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Terra Property Trust, Inc.

For the period ended Sep 30, 2026. Filed Nov 6, 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.

Sep 30, 2026 · Filed Nov 6, 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 2026-06-30; filed 2026-08-07.

0001674356-26-000020

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

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-06.

0001674356-26-000029

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

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 179 previous paragraphs and 181 current paragraphs.

128 unchanged; 43 reworded; 9 added; 8 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 11 previous and 11 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

For the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, interest income decreased by $3.7 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 as well as the suspended interest accrual on an additional non-performing loan beginning in January 2026.

Current report

For the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025, real estate operating expense increased by $0.9 million and decreased by $0.4 million, respectively. The increase in the three-month period was primarily due to an increase in repair and maintenance expenses, and a favorable adjustment related to an over-accrued real estate tax liability recognized in the third quarter of 2025, which did not recur in 2026. The decrease in the nine-month period was primarily driven by the sale of four and three industrial buildings in 2025 and 2026, respectively, partially offset by the acquisition of one multifamily property in 2026 and an increase in repair and maintenance expenses.

Current report

For the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, professional fees decreased by $0.5 million, primarily due to fees incurred in connection with a review of strategic financing alternatives for our company in the third quarter of 2025.

Current report

For the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, interest expense on secured financing increased by $0.4 million, primarily due to a higher weighted-average principal balance outstanding and the higher interest rate associated with the secured term loan and senior secured notes issued in June 2026.

Current report

For the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, interest expense on secured financing decreased by $3.7 million, primarily due to a lower weighted-average principal balance outstanding resulting from debt repayments and mortgage payoffs, partially offset by the higher interest rate associated with the secured term loan and senior secured notes issued in June 2026.

Current report

For the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025, interest expense on obligations under participation agreements decreased by $1.0 million and $0.2 million, respectively, primarily due to a lower weighted-average principal balance outstanding. In June 2026, we sold our interest in the underlying loan investment and the related obligation under participation agreement was repaid in full.

Current report

For the three months ended September 30, 2026, we recognized a loss from our equity investment in VS1 compared to equity income recognized during the three months ended September 30, 2025. For the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, equity income from VS1 decreased. The decrease in income from equity from VS1 was primarily attributable to a decline in the fair value of an underlying investment, which resulted in higher unrealized investment losses. Furthermore, as VS1 investments have been realized, invested capital has declined and, as a result, fund level net income has declined.

Current report

For the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, equity loss from the joint ventures increased primarily due to an increase in equity losses from one joint venture driven by a decrease in unrealized gains recognized on a portfolio investment, partially offset by lower equity losses from another joint venture driven by a loss on portfolio investment recognized in 2025. For the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, equity loss from the joint ventures decreased primarily due to equity income from one joint venture driven by unrealized gains recognized on a portfolio investment as well as lower equity losses from another joint venture driven by a loss on portfolio investment recognized in 2025.

Current report

For the three and nine months ended September 30, 2025, we sold three and four industrial buildings, respectively, and recognized net losses on sale of real estate of $0.8 million and $2.9 million, respectively.
Removed paragraphs (8)

Previous report

For the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, real estate operating revenue decreased by $2.0 million, primarily due to the sale of four and three industrial buildings in 2025 and 2026, respectively, partially offset by the acquisition of one multifamily property in 2026.

Previous report

For the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025, real estate operating expense decreased by $1.2 million and $1.4 million, respectively, primarily due to the sale of four and three industrial buildings in 2025 and 2026, respectively, partially offset by the acquisition of one multifamily property in 2026.

Previous report

For the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025, interest expense on secured financing decreased by $1.4 million and $4.1 million, respectively, as a result of a decrease in the weighted average principal amount outstanding.

Previous report

For the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025, interest expense on obligations under participation agreements increased by $0.8 million and $0.8 million, respectively, primarily due to the participant’s share of the default interest recognized in connection with the repayment of the underlying defaulted loan investment.

Previous report

For the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025, equity income from VS1 decreased as a result of a decrease in VS1’s net income generated due to a decrease in the amount of invested capital.

Previous report

For the three and six months ended June 30, 2026, we recorded equity income from the joint ventures, compared to equity loss recorded for three and six months ended June 30, 2025. Equity income increased in the current year periods primarily due to an equity investee’s recognition of an unrealized gain on its investment portfolio.

