TPTS 8-K/A
Terra Property Trust, Inc. (TPTS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Explanatory Note
This Current Report on Form 8-K/A is being filed to amend the Current Report on Form 8-K filed by Terra Property Trust, Inc., a Maryland corporation (the “Company”), with the U.S. Securities and Exchange Commission on June 11, 2026 in order to check the Rule 425 filing box on the cover page hereof.
Item 7.01 Regulation FD Disclosure.
Cash Flow Projections
On June 10, 2026, the Company, as part of Amendment No. 2 to its Form S-4 (the “Amendment”) for its previously announced exchange offer (the “Exchange Offer”) to exchange all validly tendered unsecured 6.00% Senior Notes due June 30, 2026, issued by the Company (the “Existing Notes”) for a combination of (i) new 11.00% Senior Secured Notes due July 1, 2027 to be issued by the Company (the “Exchange Notes”) and (ii) cash, disclosed certain information relating to its cash flow projections. Capitalized terms used but not defined herein have the meanings ascribed to them in the Amendment.
Based on the Company’s current projections, from April 1, 2026 through September 30, 2026, it expects aggregate cash inflows from its portfolio of approximately $47.1 million and aggregate cash outflows from its portfolio of (i) approximately $51.9 million, assuming participation in the Exchange Offer only by holders representing approximately $35.8 million (or 65.7% of the aggregate principal amount) of the outstanding Existing Notes that have provided a non-binding indication of interest regarding participation in the Exchange Offer, or (ii) approximately $37.9 million, assuming all holders of Existing Notes participate in the Exchange Offer, in each case excluding transaction expenses. Significant projected cash outflows during this period include approximately $27.7 million, assuming participation only by holders representing approximately $35.8 million (or 65.7% of the aggregate principal amount) of the outstanding Existing Notes that have provided a non-binding indication of interest regarding participation in the Exchange Offer, or approximately $13.6 million, assuming full participation in the Exchange Offer, in each case relating to cash payments in respect of Existing Notes in June 2026, approximately $13.3 million relating to the repayment of a secured borrowing associated with a multifamily equity investment in September 2026 in connection with the anticipated monetization of such investment, approximately $1.6 million relating to capital contributions to an equity investment, and the remainder primarily comprised of scheduled debt service, operating expenses and other corporate expenditures. Significant projected cash inflows during this period include approximately $5.7 million from the partial repayment of a mezzanine loan secured by an infill land property expected in June 2026, approximately $6.0 million of projected distributions from certain equity and preferred equity investments expected during May and June 2026, approximately $4.1 million from the disposition of an industrial equity investment completed during April 2026 and approximately $31.6 million from the anticipated monetization of a multifamily equity investment expected in September 2026. These projections are based on current assumptions and expectations and are subject to change. There can be no assurance that any anticipated repayments, dispositions, monetizations, distributions or other liquidity events will occur on the timing currently anticipated, on the terms currently contemplated or at all.
The information included in this Item 7.01 to this Current Report on Form 8-K is deemed “furnished” and not filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On June 11, 2026, the Company issued a press release announcing the extension of its previously announced Exchange Offer. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Forward-Looking Statements
This press release contains certain forward-looking statements with respect to the Company. Forward-looking statements are statements that are not descriptions of historical facts and include statements regarding management’s intentions, beliefs, expectations, plans or predictions of the future, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Because such statements include risks, uncertainties and contingencies, actual results may differ materially and in adverse ways from those expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, without limitation, the following: the Company’s expected financial performance, operating results and the Company’s ability to make distributions to its stockholders in the future; the Company’s expectations concerning its liquidity and capital resources, including the Company’s ability to meet its obligations as they become due, including the Company’s ability to address upcoming maturities of its indebtedness, including the Existing Notes, through cash on hand, the Exchange Offer, any concurrent or future financing transactions, including the terms and conditions (including collateral) of any future financings, cash flow from operations or other sources of liquidity; the level of participation in the Exchange Offer; changes in the Company’s investment objectives and business strategy; the Company’s ability to consummate the Exchange Offer on the proposed terms or on the anticipated timeline, or at all; the occurrence of any event, change or other circumstance that could give rise to the termination of the Exchange Offer; risks related to diverting the attention of the Company’s management from ongoing business operations; the ability of the Exchange Notes to be approved for listing on the New York Stock Exchange; the Company’s ability to repay any Existing Notes that remain outstanding after the consummation of the Exchange Offer; the uncertainty of expected future financial performance and results of the Company; general adverse economic and real estate conditions; volatility in the Company’s industry, interest rates and spreads, the debt or equity markets, the general economy or the real estate market specifically, whether the results of market events or otherwise; legislative and regulatory changes, including changes to laws governing the taxation of REITs; changes in interest rates and the market value of the Company’s assets; competition in the real estate industry; changes in accounting principles generally accepted in the U.S.; policies and guidelines applicable to REITs; the availability of financing on acceptable terms or at all; pandemics and other health concerns and the measures intended to prevent their spread; and the potential material adverse effect these matters may have on the Company’s business, results of operations, cash flows and financial condition. Additional information concerning the Company and its business, including additional factors that could materially and adversely affect the Company’s financial results, include, without limitation, the risks described under Part I, Item 1A - Risk Factors, in the Company’s 2025 Annual Report on Form 10-K, under Part II, Item 1A - Risk Factors, in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, under “Risk Factors” in the Amendment, and in the Company’s other filings with the Securities and Exchange Commission.
