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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): March 27, 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 7.01 Regulation FD Disclosure.

 

On March 27, 2026, Terra Property Trust, Inc., a Maryland corporation (the “Company”), issued a press release announcing the final results of its previously announced exchange offers and consent solicitations. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information included in this Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1, is deemed “furnished” and not filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 - Financial Statements and Exhibits.

 

Exhibit   Description
99.1   Press Release dated March 27, 2026
104   Cover Page Interactive Data File (formatted as inline XBRL)

 

 

 

  

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: March 27, 2026 By: /s/ Gregory Pinkus
  Name: Gregory Pinkus
  Title: Chief Financial Officer

 

 


ATTACHMENTS / EXHIBITS

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