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Terra Property Trust, Inc.

For the period ended Mar 31, 2026. Filed May 14, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 14, 2026

TPTS$13.00+0.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-07.

0001674356-25-000034

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-14.

0001674356-26-000014

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsNote

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 189 previous paragraphs and 178 current paragraphs.

128 unchanged; 41 reworded; 9 added; 18 removed; 2 previous and 0 current paragraphs rearranged.

Tables are not compared: 11 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

On May 7, 2026, we filed a registration statement on Form S-4 (as may be amended from time to time, the “Form S-4”) with the Securities and Exchange Commission in connection with a registered exchange offer (the “Exchange Offer”) to exchange any and all of our outstanding 6.00% unsecured senior notes due 2026 (the “6.00% Senior Notes Due 2026”) for newly issued Senior Secured Notes due 2029 by the Company. The Exchange Offer is scheduled to expire on June 7, 2026, unless extended. For additional information regarding the Exchange Offer, including the terms and conditions thereof, please refer to the Form S-4, including the prospectus contained therein.

Current report

We have significant debt obligations of approximately $69.6 million coming due, including $56.4 million of the 6.00% Senior Notes Due 2026 maturing on June 30, 2026. As of March 31, 2026, we had cash and cash equivalents of $5.0 million. We intend to refinance or repay the 6.00% Senior Notes Due 2026 that are not exchanged in the Exchange Offer through ordinary course loan repayments, real estate owned and loan sales, receipt of distributions from equity interests in unconsolidated investments, the deferral of asset management fee payments and operating expenses reimbursed to our Manager and may also use debt or equity capital sources or facilities. However, there can be no assurance that we will be able to obtain the additional liquidity needed to repay the 6.00% Senior Notes Due 2026. Therefore, substantial doubt about our ability to continue as a going concern exists. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our financial statements, and it is likely that our investors will lose all or a part of their investment. In addition, if there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms, or at all.

Current report

For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, other operating income increased by $0.2 million, primarily due to an increase in dividend income earned on our money market account.

Current report

For the three months ended March 31, 2026, equity income from VS2 was recorded as a result of VS2’s net income generated by invested capital. There was no such investment in VS2 or related income for the three months ended March 31, 2025.
Removed paragraphs (18)

Previous report

•risks associated with achieving expected synergies, cost savings and other benefits from our increased scale;

Previous report

For the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, real estate operating revenue decreased by $2.4 million, primarily due to the sale of four industrial buildings in 2025, the expiration of a lease in December 2024, and the write off of an unamortized below-market rent intangible in January 2024 in connection with a lease termination.

Previous report

For the three months ended September 30, 2024, we recorded a reversal of provision for credit losses of $0.7 million, primarily due to an increase in modeled economic forecasts for commercial real estate and the overall shortening duration of loans in the portfolio, partially offset by a decline in our estimated recoverable amount on a non-performing subordinated loan due to an increase in funding on the senior loan.

Previous report

For the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, real estate operating expenses increased by $0.7 million, primarily due to an increase in real estate taxes as well as an increase in repairs and maintenance, partially offset by a reduction in operating expenses driven by the sale of four industrial buildings in 2025.

Previous report

For the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, professional fees remained substantially the same.

Previous report

For the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024, interest expense from obligations under participation agreements increased by $0.2 million and $0.6 million, respectively, primarily as a result of an increase in the weighted average principal amount outstanding.

Previous report

For the three months ended September 30, 2024, we recorded an unrealized loss on investments of $0.1 million, primarily due to a decrease in the fair value of our marketable securities during the period.

Previous report

For the nine months ended September 30, 2024, we recorded an unrealized gain on investments of $0.1 million, primarily due to an increase in the fair value of our marketable securities during the period.

Previous report

There was no such unrealized gain or loss for the three and nine months ended September 30, 2025.

Previous report

2025 as compared to the nine months ended September 30, 2024, the increase in income from other equity investment is due to holding the investment for a longer period of time in the current period.

