on the part of the Trust, as an emerging growth company, to choose reduced disclosures applicable to emerging growth companies could make the Trust Certificates less attractive to investors.
- Information technology, data security breaches and other similar events could harm the Trust.
Legal proceedings
We are subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business.
We have been involved in several litigation matters involving a single pro se plaintiff, Eric L. Moore (“Moore”), who has repeatedly sought judicial determinations about matters relating to J.C. Penney’s chapter 11 cases. We have already been dismissed, with prejudice, from two of the three proceedings that Moore has commenced against us. On September 8, 2025, Moore filed a complaint in the United States District Court for the Southern District of Texas requesting a receivership over any sale proceeds from our then-pending sales transaction, naming us, and others as defendants. We believe that Moore’s claims are without merit and seek to relitigate issues decided years ago and have moved to dismiss the pending action and for sanctions. Nevertheless, this matter demands the time and attention of management and involves significant legal costs.
On December 26, 2025, we terminated the agreement to sell the Properties. Before the Agreement was terminated, the Buyer sued the Trust’s subsidiaries for specific performance and breach of contract. We believe that these claims are without merit, and we are proceeding accordingly. However, this litigation and related procedural filings demand the time and attention of management and involve significant legal costs and could interfere with our ability to sell the Properties until it is resolved.
While the outcome of any particular lawsuit or dispute cannot be predicted with certainty, in the opinion of management, the Trust's currently pending litigation and disputes are not expected to have a material adverse effect on the Trust's business, financial condition or results of operations. Legal fees are expensed as incurred. However, in the event of unexpected future developments, it is reasonably possible that an adverse outcome in any matter,
The opening of Item 3, Legal Proceedings.4
Sources
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