Terra Property Trust, Inc. filings document a Maryland corporation with NYSE-listed 6.00% notes due 2026 under TPTA and disclosures tied to its commercial real estate finance activities. The record includes Form 8-K reports on operating and financial information, liquidity planning, Regulation FD presentations, balance-sheet strategy, material agreements, and capital-structure transactions involving Terra and its wholly owned subsidiary, Terra Income Fund 6, LLC.
Proxy materials cover annual meeting procedures, stockholder voting matters, and governance oversight. The filings also disclose the completed exchange offers and consent solicitations for Terra's 6.00% senior notes and Terra Income Fund 6's 7.00% senior notes, including the issuance of 7.00% senior secured notes due 2029, alongside emerging-growth-company status and registered securities information.
Terra Property Trust, Inc. reported a sharp downturn for the three months ended March 31, 2026. Total revenue fell to $3.2 million from $12.5 million a year earlier, and the company posted a net loss of $15.0 million, compared with a $1.3 million loss in 2025. Higher credit costs were a key driver, with provision for credit losses rising to $6.9 million. Liquidity weakened: cash and cash equivalents were $5.0 million, while the company disclosed about $69.6 million of debt coming due, including $56.4 million of 6.00% Senior Notes Due 2026. Management stated that, as of March 31, 2026, it did not have sufficient liquidity to meet these obligations and that substantial doubt exists about its ability to continue as a going concern.
Terra Property Trust, Inc. commenced an exchange offer to accept outstanding 6.00% Notes due June 30, 2026 in exchange for newly issued 8.00% Senior Secured Notes due December 31, 2028 plus cash under a Form S-4 registration statement filed May 7, 2026. The Exchange Offer began on May 7, 2026 and expires at 5:00 p.m. New York City time on June 5, 2026, unless extended or terminated. The Exchange Notes will be senior secured, rank pari passu with the Company’s existing secured notes, bear interest at 8.00% payable quarterly starting June 30, 2026, and will be issued under a new indenture. Tenders of Existing Notes may be withdrawn before the Expiration Date and the Company may terminate the Exchange Offer in accordance with the Registration Statement.
Terra Property Trust, Inc. is offering to exchange its outstanding $56,361,350 aggregate principal amount of 6.00% Senior Notes due June 30, 2026 (the "Existing Notes") for new 8.00% Senior Secured Notes due December 31, 2028 (the "Exchange Notes") plus cash. For each $25 principal amount of Existing Notes validly tendered, holders will receive $20 principal amount of Exchange Notes and $5 cash. The Exchange Notes will bear interest at 8.00% and, subject to certain exceptions, will be secured by collateral on an equal and ratable basis with existing secured notes. The Offer expires at 5:00 p.m. Eastern on June 5, 2026, and is conditioned on satisfaction or waiver of customary conditions. The company discloses substantial doubt about its ability to continue as a going concern and states it does not currently have sufficient liquidity to satisfy outstanding maturities not exchanged.
Terra Property Trust, Inc. is calling a virtual Annual Meeting of stockholders on June 18, 2026 at 9:00 a.m. Eastern Time. Holders of 24,340,113.51 shares of Class B common stock as of April 17, 2026 can vote online.
Stockholders will elect five directors for one-year terms and vote on ratifying KPMG LLP as independent auditor for the year ending December 31, 2026. The company is externally managed under a Management Agreement, paying its Manager 2025 asset management fees of $4,786,640, asset servicing fees of $1,143,783, disposition fees of $1,698,415 and origination and extension fees of $1,189,878, plus $4,035,222 in reimbursed operating expenses.
Terra Property Trust, Inc. completed exchange offers and issued $25,578,000 of new 7.00% Senior Secured Notes due March 31, 2029. Holders exchanged $24,027,025 of the company’s 6.00% notes due 2026 and $1,550,975 of TIF6 7.00% notes due 2026 into these new secured notes.
The Exchange Notes pay 7.00% interest monthly, are secured by liens on equity interests in multiple subsidiaries, and rank senior to subordinated and unsecured debt to the extent of the collateral value. The indenture includes covenants tied to a minimum 1.35 to 1.00 Collateral Coverage Ratio and limits dividends above 90% of taxable income.
Terra Property Trust, Inc. reported the final results of its exchange offers for existing unsecured notes into new secured 7.00% Senior Notes due March 31, 2029. Holders of Terra Property Trust’s 6.00% Senior Notes due June 30, 2026 tendered $24,027,025, representing 29.89% of that series’ outstanding principal. Holders of Terra Income Fund 6, LLC’s 7.00% Senior Notes due March 31, 2026 tendered $1,550,975, or 4.04% of that series’ principal.
The company did not receive consents from a requisite majority of TPT noteholders, so proposed amendments eliminating many covenants, certain events of default, and reporting obligations under the TPT indenture will not take effect. Completion of the exchange offers remains subject to conditions described in the effective S-4 registration statement and related prospectus.
Terra Property Trust, Inc. is offering holders of its 6.00% Senior Notes due June 30, 2026 and its subsidiary Terra Income Fund 6, LLC’s 7.00% Senior Notes due March 31, 2026 the opportunity to exchange those Existing Notes for new 7.00% Senior Secured Notes due 2029 issued by the Company. In exchange, each $25.00 principal amount of Existing Notes validly tendered will receive $25.00 principal amount of Exchange Notes. The Exchange Notes will pay interest monthly beginning April 30, 2026 and mature on March 31, 2029. As of the prospectus date, aggregate principal outstanding totaled approximately $80,388,375 of Company Notes and $38,400,000 of Terra LLC Notes. The Exchange Offers and related consent solicitation to amend the Company Notes indenture expire at 5:00 p.m., Eastern Time, on March 26, 2026, subject to extension, and are conditioned on effectiveness of the registration statement.
Terra Property Trust, Inc. files its annual report describing a credit-focused real estate investment strategy and a concentrated middle‑market loan portfolio. As of December 31, 2025, it held three first mortgage loans totaling $86.5 million, two mezzanine loans totaling $24.7 million, and four preferred equity investments totaling $81.3 million. The company also owned four industrial buildings with a net carrying value of $47.4 million and $20.7 million of related mortgage debt, plus $70.0 million of equity in unconsolidated ventures and $26.2 million of non‑real‑estate investments. Outstanding indebtedness included $118.8 million of unsecured notes and $62.0 million of secured financing. Terra is pursuing registered exchange offers to swap 6.00% and 7.00% Senior Notes Due 2026 for new Senior Secured Notes due 2029, with the coupon reduced from 9.75% to 7.00% and the expiration extended to March 26, 2026.
Terra Property Trust, Inc. furnished a press release on March 12, 2026 disclosing financial information as of December 31, 2025 and details regarding previously announced exchange offers to exchange the Company’s 6.00% Senior Notes due June 30, 2026 and its subsidiary TIF6’s 7.00% Senior Notes due March 31, 2026 for newly issued 7.00% Senior Secured Notes due 2029, and a related consent solicitation for the TPT Notes.
The Company states the Exchange Offers are made under a Form S-4 registration statement (File No. 333-293479) that has not been declared effective. The press release is attached as Exhibit 99.1 and the filing reiterates customary forward-looking statement disclaimers and risk factors.