Previous report

In August 2024, a $65.0 million senior loan was repaid, resulting in a loss on repayment of $5.6 million for the three and nine months ended September 30, 2024, which included the write-off of interest receivable of $4.8 million. There was no such loss for the three and nine months ended September 30, 2025.

Previous report

For the nine months ended September 30, 2024, we sold a portion of our investments in trading securities and recognized a net loss on sale of $0.4 million. There was no such realized loss for the three months ended September 30, 2024 and three and nine months ended September 30, 2025.
Reworded paragraphs (41)

Previous wording

As of September 30, 2025, we held a net loan portfolio (gross loans less obligations under participation agreements and secured borrowing) comprised of ten loans in eight states with an aggregate net principal balance of $235.2 million, a weighted average coupon rate of 13.2% and a weighted average remaining term to maturity of 0.8 years.

Current wording

As of March 31, 2026, we held a net loan portfolio (gross loans less obligations under participation agreements and secured borrowing) comprised of seven loans in six states with an aggregate net principal balance of $160.8 million, a weighted average coupon rate of 12.3% and a weighted average remaining term to maturity of 0.7 years.

Previous wording

Each of our loans was originated by Terra Capital Partners or its affiliates. Our portfolio is diversified based on location of the underlying properties, loan structure and property type. As of September 30, 2025, our portfolio included underlying properties located in ten markets, across eight states and includes property types such as multifamily housing, student housing, commercial offices, medical offices, retail, mixed-use and infill properties. The profile of these properties ranges from stabilized and value-added properties to pre-development and construction. Our loans are structured across mezzanine debt, first mortgages, preferred equity investments and credit facilities.

Current wording

Each of our loans was originated by Terra Capital Partners or its affiliates. Our portfolio is diversified based on location of the underlying properties, loan structure and property type. As of March 31, 2026, our portfolio included underlying properties located in seven markets, across six states and includes property types such as multifamily housing, commercial offices, industrial, mixed-use and infill properties. The profile of these properties ranges from stabilized and value-added properties to pre-development and construction. Our loans are structured across mezzanine debt, first mortgages, preferred equity investments and credit facilities.

Previous wording

One of the potential future liquidity transactions that we continue to evaluate is a “direct listing” of its Class A Common Stock, $0.01 par value per share (“Class A Common Stock”), on a national securities exchange (i.e., a listing not involving a concurrent public offering of newly issued shares). If market conditions are not supportive of a direct listing that would in our view lead to a constructive trading environment for the Class A Common Stock, we will explore alternative paths to pursue our investment strategy and provide liquidity to our investors, including converting our company into a traditional “non-traded REIT.” As part of a potential conversion to a non-traded REIT, we would adopt a customary share repurchase plan pursuant to which our investors could request to have their shares of its common stock redeemed for cash.

Current wording

One of the potential future liquidity transactions that we continue to evaluate is a “direct listing” of our Class A Common Stock, $0.01 par value per share (“Class A Common Stock”), on a national securities exchange (i.e., a listing not involving a concurrent public offering of newly issued shares). If market conditions are not supportive of a direct listing that would in our view lead to a constructive trading environment for the Class A Common Stock, we will explore alternative paths to pursue our investment strategy and provide liquidity to our investors, including converting our company into a traditional “non-traded REIT.” As part of a potential conversion to a non-traded REIT, we would adopt a customary share repurchase plan pursuant to which our investors could request to have their shares of our common stock redeemed for cash.

Previous wording

(1)These loans pay a coupon rate of Secured Overnight Financing Rate (“SOFR”) or forward-looking term rate based on SOFR (“Term SOFR”), as applicable, plus a fixed spread. Coupon rates shown were determined using the average SOFR of 4.31% and Term SOFR of 4.13% as of September 30, 2025 and average SOFR of 4.53% and Term SOFR of 4.33% as of December 31, 2024.

