Terra Property Trust, Inc.

This Current Report on Form 8-K 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, which includes a prospectus relating to the Exchange Offers. These materials contain important information, including the terms and conditions of the Exchange Offers. This communication is not a substitute for the registration statement, prospectus, or any other document the Company has filed or may file with the SEC in connection with 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 the registration statement, prospectus and other documents filed by the Company with the SEC are available free of charge at the SEC’s website at http://www.sec.gov or by visiting the Company’s website at https://www.terrapropertytrust.com/.

Item 9.01–Financial Statements and Exhibits.