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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.
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. is offering holders of its and its subsidiary’s outstanding notes the opportunity to exchange those notes for newly issued 7.00% Senior Secured Notes due 2029 and is soliciting consents to amend the Company Notes indenture.
The Exchange Offers cover all outstanding Existing Notes, including approximately $80.4 million aggregate principal of the Company Notes and $38.4 million aggregate principal of the Terra LLC Notes. The Exchange Notes accrue interest monthly and are secured by perfected liens on certain capital interests in specified direct subsidiaries, subject to a pro forma 1.35x Collateral Coverage Ratio covenant. The offers expire at 5:00 p.m., Eastern Time, on March 26, 2026, and consummation is conditioned on the effectiveness of the Form S-4 registration statement and, for the Proposed Amendments, receipt of consents representing a majority of outstanding Company Notes.
Terra Property Trust, Inc. commenced registered exchange offers to exchange its outstanding 6.00% Notes due 2026 and 7.00% Notes due 2026 for newly issued 9.75% Senior Secured Notes due 2029, pursuant to a Form S-4 registration statement filed February 13, 2026.
The company is also soliciting consents from holders of the 6.00% Notes to approve proposed indenture amendments that would eliminate substantially all restrictive covenants, certain events of default provisions and certain reporting obligations; the Consent Solicitation requires consents from holders of at least a majority in aggregate principal amount of the outstanding 6.00% Notes. The Exchange Offers and Consent Solicitation commenced February 13, 2026 and expire at 5:00 p.m. New York City time on March 16, 2026, unless extended or terminated. The Exchange Notes will be senior secured, bear interest at 9.75% per annum, mature on March 31, 2029, and pay interest monthly beginning April 30, 2026.
Terra Property Trust, Inc. has launched exchange offers to refinance its outstanding retail notes. Holders of $25.00 principal amount of the existing 6.00% Company Notes due June 30, 2026 and 7.00% Terra LLC Notes due March 31, 2026 are offered $25.00 principal of new 9.75% senior secured notes due March 31, 2029.
The new notes pay interest monthly at 9.75% and may be redeemed at 101% before December 31, 2026 and at par thereafter, plus accrued interest. They will be secured by equity interests in certain subsidiaries and rank senior secured to the extent of that collateral.
The offer and related consent solicitation run until 5:00 p.m. Eastern time on March 16, 2026, and aim to extend debt maturities and strengthen Terra’s liquidity and capital structure. Non‑tendered Company Notes may lose key covenants, face potential delisting and could trade with reduced liquidity.
Terra Property Trust, Inc. is registering $60,000,000 of senior secured notes due March 31, 2029. The company is a real estate investment trust focused on U.S. commercial real estate credit, targeting middle‑market loans of approximately $10 million to $50 million.
The notes pay interest monthly and are subject to mandatory principal repayments of 10.0% of the then outstanding amount on September 30, 2027 and 15.0% on September 30, 2028. Terra may redeem the notes at 102% before March 31, 2027, 101% between March 31 and September 30, 2027, and 100% thereafter, in each case plus accrued interest.
The notes will be secured by liens on capital interests in certain subsidiaries and are intended to be listed on the NYSE under the symbol “TPTS.” Net proceeds are expected to be used to refinance, repurchase or repay indebtedness maturing in 2026 and for general corporate purposes.
Terra Property Trust, Inc., a commercial real estate-focused REIT, is offering $60.0 million of senior secured notes due 2029. The fixed-rate notes will pay monthly interest, be issued in $25 denominations, and are expected to list on the NYSE under the symbol “TPTS.” The company may not redeem the notes before March 30, 2028, and can redeem them at par plus accrued interest thereafter.
The notes will be secured by liens on equity interests in certain subsidiaries and rank senior to subordinated debt, pari passu with other unsubordinated debt, and structurally behind subsidiary-level liabilities. Terra estimates net proceeds of about $55.8 million, which it plans to use mainly to refinance or repay existing indebtedness, including a portion of its existing senior notes, and for general corporate purposes. The company highlights a multi‑year deleveraging effort and expects a 2025 year-end debt‑to‑equity ratio around 1.15–1.25x.
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. plans to issue $60.0 million of senior secured notes due March 30, 2029, with a fixed interest rate paid monthly in $25 denominations. The notes are secured by liens on equity interests in certain subsidiaries and will rank senior to subordinated debt and effectively senior to unsecured debt, but will be structurally subordinated to liabilities at non‑guarantor subsidiaries. Terra intends to list the notes on the NYSE under the symbol “TPTS” and may issue up to $9.0 million of additional notes through an underwriters’ option, as well as further notes subject to a 1.35x Collateral Coverage Ratio.
The company expects to receive approximately $56.9 million in net proceeds, or $65.6 million if the underwriters’ option is fully exercised, and plans to use the cash to refinance, repurchase or repay 2026‑maturity indebtedness, including a portion of existing notes, and for general corporate purposes. An anchor investor affiliated with its sponsor and/or a leading credit firm may purchase a meaningful portion of the offering. Key risks highlighted include high leverage, broad discretion over use of proceeds, limited covenant protection, potential subordination to other liabilities, interest‑rate and market risk, and the possibility that guarantees or collateral could be challenged in insolvency scenarios.