Current wording

(1)These loans pay a coupon rate of Secured Overnight Financing Rate (“SOFR”) or forward-looking term rate based on SOFR (“Term SOFR”), as applicable, plus a fixed spread. Coupon rates shown were determined using the average SOFR of 3.65% and Term SOFR of 3.66% as of March 31, 2026 and average SOFR of 3.79% and Term SOFR of 3.69% as of December 31, 2025.

Previous wording

(2)As of September 30, 2025 and December 31, 2024, amount included $123.7 million and $208.0 million of senior mortgages used as collateral for $60.2 million and $123.2 million of borrowings under secured financing agreements, respectively (Note 8).

Current wording

(2)As of March 31, 2026 and December 31, 2025, amount included $32.1 million and $63.6 million of senior mortgages used as collateral for $18.0 million and $31.3 million of borrowings under secured financing agreements, respectively (Note 8).

Previous wording

(3)As of September 30, 2025 and December 31, 2024, six and ten loans, respectively, were subject to a SOFR or Term SOFR floor, as applicable.

Current wording

(3)As of March 31, 2026 and December 31, 2025, four and five loans, respectively, were subject to a SOFR or Term SOFR floor, as applicable.

Previous wording

In addition to our net loan portfolio, we own four industrial buildings. As of September 30, 2025 and December 31, 2024, the real estate and related lease intangible assets and liabilities had a net carrying value of $47.6 million and $125.3 million, respectively, and the mortgage loans payable encumbering the real estate properties had an outstanding principal amount of $20.7 million and $74.4 million, respectively.

Current wording

In addition to our net loan portfolio, we own one industrial building and one multifamily property as of March 31, 2026 and four industrial buildings as of December 31, 2025. As of March 31, 2026 and December 31, 2025, the real estate and related lease intangible assets and liabilities had a net carrying value of $46.9 million and $47.4 million, respectively, and the mortgage loans payable encumbering the real estate properties had an outstanding principal amount of $20.7 million and $20.7 million, respectively.

Previous wording

As of both September 30, 2025 and December 31, 2024, we owned 14.9% of equity interest in a limited partnership that invests primarily in performing and non-performing mortgages, loans, mezzanines and other credit instruments supported by underlying commercial real estate assets. We also beneficially own equity interests in joint ventures that invest in real estate properties, opportunistic debt and equity securities and, indirectly, together with other non-affiliated entities, non-real estate operating companies, as well as a preferred equity investment with residual profit sharing from sale of the underlying property. These investments are accounted for using the equity method of accounting. As of September 30, 2025 and December 31, 2024, these equity interests had total carrying value of $106.5 million and $106.8 million, respectively.

Current wording

As of both March 31, 2026 and December 31, 2025, we owned 14.9% of equity interest in a limited partnership that invests primarily in performing and non-performing mortgages, loans, mezzanines and other credit instruments supported by underlying commercial real estate assets. We also beneficially own equity interests in joint ventures that invest in real estate properties, opportunistic debt and equity securities and, indirectly, together with other non-affiliated entities, non-real estate operating companies, as well as a preferred equity investment with residual profit sharing from sale of the underlying property. These investments are accounted for using the equity method of accounting. Additionally, in December 2025, we entered into a subscription agreement with another affiliated limited partnership that invests in stressed, distressed, and special situations investments, including the origination of first mortgage loans, mezzanine loans, preferred equity, and structured equity investments, as well as the acquisition of performing and non-performing notes, and public market real estate debt and equity securities for a 1.5% interest in the partnership. As of March 31, 2026 and December 31, 2025, these equity interests had total carrying value of $90.0 million and $94.2 million, respectively.

Previous wording

We calculate our book value per share by dividing our net equity by the number of outstanding shares of our common stock, unless otherwise determined by our Board. Our book value per share of Class B Common Stock as of September 30, 2025 and December 31, 2024 was $6.56 and $7.63, respectively.

