{"url_path":"/sec/tpta/8-k/2026-06-15/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 ** ** Other Events.**","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1674356/0001104659-26-073711-index.html","accession_number":"0001104659-26-073711","cik":"0001674356","ticker":"TPTA","issuer_name":"Terra Property Trust, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1674356/0001104659-26-073711-index.html","primary_entity_key":"0001674356","primary_entity_name":"Terra Property Trust, Inc."},"word_count":818,"has_tables":true,"body_markdown":"**Item 8.01** ** Other Events.**\n\n \n\nOn June 11, 2026, the Company issued a press release\nannouncing the extension of its previously announced Exchange Offer. A copy of the press release is attached as Exhibit 99.1 to this Current\nReport on Form 8-K and is hereby incorporated by reference herein.\n\n \n\n \n\n \n\n \n\n**Forward-Looking Statements**\n\n** **\n\nThis press release contains certain forward-looking\nstatements with respect to the Company. Forward-looking statements are statements that are not descriptions of historical facts and\ninclude statements regarding management’s intentions, beliefs, expectations, plans or predictions of the future, within the meaning\nof Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.\nBecause such statements include risks, uncertainties and contingencies, actual results may differ materially and in adverse ways from\nthose expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, without limitation,\nthe following: the Company’s expected financial performance, operating results and the Company’s ability to make distributions\nto its stockholders in the future; the Company’s expectations concerning its liquidity and capital resources, including the Company’s\nability to meet its obligations as they become due, including the Company’s ability to address upcoming maturities of its indebtedness,\nincluding the Existing Notes, through cash on hand, the Exchange Offer, any concurrent or future financing transactions, including the\nterms and conditions (including collateral) of any future financings, cash flow from operations or other sources of liquidity; the level\nof participation in the Exchange Offer; changes in the Company’s investment objectives and business strategy; the Company’s\nability to consummate the Exchange Offer on the proposed terms or on the anticipated timeline, or at all; the occurrence of any event,\nchange or other circumstance that could give rise to the termination of the Exchange Offer; risks related to diverting the attention of\nthe Company’s management from ongoing business operations; the ability of the Exchange Notes to be approved for listing on the New\nYork Stock Exchange; the Company’s ability to repay any Existing Notes that remain outstanding after the consummation of the Exchange\nOffer; the uncertainty of expected future financial performance and results of the Company; general adverse economic and real estate conditions;\nvolatility in the Company’s industry, interest rates and spreads, the debt or equity markets, the general economy or the real estate\nmarket specifically, whether the results of market events or otherwise; legislative and regulatory changes, including changes to laws\ngoverning the taxation of REITs; changes in interest rates and the market value of the Company’s assets; competition in the real\nestate industry; changes in accounting principles generally accepted in the U.S.; policies and guidelines applicable to REITs; the availability\nof financing on acceptable terms or at all; pandemics and other health concerns and the measures intended to prevent their spread; and\nthe potential material adverse effect these matters may have on the Company’s business, results of operations, cash flows and financial\ncondition. Additional information concerning the Company and its business, including additional factors that could materially and adversely\naffect the Company’s financial results, include, without limitation, the risks described under Part I, Item 1A - Risk Factors, in\nthe Company’s 2025 Annual Report on Form 10-K, under Part II, Item 1A - Risk Factors, in the Company’s Quarterly Report on\nForm 10-Q for the quarterly period ended March 31, 2026, under “Risk Factors” in the Amendment, and in the Company’s\nother filings with the Securities and Exchange Commission.\n\n \n\n**Additional Information**\n\n \n\nThis Current Report on Form 8-K does not\nconstitute an offer to buy or the solicitation of an offer to sell any securities. This communication relates to the previously announced\nExchange Offer by the Company. The Exchange Offer is being made pursuant to a registration statement on Form S-4 filed by the Company\nwith the Securities and Exchange Commission on May 7, 2026 (as amended on June 3, 2026, June 10, 2026, June 11, 2026 and as it may be\namended from time to time), which has not yet been declared effective by the Securities and Exchange Commission, which includes a prospectus\nrelating to the Exchange Offer. These materials contain important information, including the terms and conditions of the Exchange Offer.\nThis communication is not a substitute for the registration statement, prospectus, or any other document the Company has filed or may\nfile with the Securities and Exchange Commission in connection with the Exchange Offer. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ\nTHE REGISTRATION STATEMENT, INCLUDING THE PROSPECTUS CONTAINED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES\nAND EXCHANGE COMMISSION CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION\nABOUT THE EXCHANGE OFFER. Copies of the registration statement, prospectus and other documents filed by the Company with the Securities\nand Exchange Commission are available free of charge at the Securities and Exchange Commission’s website at http://www.sec.gov or\nby visiting the Company’s website at https://www.terrapropertytrust.com."}