Every 8-K that Terra Property Trust, Inc. 6.00% Notes due 2026 (TPTA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TPTA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TPTA filings page.
Terra Property Trust, Inc. completed an exchange offer for its 6.00% Senior Notes due June 30, 2026, swapping tendered notes into new 11.00% Senior Secured Notes due July 1, 2027 plus cash. The company issued $27.16 million of these Exchange Notes and repaid the remaining original notes.
The Exchange Notes are secured by equity interests in multiple subsidiaries and pay monthly interest at 11.00% per year, with optional and mandatory redemptions at 102% of principal plus accrued interest. A wholly owned subsidiary also entered into a $25 million term loan at 11.00% interest, helping fund the cash portion of the exchange and repayment of the original notes.
Terra Property Trust, Inc. announced the final results of its registered exchange offer for its 6.00% Senior Notes due June 30, 2026. As of the June 26, 2026 expiration, holders had tendered $36,208,750 in principal amount of these notes, representing 66.4% of the total outstanding principal.
Tendering holders are entitled to receive a combination of new 11.00% Senior Secured Notes due July 1, 2027 and cash, in line with the company’s previously announced terms. The company notes that consummation of the exchange offer remains subject to the conditions described in its effective Form S-4 prospectus.
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.
Terra Property Trust, Inc. filed an amended Form 8-K to mark its exchange-offer materials as a Rule 425 communication, provide updated cash flow projections, and confirm an extension of its note exchange offer. From April 1 to September 30, 2026, the company projects about $47.1 million of cash inflows from its portfolio.
Projected portfolio cash outflows over the same period are about $51.9 million if only holders representing $35.8 million (65.7% of the 6.00% Senior Notes due June 30, 2026) participate in the exchange, or about $37.9 million if all holders participate, both excluding transaction expenses. Key expected inflows include $5.7 million from a mezzanine loan repayment, $6.0 million of distributions, $4.1 million from an industrial equity disposition, and $31.6 million from monetizing a multifamily equity investment.
The company also disclosed that its registered exchange offer to swap unsecured 6.00% Senior Notes due June 30, 2026 for new 11.00% Senior Secured Notes due July 1, 2027 plus cash has had its expiration extended from June 10, 2026 to June 25, 2026. The revised terms increase the interest rate to 11.00%, add asset-level first-lien collateral for the new notes, increase the cash portion of consideration, and shorten the exchange notes’ maturity to July 1, 2027. Completion of the exchange offer remains subject to conditions described in the company’s Form S-4 registration statement and related prospectus.
Terra Property Trust, Inc. updated investors on projected cash flows and the status of its exchange offer for its 6.00% Senior Notes due June 30, 2026. From April 1 through September 30, 2026, it expects about $47.1 million of cash inflows from its investment portfolio.
Projected portfolio cash outflows are about $51.9 million assuming only holders with roughly $35.8 million of notes participate in the exchange, or about $37.9 million assuming full participation. Major outflows include cash payments on Existing Notes in June 2026, repayment of a secured borrowing tied to a multifamily equity investment in September 2026, capital contributions and ongoing debt service and operating costs.
Key inflows include repayments on a mezzanine loan, distributions from equity and preferred equity investments, proceeds from an April 2026 industrial equity disposition and an anticipated monetization of a multifamily equity investment in September 2026. Separately, the company extended the expiration of its exchange offer, which swaps the Existing Notes for new 11.00% Senior Secured Notes due July 1, 2027 plus cash, to 5:00 p.m. New York City time on June 25, 2026.
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. disclosed updated information on its ongoing exchange offers for its unsecured notes and the unsecured notes of its wholly owned subsidiary, Terra Income Fund 6, LLC (TIF6). The company is offering to exchange each $25 principal amount of these existing notes for $25 principal amount of new 7.00% senior secured notes due 2029, secured by a first-lien pledge on equity interests in certain subsidiaries.
As of December 31, 2025, TIF6 had approximately $38.4 million of notes outstanding, cash of about $0.4 million, and total assets of roughly $105.8 million, including a $48.1 million promissory note receivable from the company due March 31, 2027. The company had about $80.4 million of its own notes outstanding and cash and cash equivalents of approximately $33.2 million as of the same date. As of March 12, 2026, only 3.80% of the company’s notes and 0.37% of TIF6’s notes had been tendered into the exchange offers.
The company states there may not be sufficient liquidity for TIF6 to repay its notes at maturity while also ensuring the company remains a going concern and notes it cannot provide assurance it will obtain additional liquidity on acceptable terms, if at all, to repay any remaining company notes. In response, it has engaged Portage Point Partners as restructuring banker and Alston & Bird as restructuring counsel to evaluate strategic alternatives, including potential restructuring options, relating to the existing notes.
Terra Property Trust, Inc. furnished preliminary financial and operating information for the quarter and year ended December 31, 2025. The company explains that it has shifted to using more conservative leverage in response to challenges in commercial real estate under higher interest rates.
In November 2025, it had $28.9 million in promissory notes outstanding. On November 7, 2025, a borrower refinanced a multifamily loan, generating $39.0 million of proceeds that were used to fully repay these promissory notes. As of December 31, 2025, Terra Property Trust reports $33.0 million of cash and cash equivalents.
The company stresses that these figures are preliminary estimates, subject to completion of year-end closing and review of consolidated financial statements, and may change, potentially materially. The information is furnished, not filed, and the independent auditor has not audited or reviewed these estimates.
Terra Property Trust, Inc. announced that its management will host a webcast and investor update conference call on December 10, 2025 at 11:00 a.m. Eastern Time to discuss the company’s financial and operational performance for the quarter ended September 30, 2025. Investors can access the live webcast and submit questions in advance through the provided online registration links, or register online to receive unique dial-in details for the telephone conference call. A presentation deck supporting the update is provided as Exhibit 99.1, and a replay of the webcast will be available through December 24, 2025. The company specifies that the information shared under this item, including the exhibit, is being furnished rather than filed under securities law.
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.
Terra Property Trust, Inc. announced that management will host a webcast and investor update conference call on September 4, 2025 at 11:00 a.m. Eastern Time. During the event, the company plans to provide financial and operational details of its performance for the quarter ended June 30, 2025 and discuss its liquidity plans. A presentation deck supporting the discussion is made available as Exhibit 99.1 and is furnished, not filed, under securities law. The webcast will also be available for replay through September 18, 2025.
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.