Current wording

We calculate our book value per share by dividing our net equity by the number of outstanding shares of our common stock, unless otherwise determined by our Board. Our book value per share of Class B Common Stock as of March 31, 2026 and December 31, 2025 was $5.36 and $6.02, respectively.

Previous wording

For the nine months ended September 30, 2025 and 2024, we invested $17.6 million and $73.1 million in new and add-on investments and had $38.9 million and $103.8 million of repayments, resulting in net repayments of $21.2 million and $30.8 million, respectively. Amounts are net of obligations under participation agreements and secured financing agreements.

Current wording

For the three months ended March 31, 2026 and 2025, we invested $2.6 million and $29.0 million in new and add-on investments and had $1.6 million and $23.7 million of repayments, resulting in net repayments of $1.0 million and $5.3 million, respectively. Amounts are net of obligations under participation agreements and secured financing agreements.

Previous wording

For the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024, interest income decreased by $3.8 million and $7.6 million, respectively, primarily due to a decrease in contractual interest income as a result of a decrease in the weighted average principal balance of performing loans.

Current wording

For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, interest income decreased by $8.6 million, primarily due to a decrease in contractual interest income as a result of a decrease in the weighted average principal balance of performing loans, an increase in suspended interest income accrual on one non-performing loan, and the write off of the exit fee on a non-performing loan.

Previous wording

For the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, real estate operating revenue decreased by $1.1 million, primarily due to the sale of four industrial buildings in 2025, as well as the expiration of a lease in December 2024.

Current wording

For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, real estate operating revenue decreased by $0.8 million, primarily due to the sale of four and two industrial buildings in 2025 and 2026, respectively, partially offset by the acquisition of one multifamily property in 2026.

Previous wording

For the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024, operating expenses reimbursed to our Manager decreased by $0.5 million and $2.6 million, respectively, primarily due to a decrease in the allocation ratio as a result of a decrease in our total funds under management.

Current wording

For the three months ended March 31, 2026 as compared to the three months March 31, 2025, operating expenses reimbursed to our Manager decreased by $0.8 million, primarily due to a decrease in the allocation ratio as a result of a decrease in our total funds under management.

Previous wording

For the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024, asset management fees decreased by $0.3 million and $1.0 million, respectively, primarily due to a decrease in total assets under management resulting from repayment of loans as well as the sale of four industrial buildings in 2025.

Current wording

For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, asset management fees decreased by $0.4 million, primarily due to a decrease in total assets under management resulting from repayment of loans as well as the sale of four and two industrial buildings in 2025 and 2026, respectively.

Previous wording

For the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024, asset servicing fees decreased by $0.1 million and $0.2 million, respectively, primarily due to a decrease in total assets under management resulting from the repayment of loans as well as the sale of four industrial buildings in 2025.

Current wording

For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, asset servicing fees decreased by $0.1 million, primarily due to a decrease in total assets under management resulting from the repayment of loans as well as the sale of four and two industrial buildings in 2025 and 2026, respectively.

Previous wording

We follow the provisions of Accounting Standards Codification (“ASC”) 326, Financial Instruments – Credit Losses, which requires entities to recognize credit losses on financial instruments based on an estimate of current expected credit losses.

Current wording

We follow the provisions of Accounting Standards Codification 326, Financial Instruments – Credit Losses(“ASC 326”), which requires entities to recognize credit losses on financial instruments based on an estimate of current expected credit losses.

Previous wording

For the three and nine months ended September 30, 2025, provision for credit losses was $2.4 million and $5.9 million, respectively, primarily due to a decline in our estimated recoverable amount on a non-performing subordinated loan due to an increase in funding on the senior loan.

Current wording

For the three months ended March 31, 2026, provision for credit losses was $6.9 million, primarily due to a decline in our estimated recoverable amount on a non-performing subordinated loan due to an increase in funding on the senior loan.