Previous report

For both the three and six months ended June 30, 2025, we sold one industrial building and recognized a net loss on sale of $2.1 million.
Reworded paragraphs (43)

Previous wording

•our ability to fund our liquidity needs and upcoming debt maturities through ordinary course loan repayments, asset sales and distributions and debt or equity capital sources or facilities, including exchange offers;

Current wording

•our ability to fund our liquidity needs and upcoming debt maturities through ordinary course loan repayments, asset sales and distributions and debt or equity capital sources or facilities, including exchange offers, particularly in light of our limited cash on hand and the fact that net proceeds from asset realizations that are used for mandatory redemptions under the Second Indenture will not be available to fund our operations or other cash requirements;

Previous wording

As of June 30, 2026, we held a net loan portfolio (gross loans less obligations under participation agreements and secured borrowing) comprised of five loans in five states with an aggregate net principal balance of $87.9 million, a weighted average coupon rate of 11.9% and a weighted average remaining term to maturity of 0.5 years.

Current wording

As of September 30, 2026, we held a net loan portfolio (gross loans less obligations under participation agreements) comprised of five loans in five states with an aggregate net principal balance of $89.3 million, a weighted average coupon rate of 12.7% and a weighted average remaining term to maturity of 0.5 years.

Previous wording

On October 1, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of May 2, 2022 (the “Merger Agreement”), Terra Income Fund 6, Inc. (“Terra BDC”) merged with and into Terra Income Fund 6, LLC (“Terra LLC”), our wholly owned subsidiary, with Terra LLC continuing as the surviving entity of the merger (the “BDC Merger”) and as our wholly owned subsidiary. Pursuant to the terms of the transactions described in the Merger Agreement, approximately 4,847,910 shares of our Class B Common Stock, $0.01 par value per share (“Class B Common Stock”), were issued to former Terra BDC stockholders in connection with the BDC Merger, based on the number of outstanding shares of Terra BDC Common Stock as of October 1, 2022.

Current wording

On October 1, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of May 2, 2022 (the “Merger Agreement”), Terra Income Fund 6, Inc. (“Terra BDC”) merged with and into Terra Income Fund 6, LLC (“Terra LLC”), our wholly owned subsidiary, with Terra LLC continuing as the surviving entity of the merger (the “BDC Merger”) and as our wholly owned subsidiary. Pursuant to the terms of the transactions described in the Merger Agreement, 4,847,910 shares of our Class B Common Stock, $0.01 par value per share (“Class B Common Stock”), were issued to former Terra BDC stockholders in connection with the BDC Merger, based on the number of outstanding shares of Terra BDC Common Stock as of October 1, 2022.

Previous wording

We have debt obligations of approximately $57.9 million coming due in the next twelve months following the issuance of the consolidated financial statements. As of June 30, 2026, we had cash and cash equivalents of $9.7 million. We intend to repay maturing debt obligations through asset realizations such as loan repayments (including mandatory redemptions required under the Second Indenture (as defined herein) upon certain asset sales and other events described in Note 8), the sale of real estate property, refinancings, debt or equity capital raises and other available capital sources or financing facilities. However, there can be no assurance that we will be able to obtain the additional liquidity needed to repay the maturing debt obligations. 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 wording

We have debt obligations of approximately $57.9 million coming due in the next twelve months following the issuance of the consolidated financial statements. As of September 30, 2026, we had cash and cash equivalents of $1.4 million. We intend to repay maturing debt obligations through asset realizations such as loan repayments (including mandatory redemptions required under the Second Indenture (as defined herein) upon certain asset sales and other events described in Note 8), the sale of real estate property, refinancings, debt or equity capital raises and other available capital sources or financing facilities. The net proceeds from any such asset realizations that are used for mandatory redemptions under the Second Indenture will not be available to fund our operations or other cash requirements. There can be no assurance that we will be able to obtain the additional liquidity needed to repay the maturing debt obligations. 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.

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 3.63% and Term SOFR of 3.65% as of June 30, 2026 and average SOFR of 3.79% and Term SOFR of 3.69% as of December 31, 2025.

