Other Information.
+Added: On May 8, 2025, we and our Manager entered into an amendment to the Management Agreement, effective as of January 1, 2025, in order to clarify that the origination, asset management, asset servicing, disposition and breakup fees that we pay to our Manager pursuant to the Management Agreement are payable with respect to all investments of any type that we originate or acquire.
+Added: For additional information on the Amendment, see “Item 2.
+Added: Management’s Discussion and Analysis of Financial Condition and Results of Operations – Management Agreement Amendment” in this Quarterly Report on Form 10-Q.
The following exhibits are filed with this report.
5 unchanged sentences
3.2 Second Articles of Amendment and Restatement of Terra Property Trust, Inc.
−Removed: (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K with the SEC on December 5, 2023).
+Added: (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on December 5, 2023).
3.3 Articles of Supplementary of Terra Property Trust, Inc.
−Removed: Designating 12.5% Series A Redeemable Cumulative Preferred Stock (incorporated by reference to Exhibit 3.3 to the Registration Statement on Amendment No.1 to Form 10 (File No.
+Added: Designating 12.5% Services A Redeemable Cumulative Preferred Stock (incorporated by reference to Exhibit 3.3 to the Registration Statement on Amendment No.1 to Form 10 (File No.
000-56117) filed with the SEC on December 16, 2019).
+Added: 4.1 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed with the SEC on March 15, 2024).
4.2 Indenture, dated June 10, 2021, by and between Terra Property Trust, Inc.
4 unchanged sentences
001-40496) filed with the SEC on June 14, 2021).
−Removed: Description and Method of Filing
4.4 Form of Global Note representing the notes (included in Exhibit 4.2).
4.5 Indenture, dated February 10, 2021, by and between Terra Income Fund 6, Inc.
−Removed: Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of Terra Income Fund 6, Inc.'s Current Report on Form 8-K filed with the SEC on February 10, 2021).
+Added: Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on February 10, 2021.)
4.6 First Supplemental Indenture, dated February 10, 2021, by and between Terra Income Fund 6, Inc.
Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of Terra Income Fund 6, Inc.’s Current Report on Form 8-K filed with the SEC on February 10, 2021).
+Added: Description and Method of Filing
4.7 Second Supplemental Indenture, dated October 1, 2022, by and among Terra Income Fund 6, Inc., Terra Merger Sub, LLC and U.S.
Bank National Association, as trustee (incorporated by reference to exhibit 4.4 of Terra Income Fund 6, LLC’s Current Report on Form 8-K filed with the SEC on October 3, 2022).
−Removed: 4.7 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K filed on March 13, 2023).
+Added: 10.1 * Second Amendment to Uncommitted Master Repurchase and Securities Contract Agreement and Other Transaction Documents dated December 17, 2024, by and between Terra Mortgage Capital I, LLC, Terra Property Trust, Inc.
+Added: and Goldman Sachs Bank USA
+Added: 10.2 * Seventh Amendment to Loan Documents dated January 31, 2025 by and between Terra Mortgage Portfolio II, LLC, Terra Property Trust, Inc.
+Added: and Western Alliance Bank
31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
+Added: 101.INS** Inline XBRL Instance Document - t he instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH** Inline XBRL Taxonomy Extension Schema Document
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101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 101.DEF** Inline XBRL Taxonomy Extension Definition Linkbase Document
104 Cover Page Interactive Data File Included as Exhibit 101 (embedded within the Inline XBRL document)
+Added: ______________
* Filed herewith.
1 unchanged sentence
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: November 8, 2024
TERRA PROPERTY TRUST, INC.
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.