Previous wording

For the nine months ended September 30, 2024, provision for credit losses was $3.8 million, primarily due to a decline in our estimated recoverable amount on a non-performing subordinated loan due to an increase in funding on the senior loan as well as a decline in modeled macroeconomic forecasts for commercial real estate.

Current wording

For the three months ended March 31, 2025, provision for credit losses was $2.1 million primarily related to a decline in our estimated recoverable amount on a non-performing subordinated loan due to an increase in funding on the senior loan.

Previous wording

For the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, real estate operating expenses decreased by $0.4 million, primarily due to the sale of three industrial buildings.

Current wording

For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, real estate operating expenses decreased by $0.2 million, primarily due the sale of four and two industrial buildings in 2025 and 2026, respectively, partially offset by the acquisition of one multifamily property in 2026.

Previous wording

For the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024, depreciation and amortization decreased by $1.1 million and $2.4 million, respectively, primarily due to the sale of four industrial buildings in 2025, as well as the write off of the unamortized in-place lease intangibles in January 2024 in connection with a lease termination.

Current wording

For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, depreciation and amortization decreased by $0.5 million, primarily due to the sale of four industrial buildings in 2025 as well as two industrial buildings in 2026, partially offset by the acquisition of one multifamily property in 2026.

Previous wording

For the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, professional fees increased by $0.4 million, primarily due to legal fees incurred in connection with a review of strategic financings and alternatives for our company in 2025.

Current wording

For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, professional fees increased by $1.6 million, primarily due to fees incurred in 2026 related to strategic financing alternatives.

Previous wording

For the nine months ended September 30, 2025, in connection with the pending sale of two industrial buildings, we recorded an impairment charge of $3.4 million to reduce the carrying value of these industrial buildings to their estimated selling price less the costs to sell. There was no such impairment charge for the three months ended September 30, 2025 or for the three and nine months ended September 30, 2024.

Current wording

For the three months ended March 31, 2026, in connection with the pending sale of one industrial building, we recorded an impairment charge of $0.6 million to reduce the carrying value of these industrial building to its estimated selling price less the costs to sell. There was no such impairment charge for the three months ended March 31, 2025.

Previous wording

Our secured financing agreements consisted of two repurchase agreements, revolving line of credit, term loan, promissory notes, secured borrowings and property mortgages. The outstanding amounts under the two repurchase agreements and the revolving line of credit were repaid in full and the facilities were terminated in February 2024, June 2025 and July 2025, respectively.

Current wording

Our secured financing agreements consisted of a repurchase agreement, revolving line of credit, term loan, promissory notes, secured borrowings, secured notes payable and property mortgages. The outstanding amounts under the repurchase agreement, the revolving line of credit and the promissory notes were repaid in full and the facilities were terminated in June 2025, July 2025 and November 2025 respectively.

Previous wording

For the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024, interest expense on secured financing decreased by $2.8 million and $8.6 million, respectively, as a result of a decrease in the weighted average principal amount outstanding.

Current wording

For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, interest expense on secured financing decreased by $2.7 million as a result of a decrease in the weighted average principal amount outstanding.

Previous wording

In June 2021, we issued $85.1 million in aggregate principal amount of 6.00% notes due 2026. In connection with the BDC Merger, we assumed $38.4 million in aggregate principal amount of 7.00% notes due in 2026.

Current wording

In June 2021, we issued $85.1 million in aggregate principal amount of 6.00% notes due 2026. In connection with the BDC Merger, we assumed $38.4 million in aggregate principal amount of 7.00% notes due in 2026. In March 2026, the 7.00% notes due in 2026 were repaid in full.

Previous wording

For the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024, interest expense on unsecured notes payable increased by $0.1 million and $0.2 million, respectively, primarily due to an increase in the amortization of financing costs using the effective interest rate method.