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 3.75% and Term SOFR of 3.91% as of September 30, 2026 and average SOFR of 3.79% and Term SOFR of 3.69% as of December 31, 2025.

Previous wording

(2)As of June 30, 2026 and December 31, 2025, amount included $32.5 million and $63.6 million of senior mortgages used as collateral for $17.5 million and $31.3 million of borrowings under secured financing agreements, respectively (Note 8).

Current wording

(2)As of September 30, 2026 and December 31, 2025, amount included $33.0 million and $63.6 million of senior mortgages used as collateral for $17.5 million and $31.3 million of borrowings under secured financing agreements, respectively (Note 8).

Previous wording

In addition to our net loan portfolio, we own one industrial building and one multifamily property as of June 30, 2026 and four industrial buildings as of December 31, 2025. As of June 30, 2026 and December 31, 2025, the real estate and related lease intangible assets and liabilities had a net carrying value of $46.4 million and $47.4 million, respectively, and the mortgage loans payable encumbering the real estate properties had an outstanding principal amount of $13.3 million and $20.7 million, respectively.

Current wording

In addition to our net loan portfolio, we own one industrial building and one multifamily property as of September 30, 2026 and four industrial buildings as of December 31, 2025. As of September 30, 2026 and December 31, 2025, the real estate and related lease intangible assets and liabilities had a net carrying value of $42.8 million and $47.4 million, respectively, and the mortgage loans payable encumbering the real estate properties had an outstanding principal amount of $13.3 million and $20.7 million, respectively.

Previous wording

As of both June 30, 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 June 30, 2026 and December 31, 2025, these equity interests had total carrying value of $91.0 million and $94.2 million, respectively.

Current wording

As of both September 30, 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 September 30, 2026 and December 31, 2025, these equity interests had total carrying value of $89.5 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 June 30, 2026 and December 31, 2025 was $5.20 and $6.02, 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 September 30, 2026 and December 31, 2025 was $4.78 and $6.02, respectively.

Previous wording

For the three months ended June 30, 2026 and 2025, we invested $2.9 million and $5.4 million in new and add-on investments and had $3.8 million and $19.7 million of repayments, resulting in net investments and net repayments of $0.9 million and $14.4 million, respectively. Amounts are net of obligations under participation agreements and secured financing agreements.

Current wording

For the three months ended September 30, 2026 and 2025, we invested $2.1 million and $7.4 million in new and add-on investments and had zero and $5.4 million of repayments, resulting in net investments of $2.1 million and $2.0 million, respectively. Amounts are net of obligations under participation agreements and secured financing agreements.

Previous wording

For the six months ended June 30, 2026 and 2025, we invested $5.5 million and $10.2 million in new and add-on investments and had $5.3 million and $33.5 million of repayments, resulting in net repayments of $0.1 million and $23.3 million, respectively. Amounts are net of obligations under participation agreements and secured financing agreements.

Current wording

For the nine months ended September 30, 2026 and 2025, we invested $7.6 million and $17.6 million in new and add-on investments and had $5.3 million and $38.9 million of repayments, resulting in net investments of $2.3 million and net repayments of $21.2 million, respectively. Amounts are net of obligations under participation agreements and secured financing agreements.

Previous wording

For the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025, interest income decreased by $2.8 million and $11.4 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, 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 in the first quarter of 2026, partially offset by the recognition of default interest in connection with the repayment of a defaulted loan.

Current wording

For the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, interest income decreased by $15.1 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 accruals on an additional non-performing loan, and the write-off of an exit fee receivable associated with a non-performing loan in the first quarter of 2026, partially offset by the recognition of default interest in connection with the repayment of a defaulted loan.

Previous wording

For the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, real estate operating revenue decreased by $1.2 million, primarily due to the sale of four and three industrial buildings in 2025 and 2026, respectively, partially offset by the acquisition of one multifamily property in 2026.

Current wording

For the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025, real estate operating revenue decreased by $0.7 million and $2.8 million, respectively, primarily due to the sale of four and three industrial buildings in 2025 and 2026, respectively, partially offset by the acquisition of one multifamily property in 2026.

Previous wording

For the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, other operating income increased by $0.2 million, primarily due to an increase in dividend income earned on our money market account.

