TPT merger with WMC terminated; receives $3M termination fee

x Item 1.02. Termination of a Material Definitive Agreement. As previously disclosed, on June 27, 2023, Terra Property Trust, Inc., a Maryland coroporation (“TPT”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Western Asset Mortgage Capital Corporation, a Delaware corporation (“WMC”). On July 27, 2023, WMC notified TPT that its board of directors determined that a proposal from AG Mortgage Investment Trust, Inc. (“MITT”) to acquire WMC was a “Parent Superior Proposal” under the Merger Agreement and that WMC’s board of directors intended to terminate the Merger Agreement unless WMC received a revised proposal from TPT by a specified deadline such that the WMC board of directors determined that MITT’s proposal was no longer a “Parent Superior Proposal.” On August 8, 2023, WMC terminated the Merger Agreement pursuant to its terms (the “Termination”), and TPT was paid a termination fee of $3,000,000.