1. Basic Information of the Announcement
On February 13, 2026, Terra Property Trust, Inc. (Stock Code: ) (the “Company”) filed a Form 425 with the U.S. Securities and Exchange Commission (SEC). According to the filing, the Company intends to commence exchange offers (the “Exchange Offers”) for its outstanding 6.00% Senior Notes due June 30, 2026 (the “TPTA Notes”) and for Terra Income Fund 6, LLC’s 7.00% Senior Notes due March 31, 2026 (the “TIF6 Notes”).
2. Transaction Overview
This proposed transaction consists of separate Exchange Offers covering both the TPTA Notes and the TIF6 Notes, as outlined in a registration statement on Form S-4 filed on February 13, 2026 (which has not yet been declared effective). Concurrent with the Exchange Offers, the Company is soliciting consents (the “Consent Solicitation”) from holders of the TPTA Notes to adopt proposed amendments that would eliminate substantially all restrictive covenants, certain events of default, and certain reporting obligations under the TPTA Notes indenture. No consents are being solicited with respect to the TIF6 Notes. The Exchange Offers expire immediately following 5:00 p.m. (New York City time) on March 16, 2026, unless extended or terminated.
4. Key Transaction Terms
• The Exchange Offers apply to an aggregate of US$80.40 million in principal amount of the TPTA Notes and US$38.40 million in principal amount of the TIF6 Notes. • Each US$25.00 principal amount of the existing notes validly tendered (and not withdrawn) will be exchanged for US$25.00 principal amount of 9.75% Senior Secured Notes due 2029 (the “Exchange Notes”). • The Exchange Notes will be senior secured obligations of the Company, bear interest at a rate of 9.75% per annum, and mature on March 31, 2029. Interest will be payable monthly, starting on April 30, 2026. • The completion of the transaction is subject to conditions set forth in the registration statement, including the receipt of majority consents from holders of the TPTA Notes. The Company reserves the right to terminate or withdraw the Exchange Offers and the Consent Solicitation in accordance with the terms described in the registration statement. • If the proposed amendments are adopted, they will apply to all TPTA Notes not tendered in the Exchange Offers.
5. Company Statements and Forward-Looking Statements
Terra Property Trust, Inc. is an externally managed real estate investment trust that originates, invests in, and manages loans and assets secured by commercial real estate across the United States, with the objective of generating attractive risk-adjusted returns primarily through high current income and potential capital appreciation. The Company has elected to be taxed as a real estate investment trust for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2016.
This announcement contains certain forward-looking statements with respect to the Company. Forward-looking statements are statements that are not descriptions of historical facts and include statements regarding management’s intentions, beliefs, expectations, plans, or predictions of the future. Because such statements include risks, uncertainties, and contingencies, actual results may differ materially and in adverse ways from those expressed or implied. These risks include, without limitation, the Company’s ability to complete the Exchange Offers and the Consent Solicitation on the proposed terms or at all, obtain the required consents for the proposed amendments, meet outstanding maturities of indebtedness, and other risks described under Part I, Item 1A - Risk Factors in the Company’s 2024 Annual Report on Form 10-K and in other filings with the SEC. The forward-looking statements speak only as of the date of this announcement, and the Company undertakes no obligation to update any such statements, except as required by law.
Additional Information
This communication does not constitute an offer to buy or the solicitation of an offer to sell any securities. This communication relates to the previously announced Exchange Offers by the Company. The Exchange Offers are being made pursuant to a registration statement on Form S-4 filed by the Company with the SEC on February 13, 2026 (as it may be amended from time to time), which has not yet been declared effective by the SEC. These materials contain important information, including the terms and conditions of the Exchange Offers. Investors and security holders are urged to read the registration statement, including the prospectus contained therein, and any other relevant documents filed with the SEC carefully and in their entirety if and when they become available, because they will contain important information about the Exchange Offers. Copies of these materials can be obtained free of charge at the SEC’s website (http://www.sec.gov) or by visiting the Company’s website (https://www.terrapropertytrust.com/).
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