UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02 – Results of Operations and Financial Condition
On January 9, 2026, Terra Property Trust, Inc. (the “Company”) furnished the following information regarding certain preliminary financial and operating information for the quarter and year ended December 31, 2025.
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.
| · | The Company has significantly reduced debt over the last twelve quarters from outstanding debt of $439 million as of December 31, 2022 to total estimated debt of $186 million as of December 31, 2025. |
| · | In November 2025, the Company had $28.9 million in promissory notes outstanding. On November 7, 2025, the Company’s loan position on a multifamily building was refinanced by the borrower, resulting in proceeds of $39.0 million. These proceeds were used to repay the full outstanding balance of the promissory notes. | |
| · | As of December 31, 2025, the Company had $33.0 million of cash and cash equivalents. |
| · | As of December 31, 2025, the Company expects to attain an estimated debt-to-equity ratio of 1.15 – 1.25x. On a net debt-to-equity basis, the Company expects to attain an estimated ratio of 0.95 – 1.05x. |
The Company’s consolidated financial statements as of and for the period ended December 31, 2025 are not yet available. The results and projections set forth above are preliminary and subject to the Company’s detailed period-end closing procedures. The information presented above reflects the Company’s preliminary estimates as of and for the period ended December 31, 2025 subject to the completion of the Company’s financial closing procedures and any adjustments that will result from the completion of the review of the Company’s consolidated financial statements. No assurances can be given that any preliminary estimates or trends shown as of or for period ending on December 31, 2025 will continue for any future period. These preliminary estimates may change, and those changes may be material. As a result, these preliminary estimates may differ from the actual results that will be reflected in the Company’s consolidated financial statements for the period when they are completed and publicly disclosed. The Company’s expectations with respect to the unaudited results for the periods discussed above are based on management estimates. The Company’s independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to these preliminary estimates and, accordingly, does not express an opinion or any other form of assurance about them.
The information furnished under this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 7.01 Regulation FD Disclosure
The information set forth under Item 2.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 7.01.
The information furnished under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
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: January 9, 2026 | By: | /s/ Gregory Pinkus |
| Name: | Gregory Pinkus | |
| Title: | Chief Financial Officer | |