[8-K] Terra Property Trust, Inc. Reports Material Event

Rhea-AI Filing Summary

Terra Property Trust (TPTA) furnished a business update under Regulation FD. The company reiterated its intention to repay its 6.00% Senior Notes due June 30, 2026 and to have its wholly owned subsidiary, Terra Income Fund 6, LLC, repay its 7.00% Senior Notes due March 31, 2026. Management described multiple potential sources to meet these obligations, including ordinary course loan repayments, asset sales and distributions, and debt or equity capital sources or facilities.

Management also discussed progress on strengthening the balance sheet. Over the last three fiscal years through September 30, 2025, the company repaid approximately $200 million under various financing obligations. The update was presented in meetings with potential investors and capital sources and was furnished, not filed.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 16, 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 to 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))

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 7.01. Regulation FD Disclosure.

As previously disclosed, Terra Property Trust, Inc. (the “Company”) intends to repay its 6.00% Senior Notes due June 30, 2026 and to cause Terra Income Fund 6, LLC, the Company’s wholly owned subsidiary (“Terra LLC”), to repay the 7.00% Senior Notes due March 31, 2026 of Terra LLC through various financings, including ordinary course loan repayments, asset sales and distributions, and debt or equity capital sources or facilities.  

The Company participated in meetings with potential investors and capital sources where management discussed the progress the Company made in strengthening its balance sheet.  Anticipating and responding to the challenges facing commercial real estate in the higher interest rate environment, over time the Company evolved its financing strategy to deploy more conservative amounts of leverage relative to the mortgage REIT sector. Over the last three fiscal years through September 30, 2025, the Company repaid approximately $200 million under various financing obligations.

The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K and information incorporated by reference herein contain certain forward-looking statements. Words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “could,” “would,” “may,” “potential” or the negative of those terms or other comparable terminology are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions, many of which are beyond the control of the Company, including, without limitation, the risk factors and other matters set forth in the Company's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”), and other reports filed by the Company with the SEC, copies of which are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

 Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit Description
104		Cover Page Interactive Data File (formatted as inline XBRL).

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Terra Property Trust, Inc.
	(Registrant)
Date: October 16, 2025	By:	/s/ Gregory Pinkus
	Name:	Gregory Pinkus
	Title:	Chief Financial Officer

FAQ

What did TPTA disclose about its debt repayment plans?

The company intends to repay its 6.00% Senior Notes due June 30, 2026 and have Terra Income Fund 6, LLC repay its 7.00% Senior Notes due March 31, 2026.

How does Terra Property Trust plan to fund these repayments?

Management cited ordinary course loan repayments, asset sales and distributions, and debt or equity capital sources or facilities.

How much debt has TPTA repaid recently?

Over the last three fiscal years through September 30, 2025, the company repaid approximately $200 million under various financing obligations.

What securities of TPTA are listed and where?

6.00% Notes due 2026 trade on the New York Stock Exchange under the symbol TPTA.

Was this information filed or furnished?

It was furnished under Item 7.01 of Form 8-K and is not deemed filed for purposes of Section 18 of the Exchange Act.

What market context did management reference?

Management cited challenges facing commercial real estate in a higher interest rate environment and noted a shift toward more conservative leverage relative to the mortgage REIT sector.