Terra Property Trust, Inc. 8-K/A

What Happened
Terra Property Trust, Inc. filed an 8-K on June 15, 2026 reporting cash flow projections (disclosed in Amendment No. 2 to its Form S-4) related to its previously announced exchange offer to swap unsecured 6.00% Senior Notes due June 30, 2026 (the Existing Notes) for new 11.00% Senior Secured Notes due July 1, 2027 (the Exchange Notes) and cash. The filing also reports that on June 11, 2026 the company issued a press release extending the Exchange Offer. Projections cover April 1, 2026 through September 30, 2026 and are subject to change and other uncertainties.

Key Details

• Projected aggregate cash inflows for Apr–Sep 2026: approximately $47.1 million.
• Projected aggregate cash outflows: approximately $51.9 million assuming partial participation (holders representing ~$35.8M, or 65.7%, have indicated non-binding interest), or approximately $37.9 million assuming full participation by all Existing Note holders (excludes transaction expenses).
• Major projected outflows include: cash payments on Existing Notes in June 2026 of ~$27.7M (partial participation) or ~$13.6M (full participation); ~$13.3M repayment of a secured borrowing tied to a multifamily investment expected at monetization in September 2026; ~$1.6M capital contributions.
• Major projected inflows include: ~$31.6M expected from monetization of a multifamily equity investment in September 2026, ~$6.0M of distributions expected in May–June 2026, ~$5.7M partial repayment of a mezzanine loan in June 2026, and ~$4.1M realized from an industrial equity disposition in April 2026.

Why It Matters
These projections show the company’s near-term liquidity depends heavily on the level of participation in the Exchange Offer and on several anticipated monetizations, repayments and distributions. If participation is only partial, projected outflows exceed inflows for the period shown, which could affect the company’s need for additional financing or cash management decisions. The Exchange Notes, if issued, would be secured and carry a higher coupon (11.00%) than the Existing Notes (6.00%). The S-4 registration statement (and prospectus) for the Exchange Offer has not been declared effective, and the company cautions that the timing and occurrence of the listed liquidity events are uncertain. Investors should review the S-4/prospectus and the company’s risk disclosures before acting.