Current wording

For the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, other operating income increased by $0.1 million, primarily due to an increase in dividend income earned on our money market account.

Previous wording

Under the terms of a management agreement (as amended, the “Management Agreement”) with our Manager, we reimburse our Manager for operating expenses incurred in connection with services provided to us, including our allowable share of our Manager’s overhead, such as rent, employee costs, utilities and technology costs.

Current wording

Under the terms of a management agreement (as amended, the “Management Agreement”) with our Manager, we reimburse our Manager for operating expenses incurred in connection with services provided to us, including our allocable share of our Manager’s overhead, such as rent, employee costs, utilities and technology costs.

Previous wording

For the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025, operating expenses reimbursed to our Manager decreased by $0.4 million and $1.2 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 and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025, operating expenses reimbursed to our Manager decreased by $0.4 million and $1.6 million, respectively, 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 six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025, asset management fees decreased by $0.5 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 and three industrial buildings in 2025 and 2026, respectively.

Current wording

For the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025, asset management fees decreased by $0.6 million and $1.6 million, respectively, primarily due to a decrease in total assets under management resulting from repayment of loans as well as the sale of four and three industrial buildings in 2025 and 2026, respectively.

Previous wording

For the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025, 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 and three industrial buildings in 2025 and 2026, respectively.

Current wording

For the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025, asset servicing fees decreased by $0.1 million and $0.4 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 and three industrial buildings in 2025 and 2026, respectively.

Previous wording

For the three and six months ended June 30, 2026, provision for credit losses was $4.9 million and $11.8 million, respectively, primarily due to a decline in our estimated recoverable amount on a non-performing subordinated loan. During the second quarter of 2026, the Company completed the restructuring of the non-performing subordinated loan. Prior to the restructuring, management reassessed the expected recovery associated with the loan and recorded additional credit reserves as appropriate. Upon closing of the transaction, the amortized cost of the loan was written off against the related allowance for credit losses.

Current wording

For the three and nine months ended September 30, 2026, provision for credit losses was $0.1 million and $11.9 million, respectively. The provision recognized during the third quarter primarily reflected a decrease in the estimated recoverable amount of a non-performing subordinated loan. The year-to-date provision was primarily attributable to the restructuring of a separate non-performing subordinated loan during the second quarter of 2026. Prior to the restructuring, management reassessed the expected recovery of the loan and recorded additional allowances for credit losses as necessary. Upon completion of the restructuring transaction, the loan’s amortized cost basis was charged off against the previously established allowance for credit losses and therefore did not result in additional provision expense upon closing.

Previous wording

For the three and six months ended June 30, 2025, provision for credit losses was $1.4 million and $3.5 million, respectively, 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, partially offset by a decrease in the allowance for credit losses on performing loans driven by repayment and approaching maturities of loans.

Current 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 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 and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025, depreciation and amortization decreased by $0.6 million and $1.1 million, respectively, primarily due to the sale of four and three industrial buildings in 2025 and 2026, respectively, partially offset by the acquisition of one multifamily property in 2026.

Current wording

For the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025, depreciation and amortization decreased by $0.2 million and $1.3 million, respectively, primarily due to the sale of four and three industrial buildings in 2025 and 2026, respectively, partially offset by the acquisition of one multifamily property in 2026.

Previous wording

For the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, professional fees increased by $1.5 million, primarily due to fees incurred in 2026 related to strategic financing alternatives.

Current wording

For the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, professional fees increased by $1.1 million, primarily due to fees incurred in the first quarter of 2026 related to the review of strategic financing alternatives.

Previous wording

For both the three and six months ended June 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.

Current wording

For the three and nine months ended September 30, 2026, in connection with the pending sale of one and two industrial buildings, we recorded an impairment charge of $3.3 million and $3.9 million, respectively, to reduce the carrying value of the industrial buildings to their estimated fair value.

Previous wording

For the six months ended June 30, 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 the industrial building to its estimated selling price less the costs to sell. There was no such impairment charge for the three months ended June 30, 2026.

Current 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.

Previous wording

Our secured financing agreements consisted of a repurchase agreement, revolving line of credit, term loans, promissory notes, secured borrowings, senior secured notes, 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. Furthermore, property mortgages encumbering four and three industrial buildings were repaid in full in 2025 and 2026, respectively.