Current wording

For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, interest expense on unsecured notes payable was substantially the same. Interest expense increased due to an increase in the amortization of financing costs using the effective interest rate method was substantially offset by a decrease in interest expense driven by the retirement of 189,465 units of the 6.00% Senior Notes Due 2026 in 2025.

Previous wording

Income (Loss) from Equity Interest in Unconsolidated Investments

Previous wording

As of both September 30, 2025 and December 31, 2024, we owned a 14.9% equity interest in RESOF, an affiliated limited partnership that invests primarily in performing and non-performing mortgages, loans, mezzanines and other credit instruments supported by underlying commercial real estate assets. We also beneficially owned equity interests in joint ventures that invest in real estate properties, opportunistic debt and equity securities and, indirectly, together with other non-affiliated entities, non-real estate operating companies, and a preferred equity investment with residual profit-sharing.

Current wording

We owned a 14.9% equity interest in RESOF as of both March 31, 2026 and December 31, 2025, and a 1.5% equity interest in VS2 as of March 31, 2026. Both RESOF and VS2 are affiliated limited partnerships that invest primarily in performing and non-performing mortgages, loans, mezzanines and other credit instruments supported by underlying commercial real estate assets. As of both March 31, 2026 and December 31, 2025, we also beneficially owned equity interests in joint ventures that invest in real estate properties, opportunistic debt and equity securities and, indirectly, together with other non-affiliated entities, non-real estate operating companies, and a preferred equity investment with residual profit-sharing.

Previous wording

For the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024, equity income from RESOF increased as a result of an increase in RESOF’s net income generated by an increase in the amount of invested capital.

Current wording

For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, equity income from RESOF decreased as a result of a decrease in RESOF’s net income generated due to a decrease in the amount of invested capital.

Previous wording

For the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, equity loss from the joint ventures increased primarily due to a loss recognized by a joint venture in connection with a loss incurred on a portfolio investment. For the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, equity loss from the joint ventures increased primarily due to a loss recognized by a joint venture in connection with a loss incurred on a portfolio investment, partially offset by a gain recognized by a joint venture in connection with the sale of property in 2024.

Current wording

For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, equity loss from the joint ventures increased primarily due to an unrealized gain on investment recognized in 2025 by a joint venture.

Previous wording

Other equity investment relates to a preferred equity agreement we acquired in June 2024 in which we also share residual profit from the sale of underlying property with the borrower. For the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, equity income from the other equity investment increased primarily due to an increase in interest income resulting from increased outstanding principal balance. For the nine months ended September 30,

Current wording

Other equity investment relates to a preferred equity agreement we acquired in June 2024 in which we also share residual profit from the sale of underlying property with the borrower. For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, the increase in income from other equity investment is due an increase in the outstanding principal balance.

Previous wording

For the three and nine months ended September 30, 2025, we sold three and four industrial buildings, respectively, and recognized a net loss on sale of $0.8 million and $2.9 million, respectively. There was no such loss for the three and nine months ended September 30, 2024.

Current wording

For the three months ended March 31, 2026, we sold two industrial buildings and recognized a net loss on sale of $0.6 million. There was no such gain or loss for the three months ended March 31, 2025.

Previous wording

For the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024, the resulting net loss decreased by $1.1 million and by $4.3 million, respectively.

Current wording

For the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, the resulting net loss increased by $13.8 million.

