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Terra Property Trust (NYSE: TPTA) directors re-elected and KPMG ratified

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Terra Property Trust, Inc. reported the results of its annual stockholder meeting held on June 18, 2026. Stockholders representing 13,095,682.771 Class B shares, or 53.80% of the 24,340,114 outstanding shares, were present, establishing a quorum.

All five director nominees were elected to serve until the 2027 annual meeting, with each receiving over 11.27 million votes in favor and no broker non-votes reported. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for the 2026 fiscal year, with 11,781,421.172 votes for, 793,255.908 against, and 521,005.691 abstentions.

Positive

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Negative

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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.
Shares represented 13,095,682.771 shares Class B shares represented at annual meeting; 53.80% of outstanding
Shares outstanding 24,340,114 shares Class B common stock outstanding at meeting date
Votes for KPMG 11,781,421.172 votes For ratification of KPMG LLP as 2026 auditor
Votes against KPMG 793,255.908 votes Against ratification of KPMG LLP as 2026 auditor
Director votes for (range) 11,277,621.624–11,413,928.411 votes Votes for each of five director nominees
Quorum percentage 53.80% Portion of outstanding Class B shares represented
quorum regulatory
"were present in person or by proxy, constituting a quorum under applicable law"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
broker non-votes regulatory
"Votes Withheld | | | Broker Non-Votes |"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
emerging growth company regulatory
"Emerging growth company x x Item 5.07."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
definitive proxy statement regulatory
"proposals identified in the Company’s definitive proxy statement on Schedule 14A"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
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Learn about SEC filing dates
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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, 2026

 

 

 

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, 2026, 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, 2026. Stockholders representing 13,095,682.771, or 53.80%, of the 24,340,114 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 2027 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   11,313,359.485    1,782,323.286    0 
Roger H. Beless   11,413,366.251    1,682,316.520    0 
Michael L. Evans   11,387,579.487    1,708,103.284    0 
Spencer E. Goldenberg   11,413,928.411    1,681,754.360    0 
Gaurav Misra   11,277,621.624    1,818,061.147    0 

 

Proposal 2. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 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 
11,781,421.172    793,255.908    521,005.691    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 22, 2026 By: /s/ Gregory Pinkus
  Name: Gregory Pinkus
  Title: Chief Financial Officer

 

 

 

Filing Exhibits & Attachments

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