Current wording

Our secured financing arrangements consisted of a repurchase agreement, revolving line of credit, term loans, promissory notes, secured borrowings, senior secured notes, and property mortgages. The outstanding balances 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. In addition, property mortgages secured by four and three industrial buildings were repaid in full during 2025 and 2026, respectively. In June 2026, we entered into a $25.0 million secured term loan and $27.2 million of senior secured notes (our “11.00% Senior Secured Notes due 2027”), each bearing interest at a fixed annual rate of 11.00%. The 11.00% Senior Secured Notes due 2027 were issued in exchange for a portion of our 6.00% Senior Notes due 2026, and the proceeds of secured term loan were used to repay a portion of our 6.00% Senior Notes due 2026 and to partially fund the cash portion of the exchange.

Previous wording

For the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025, interest expense on unsecured notes payable decreased by $1.5 million and $1.5 million, respectively, as a result of a decrease in the weighted average principal amount outstanding.

Current wording

For the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025, interest expense on unsecured notes payable decreased by $2.5 million and $4.0 million, respectively, primarily due to a lower weighted-average principal balance outstanding following the repayment of the 7.00% notes in March 2026 and the redemption of the 6.00% notes in June 2026.

Current wording

(Loss) Income from Equity Interest in Unconsolidated Investments

Previous wording

Our income (loss) from equity interest in unconsolidated investments are as follows:

Current wording

Our income (loss) from equity interests in unconsolidated investments is as follows:

Previous wording

For the three and six months ended June 30, 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 and six months ended June 30, 2025.

Current wording

For the three and nine months ended September 30, 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 and nine months ended September 30, 2025.

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 and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025, the increase in income from other equity investment is due to an increase in the outstanding principal balance.

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 and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025, the increase in income from other equity investment is due to an increase in the outstanding principal balance.

Previous wording

For both the three and six months ended June 30, 2026, in connection with the repurchase and retirement of 6.00% Senior Notes due 2026, werecognized a gain on extinguishment of debt of $0.1 million. There was no such gain or loss for the three and six months ended June 30, 2025.

Current wording

For the nine months ended September 30, 2026, in connection with the repurchase and retirement of our 6.00% Senior Notes due 2026, we recognized a gain on extinguishment of debt of $0.1 million. There was no gain or loss on extinguishment of debt for the three months ended September 30, 2026 or the three and nine months ended September 30, 2025.

Previous wording

For the three and six months ended June 30, 2026, we sold one and three industrial buildings and recognized a net loss on sale of $0.03 million and $0.6 million, respectively.

Current wording

For the nine months ended September 30, 2026, we sold three industrial buildings and recognized a net loss on sale of real estate of $0.6 million. There was no loss on sale of real estate during the three months ended September 30, 2026.

Previous wording

For the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025, the resulting net loss decreased by $5.2 million and increased by $8.5 million, respectively.

Current wording

For the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025, the resulting net loss increased by $3.3 million and $11.8 million, respectively.

Previous wording

We have approximately $7.2 million of unfunded commitments to borrowers. We expect to maintain sufficient liquidity to fund such commitments through matching these commitments with principal repayments on outstanding loans. Additionally, a property mortgage with a total outstanding principal balance of $13.3 million that is collateralized by one multifamily property will mature on January 22, 2027. We expect to use proceeds from the sale of the underlying real estate to repay the property mortgage. We also have secured borrowings with an outstanding principal balance of $17.5 million that is collateralized by a senior loan investment and scheduled to mature on June 30, 2027. We expect to repay the secured borrowings using proceeds from repayment of the senior loan. Finally, our 11.00% Senior Secured Notes due 2027 are scheduled to mature on July 1, 2027. See Note 8 for a description of the terms of this instrument. We expect to repay our 11.00% Senior Secured Notes Due 2027 through asset realizations such as loan repayments (including mandatory redemptions required under the Second Indenture upon certain asset sales and other events described in Note 8), the sale of real estate property, refinancings, debt or equity capital raises and other available capital sources or financing facilities.