Previous wording

We expect to fund approximately $5.6 million of the unfunded commitments to borrowers during the next twelve months. We expect to maintain sufficient liquidity to fund such commitments through matching these commitments with principal repayments on outstanding loans or draw downs on our credit facilities. Obligations under participation agreements of $18.0 million will mature in the next twelve months. We will use the proceeds from the repayment of the corresponding investment to repay the participation obligations. Additionally, two promissory notes payable with a total outstanding principal balance of $28.9 million that are collateralized by senior loans with an aggregate principal balance of $61.6 million will mature within the next twelve months. We expect to use proceeds from the repayment of the underlying loans to repay the promissory notes payable. Finally, Terra LLC’s 7.00% unsecured senior notes due 2026 (the “7.00% Senior Notes Due 2026”) and our 6.00% unsecured senior notes due 2026 (the “6.00% Senior Notes Due 2026”) with an outstanding principal balance of $38.4 million and $85.1 million, respectively, are scheduled to mature on March 31, 2026 and June 30, 2026, respectively. We intend to repay the 6.00% Senior Notes Due 2026, and intend to cause Terra LLC, our wholly owned subsidiary, to repay the 7.00% Senior Notes Due 2026, through ordinary course loan repayments, asset sales and distributions and may also use debt or equity capital sources or facilities, including exchange offers. However, no assurance can be given that we will be able to obtain additional liquidity when needed or under acceptable terms, if at all. As previously disclosed, we may repurchase certain of our 6.00% Senior Notes Due 2026 and the 7.00% Senior Notes Due 2026. The repurchases may be made directly by us or made indirectly through an affiliated purchaser entity managed by our Manager and co-owned by us and other vehicles managed by our Manager or its affiliates. Such affiliate purchaser entity may also purchase third-party marketable securities. The timing and amount of any transactions will be determined by our Manager based on its evaluation of market conditions, prices, legal requirements and other factors, and may be made from time to time on the open market, in privately negotiated transactions or otherwise, in each case subject to compliance with all SEC rules and other legal requirements.

Current wording

We expect to fund approximately $8.0 million of the unfunded commitments to borrowers during the next twelve months. We expect to maintain sufficient liquidity to fund such commitments through matching these commitments with principal repayments on outstanding loans. Obligations under participation agreements of $18.0 million will mature in the next twelve months. We will use the proceeds from the repayment of the corresponding investment to repay the participation obligations. Additionally, a property mortgage with a total outstanding principal balance of $13.3 million that is collateralized by one multifamily property will mature within the next twelve months. We expect to use proceeds from the sale of the underlying real estate to repay the property mortgage. Finally, the 6.00% Senior Notes Due 2026 with an outstanding principal balance of $56.4 million are scheduled to mature on June 30, 2026. We intend to repay the 6.00% Senior Notes Due 2026 that are not exchanged in the Exchange Offer through ordinary course loan repayments, real estate owned and loan sales, receipt of distributions from equity interests in unconsolidated investments, the deferral of asset management fee payments and operating expenses reimbursed to our Manager and may also use debt or equity capital sources or facilities. As previously disclosed, we may repurchase certain of our 6.00% Senior Notes Due 2026. The repurchases may be made directly by us or made indirectly through an affiliated purchaser entity managed by our Manager and co-owned by us and other vehicles managed by our Manager or its affiliates. Such affiliate purchaser entity may also purchase third-party marketable securities. The timing and amount of any transactions will be determined by our Manager based on its evaluation of market conditions, prices, legal requirements and other factors, and may be made from time to time on the open market, in privately negotiated transactions or otherwise, in each case subject to compliance with all SEC rules and other legal requirements.

Previous wording

For the nine months ended September 30, 2025, cash flows used in operating activities were $2.2 million compared to $5.6 million for the nine months ended September 30, 2024. The decrease in cash flows used in operating activities was primarily due to a decrease in contractual interest expense, partially offset by a decrease in contractual interest income.

Current wording

For the three months ended March 31, 2026, cash flows used in operating activities were $1.5 million compared to cash flows provided by operating activities of $0.9 million for the three months ended March 31, 2025. The change in operating cash flows was primarily due to a decrease in contractual interest income, partially offset by a decrease in contractual interest expense.

Previous wording

For the nine months ended September 30, 2025, cash flows provided by investing activities were $133.5 million, primarily related to proceeds from repayment of loans of $89.7 million and proceeds from sale of real estate of $69.1 million, partially offset by origination, purchase and funding of loans of $25.7 million and capital contributions to and purchase of equity interests in unconsolidated investments of $1.8 million.