Additional Information
This Current Report on Form 8-K does not constitute an offer to buy or the solicitation of an offer to sell any securities. This communication relates to the previously announced Exchange Offer by the Company. The Exchange Offer is being made pursuant to a registration statement on Form S-4 filed by the Company with the Securities and Exchange Commission on May 7, 2026 (as amended on June 3, 2026, June 10, 2026, June 11, 2026 and as it may be amended from time to time), which has not yet been declared effective by the Securities and Exchange Commission, which includes a prospectus relating to the Exchange Offer. These materials contain important information, including the terms and conditions of the Exchange Offer. This communication is not a substitute for the registration statement, prospectus, or any other document the Company has filed or may file with the Securities and Exchange Commission in connection with the Exchange Offer. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, INCLUDING THE PROSPECTUS CONTAINED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER. Copies of the registration statement, prospectus and other documents filed by the Company with the Securities and Exchange Commission are available free of charge at the Securities and Exchange Commission’s website at http://www.sec.gov or by visiting the Company’s website at https://www.terrapropertytrust.com.
Item 9.01 - Financial Statements and Exhibits.
| Exhibit | Description | |
| 99.1 | Press Release dated June 11, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TERRA PROPERTY TRUST, INC. | ||
| Date: June 15, 2026 | By: | /s/ Gregory Pinkus |
| Name: | Gregory Pinkus | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Terra Property Trust, Inc. Announces
Extension of Expiration Date of Registered Exchange Offer
NEW YORK, June 11, 2026 (GLOBE NEWSWIRE) — Terra Property Trust, Inc. (the “Company”) announced yesterday that it has extended the expiration date of its previously announced exchange offer (the “Exchange Offer”) to exchange all validly tendered unsecured 6.00% Senior Notes due June 30, 2026, issued by the Company (the “Existing Notes”) for a combination of (i) new 11.00% Senior Secured Notes due July 1, 2027 to be issued by the Company (the “Exchange Notes”) and (ii) cash. The Exchange Offer is being made pursuant to the Company’s Registration Statement on Form S-4 (File No. 333-295631) (as amended, the “Registration Statement”), which has been filed with the Securities and Exchange Commission (the “SEC”).
The Exchange Offer, previously scheduled to expire at 5:00 p.m. New York City time, on June 10, 2026, will now expire at 5:00 p.m. New York City time, on June 25, 2026.
The Registration Statement describes the changes to the terms of the Exchange Offer, including an increase in the interest rate to 11.00%, providing certain asset level first lien collateral for the benefit of holders of the Exchange Notes, increasing the cash portion of the exchange consideration, and shortening the maturity date of the Exchange Notes to July 1, 2027. You are encouraged to review the Registration Statement for a complete description of the Exchange Offer and the risk factors involved. The consummation of the Exchange Offer is subject to, and conditioned upon, the satisfaction or waiver of the conditions set forth in the Company’s prospectus, which forms a part of the Registration Statement that contains a more comprehensive description of the terms and conditions of the Exchange Offer. Ladenburg Thalmann & Co. Inc. is serving as the dealer manager for the Exchange Offer. D.F. King & Co., Inc. is serving as the exchange agent and information agent for the Exchange Offer.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities described herein. The Exchange Offer may be made only pursuant to the terms and conditions of the Prospectus and the other related materials.
About Terra Property Trust, Inc.
Terra Property Trust, Inc. is an externally managed real estate investment trust that originates, invests in, and manages loans and assets secured by commercial real estate across the United States and makes strategic real estate equity and non-real estate-related investments that align with its investment objectives and criteria. The Company’s objective is to continue to provide attractive risk-adjusted returns to its stockholders, primarily by earning high current income that allows for regular distributions and, in certain instances, benefiting from potential capital appreciation. The Company has elected to be taxed as a real estate investment trust for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2016. The Company is externally advised by Terra REIT Advisors, LLC.
Forward-Looking Statements
This press release contains certain forward-looking statements with respect to the Company. Forward-looking statements are statements that are not descriptions of historical facts and include statements regarding management’s intentions, beliefs, expectations, plans or predictions of the future, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Because such statements include risks, uncertainties and contingencies, actual results may differ materially and in adverse ways from those expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, without limitation, the following: the Company’s expected financial performance, operating results and the Company’s ability to make distributions to its stockholders in the future; the Company’s expectations concerning its liquidity and capital resources, including the Company’s ability to meet its obligations as they become due, including the Company’s ability to address upcoming maturities of its indebtedness, including the Existing Notes, through cash on hand, the Exchange Offer, any concurrent or future financing transactions, including the terms and conditions (including collateral) of any future financings, cash flow from operations or other sources of liquidity; the level of participation in the Exchange Offer; changes in our investment objectives and business strategy; risks related to diverting the attention of the Company’s management from ongoing business operations; the ability of the Exchange Notes to be approved for listing on the New York Stock Exchange; the uncertainty of expected future financial performance and results of the Company; general adverse economic and real estate conditions; volatility in the Company’s industry, interest rates and spreads, the debt or equity markets, the general economy or the real estate market specifically, whether the results of market events or otherwise; legislative and regulatory changes, including changes to laws governing the taxation of REITs; changes in interest rates and the market value of the Company’s assets; competition in the real estate industry; changes in accounting principles generally accepted in the U.S.; policies and guidelines applicable to REITs; the availability of financing on acceptable terms or at all; pandemics and other health concerns and the measures intended to prevent their spread; and the potential material adverse effect these matters may have on the Company’s business, results of operations, cash flows and financial condition. Additional information concerning the Company and their business, including additional factors that could materially and adversely affect the Company’s financial results, include, without limitation, the risks described under Part I, Item 1A - Risk Factors, in the Company’s 2025 Annual Report on Form 10-K, under Part II, Item 1A - Risk Factors, in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, and in the Company’s other filings with the SEC.
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