Current wording

As of September 30, 2026, we have cash and cash equivalents of $1.4 million. We have approximately $6.3 million of unfunded commitments to borrowers. We expect to maintain sufficient liquidity to fund such commitments through matching these commitments with principal repayments on outstanding loans. Additionally, a property mortgage with a total outstanding principal balance of $13.3 million that is collateralized by one multifamily property will mature on January 22, 2027. We expect to use proceeds from the sale of the underlying real estate to repay the property mortgage. We also have secured borrowings with an outstanding principal balance of $17.5 million that is collateralized by a senior loan investment and scheduled to mature on June 30, 2027. We expect to repay the secured borrowings using proceeds from repayment of the senior loan. Finally, our 11.00% Senior Secured Notes due 2027 are scheduled to mature on July 1, 2027. See Note 8 for a description of the terms of this instrument. We expect to repay our 11.00% Senior Secured Notes due 2027 through asset realizations such as loan repayments (including mandatory redemptions required under the Second Indenture upon certain asset sales and other events described in Note 8), the sale of real estate property, refinancings, debt or equity capital raises and other available capital sources or financing facilities. Because the net proceeds from such asset realizations are generally required to be applied to the mandatory redemption of our 11.00% Senior Secured Notes due 2027, such proceeds generally will not be available to fund our operating expenses, unfunded commitments or other general corporate purposes. Accordingly, our ability to meet our ongoing operating expenses and other cash requirements depends in part on our ability to obtain liquidity from sources other than such asset realizations, which may not be available on acceptable terms or at all.

Previous wording

For the six months ended June 30, 2026, cash flows used in operating activities were $1.1 million compared to cash flows provided by operating activities of $2.0 million for the six months ended June 30, 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.

Current wording

For the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, cash flows used in operating activities increased by $2.9 million, primarily due to a decrease in contractual interest income, partially offset by a decrease in contractual interest expense.

Previous wording

For the six months ended June 30, 2026, cash flows provided by investing activities were $58.1 million, primarily related to proceeds from sale of real estate of $30.4 million, proceeds from repayment of loans of $23.8 million and distributions received in excess of income of $9.3 million, partially offset by origination, purchase and funding of loans of $2.7 million and capital contribution to equity investments of $2.8 million.

Current wording

For the nine months ended September 30, 2026, cash flows provided by investing activities were $55.0 million, primarily related to proceeds from sale of real estate of $30.4 million, proceeds from repayment of loans of $23.8 million and distributions received in excess of income of $9.3 million, partially offset by origination, purchase and funding of loans of $4.2 million, capital contribution to equity investments of $3.4 million, and purchase of equity securities without readily determinable fair value of $1.0 million.

Previous wording

For the six months ended June 30, 2025, cash flows provided by investing activities were $86.5 million, primarily related to proceeds from repayment of loans of $87.0 million and proceeds from sale of real estate of $13.8 million, partially offset by origination, purchase and funding of loans of $15.3 million and capital contributions to and purchase of equity interests in unconsolidated investments of $0.7 million.

Current 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.

Previous wording

For the six months ended June 30, 2026, cash flows used in financing activities were $83.9 million, primarily related to principal repayments on unsecured notes payable of $65.9 million, repayments on secured financing of $34.5 million, repayments on obligations under participation agreements of $18.0 million, payment for financing costs of $1.4 million, distributions paid to investors of $1.0 million, and a decrease in interest reserve and other deposits held on investments of $0.5 million, partially offset by proceeds from secured financing of $37.3 million.

Current wording

For the nine months ended September 30, 2026, cash flows used in financing activities were $85.6 million, primarily related to principal repayments on unsecured notes payable of $65.9 million, repayments on secured financing of $34.5 million, repayments on obligations under participation agreements of $18.0 million, payment for financing costs of $2.6 million, distributions paid to investors of $1.0 million, and a decrease in interest reserve and other deposits held on investments of $0.9 million, partially offset by proceeds from secured financing of $37.3 million.

Previous wording

For the six months ended June 30, 2025, cash flows used in financing activities were $74.7 million, primarily related to principal repayments on secured financing of $91.1 million, distributions paid of $7.0 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 $23.4 million and proceeds from obligations under participation agreements of $1.6 million.

Current 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.

Showing the first 40 of 43 pairs. Open the source sections for the rest.

Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Cash Flows Used in Operating Activities