Current wording

For the three months ended March 31, 2026, cash flows provided by investing activities were $24.5 million, primarily related to proceeds from sale of real estate of $20.6 million, proceeds from repayment of loans of $1.6 million and distributions received in excess of income of $4.9 million, partially offset by origination, purchase and funding of loans of $1.4 million and capital contribution to equity investments of $1.1 million.

Previous wording

For the nine months ended September 30, 2024, cash flows provided by investing activities were $117.9 million, primarily related to proceeds from repayment of loans of $206.0 million and promissory note receivable of $9.5 million, partially offset by origination, purchase and funding of loans of $49.8 million and capital contributions to and purchase of equity interests in unconsolidated investments of $47.2 million.

Current wording

For the three months ended March 31, 2025, cash flows provided by investing activities were $46.2 million, primarily related to proceeds from repayment of loans of $54.0 million, partially offset by origination. purchase and funding of loans of $7.9 million.

Previous wording

For the nine months ended September 30, 2024, cash flows used in financing activities were $98.7 million, primarily related to principal repayments on secured financing of $159.1 million, distributions paid of $13.9 million and payment for financing costs of $1.1 million, partially offset by proceeds from secured financing of $60.7 million and proceeds from obligations under participation agreements of $15.0 million.

Current wording

For the three months ended March 31, 2026, cash flows used in financing activities were $52.1 million, primarily related to principal repayments on unsecured notes payable of $36.8 million, repayments on secured financing of $13.3 million, payment for financing costs of $0.3 million, distributions paid to investors of $1.0 million, and a decrease in interest reserve and other deposits held on investments of $0.6 million.

Previous wording

For the nine months ended September 30, 2025, cash flows used in financing activities were $128.2 million, primarily related to principal repayments on secured financing of $141.9 million, distributions paid of $9.3 million, repayments on obligations under participation agreements of $2.6 million and a decrease in interest reserve and other deposits held on investments of $1.7 million, partially offset by proceeds from secured financing of $24.8 million and proceeds from obligations under participation agreements of $2.6 million.

Current wording

For the three months ended March 31, 2025, cash flows used in financing activities were $45.9 million, primarily related to principal repayments on secured financing of $43.7 million, distributions paid of $4.6 million and a decrease in interest reserve and other deposits held on investments of $1.4 million, partially offset by proceeds from secured financing of $3.3 million and proceeds from obligations under participation agreements of $0.7 million.

Previous wording

On January 24, 2024, we, as borrower, entered into a revolving promissory note payable with Terra LLC. The promissory note payable bears interest at the Prime Rate, as such Prime Rate is published in the Wall Street Journal, computed on the basis of the actual number of days elapsed and a year of 365 days. The promissory note matures on March 31, 2027. As of September 30, 2025 and December 31, 2024, amount outstanding under the promissory note payable was $38.1 million and $45.1 million, respectively. The activity associated with this agreement is eliminated in consolidation and therefore has no impact on our consolidated financial statements.

Current wording

On January 24, 2024, we, as borrower, entered into a revolving promissory note payable with Terra LLC. The promissory note payable bears interest at the Prime Rate, as such Prime Rate is published in the Wall Street Journal, computed on the basis of the actual number of days elapsed and a year of 365 days. The promissory note matures on March 31, 2027. As of March 31, 2026 and December 31, 2025, amount outstanding under the promissory note payable was $16.0 million and $48.1 million, respectively. The activity associated with this agreement is eliminated in consolidation and therefore has no impact on our consolidated financial statements.

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Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

For the three months ended September 30, 2025 and 2024, we invested $7.4 million and $15.3 million in new and add-on investments and had $5.4 million and $21.7 million of repayments, resulting in net investment of $2.0 million and net repayments of $6.4 million, respectively. Amounts are net of obligations under participation agreements and secured financing agreements.

Previous report — wording carried elsewhere

Cash Flows Used in Operating Activities