Terra Property Trust 2025 AGM: Directors retain seats, auditor confirmed

Rhea-AI Filing Summary

Terra Property Trust, Inc. (NYSE: TPTA) filed a Form 8-K to report the results of its 18 June 2025 virtual annual shareholders’ meeting. Of the 24,338,581 outstanding Class B common shares, 12,644,088.411 (51.95%) were represented in person or by proxy, satisfying quorum requirements.

Proposal 1 – Election of Directors: All five incumbent nominees—Vikram S. Uppal, Roger H. Beless, Michael L. Evans, Spencer E. Goldenberg and Gaurav Misra—were re-elected to serve until the 2026 annual meeting. Support ranged from 91.1% to 92.1% of votes cast, with no broker non-votes recorded.

Proposal 2 – Auditor Ratification: Shareholders ratified KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2025. The proposal passed with 11,956,791.415 votes for (93.1%), 284,659.660 against (2.2%) and 402,637.336 abstentions (3.1%).

No other matters were presented, and the filing contains no financial performance data or strategic disclosures. The outcome reaffirms board continuity and auditor oversight, representing routine corporate-governance business rather than a material event likely to influence valuation.

Positive

• All five directors re-elected with >91% support, signalling continued board stability and shareholder confidence.
• KPMG LLP ratified as auditor with 93% approval, reinforcing consistency in external financial oversight.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine annual meeting; directors re-elected and KPMG ratified; no material governance shifts or financial implications; neutral investor impact.

The filing documents standard statutory items. Director re-election percentages above 90% indicate solid shareholder support and no activist pressure. Auditor ratification passed comfortably, suggesting confidence in financial reporting controls. Absence of additional proposals (e.g., compensation votes, by-law changes) keeps the event procedural. Liquidity, leverage and portfolio metrics remain undisclosed, so the filing does not alter risk or valuation assumptions. Overall, the disclosure maintains status quo governance and should be viewed as neutral from an investment perspective.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 18, 2025

TERRA PROPERTY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland		001-40496		81-0963486
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

205 West 28th Street, 12th Floor

New York New York 10001

(Address of principal executive offices, including zip code)

(212) 753-5100

(Registrant’s telephone number, including area code)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
6.00% Notes due 2026	TPTA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  x

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 18, 2025, Terra Property Trust, Inc., a Maryland corporation (the “Company”), held its annual meeting of stockholders, solely by means of a virtual meeting conducted live over the internet, to vote on the Company’s proposals identified in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 29, 2025. Stockholders representing 12,644,088.411, or 51.95%, of the 24,338,581 outstanding shares of Class B common stock, par value $0.01 per share, were present in person or by proxy, constituting a quorum under applicable law. A summary of voting results with respect to each proposal is set forth below.

Proposal 1. The Company’s stockholders elected all five director nominees to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualify. The votes with respect to the election of each of the five directors were as follows:

Director		Votes For		Votes Withheld		Broker Non-Votes
Vikram S. Uppal		11,592,421.693		1,051,666.718		0
Roger H. Beless		11,648,929.602		995,158.809		0
Michael L. Evans		11,640,902.946		1,003,185.465		0
Spencer E. Goldenberg		11,644,607.924		999,480.487		0
Gaurav Misra		11,560,402.528		1,083,685.883		0

Proposal 2. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year. The votes with respect to the ratification of the appointment of KPMG LLP were as follows:

Total Votes For		Total Votes Against		Abstentions		Broker Non-Votes
11,956,791.415		284,659.660		402,637.336		0

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 23, 2025	By:	/s/ Gregory Pinkus
	Name:	Gregory Pinkus
	Title:	Chief Financial Officer

FAQ

What was the quorum for Terra Property Trust's (TPTA) 2025 annual meeting?

Shareholders representing 51.95% of outstanding Class B shares were present, meeting quorum requirements.

Were Terra Property Trust directors re-elected in 2025?

Yes. All five nominees received between 11.56 M and 11.65 M votes for, with no broker non-votes.

Did shareholders ratify KPMG as Terra Property Trust's auditor?

Yes. The ratification passed with 11.96 M votes for (93.1%), 0 broker non-votes.

Does the 8-K include Terra Property Trust financial results or guidance?

No. The filing is limited to voting outcomes and contains no financial performance data.

Is there any impact on Terra Property Trust's 6.00% Notes due 2026 (TPTA)?

The disclosure is procedural; it does not change terms or credit profile of the 6.00% Notes.