Mavik Capital and Terra Capital Partners: Where the Money in Every Terra Fund Ended Up (2026)

Mavik, Terra Capital Partners and who controls what

People searching for Mavik Capital and Terra Capital Partners are usually looking at the same group from two ends. The filings put it in this order:

• Mavik Capital Management, LP is the top entity, controlled by Vikram S. Uppal, who is chairman and chief executive of Terra Property Trust and of the Terra management companies. On April 1, 2021 it completed a set of transactions that “resulted in all of the outstanding interests in Terra Capital Partners being acquired by Mavik”, in the words of Terra Income Fund 6’s 2021 10-K. Before that, Terra Capital Partners was ultimately controlled by Axar Real Estate Capital Group LLC.
• Terra Capital Partners, LLC is the sponsor named in the fund documents. Mavik is its sole member.
• Terra REIT Advisors, LLC is the manager of Terra Property Trust and a wholly owned subsidiary of Terra Capital Partners. It is an SEC-registered investment adviser (file 801-112101) and reported $1,435,033,061 of regulatory assets under management for 11 clients in its Form ADV of March 31, 2026, with Mavik Capital Advisors and Terra Fund Advisors registered under it.
• Terra Fund Advisors, LLC manages Terra Secured Income Fund 7. It is the one piece Mavik does not fully own: the 2025 10-K says it is 51% owned by the estate of Bruce Batkin, Dan Cooperman and Simon Mildé and 49% by Terra Capital Partners.

So Mavik did not rename Terra. It bought it, kept the Terra entities and their funds, and launched its own Mavik-branded funds alongside.

The Terra family on EDGAR, vehicle by vehicle

These are the Terra and Mavik vehicles we found filing on EDGAR from the sponsor's New York addresses (805 Third Avenue, 550 Fifth Avenue and 205 West 28th Street). Several unrelated companies use the Terra name (a Florida Terra Capital Income Fund II, a Sarasota Terra Property LLC); they are left out.

Sources: Form D and D/A filings for each CIK (accession numbers in the CSV); Terra Secured Income Fund 5 10-K for 2022 (0001581874-23-000004); Terra Property Trust 10-K for 2025 (0001674356-26-000009), 10-Q for June 30, 2026 (0001674356-26-000020) and proxy statement of April 2026 (0001104659-26-051575); Terra REIT Advisors Form ADV of March 31, 2026. Mavik also filed Form D notices for co-investment and separate-account vehicles (Mavik Special Opps Co-Investments, Mavik X-Houston Co-Investment, Mavik Everstory SMA, VS2 Co-Investment A) and for small REIT subsidiaries with 122 to 125 investors, the usual setup for meeting the 100-holder REIT rule.

One premise worth correcting: Terra Offshore Funds REIT is not a fund US retail investors bought into. The manager's Form ADV says Terra Income Fund International and Terra Secured Income Fund 5 International “invest substantially all of their assets in Terra Offshore Funds” REIT, which in turn invests in Terra Property Trust. If you are a US holder, your route was almost certainly Fund 5, the BDC or Fund 7.

Timeline from the filings

The WMC deal is the one moment the filings show a real exit in reach for Terra shareholders: a merger into a company listed on the New York Stock Exchange. When WMC walked away, Uppal said in the press release filed with the 8-K: “We are disappointed that we could not come to an agreement with WMC’s Board of Directors to merge.” In a December 20, 2023 letter to holders filed with the SEC, the company again listed a listing, a share repurchase plan or a merger as options it would evaluate. None has happened since.

What each Terra investor holds now

Most Terra money now sits in Terra Property Trust Class B shares. The 2025 10-K says plainly: “There is no established trading market for our Class B Common Stock.” Holders grew from 2,121 in March 2023 to 5,379 in March 2024, when the Fund 5 shares landed in investors' own accounts, and were 5,413 in March 2026.

Sources: Terra Income Fund 6 10-K for 2021 and 10-Q for June 30, 2022 (0001577134-22-000012); merger press release (8-K, 0001104659-22-054154); Terra Fund 5 10-Q for September 30, 2023 (0001581874-23-000017) and letter to investors (8-K, 0001104659-23-128102); Terra Property Trust 10-Q for June 30, 2026 and proxy statement of April 2026. Book value is equity divided by shares, not a price anyone will pay.

Dividends soften the math only a little. Terra Property Trust declared $0.76 a share in 2023, $0.76 in 2024, $0.48 in 2025 and $0.04 in the first half of 2026, $2.04 in all (our sum). For a former BDC share that is about $1.21 since 2023 (0.595 x $2.04, our arithmetic). For a former Fund 5 unit, the 2024-2026 declarations come to about $2,883 (2,252.02 x $1.28, our arithmetic).

Before the roll-ups, the funds themselves were already shrinking. Fund 5's NAV per unit fell from $35,467 at the end of 2020 to $26,291 in September 2023, and its own reported internal rate of return since inception, net of fees and carried interest, was 3.16% at that date, down from 4.91% at the start of 2022. The BDC's NAV drifted from $10.06 in 2016 to $9.01 in 2022, and in 2021 its operating expenses were 14.66% of average net assets, the year of the Mavik takeover, two tender offers and the shareholder vote on a new advisory agreement.

For what happened inside Terra Property Trust in 2026, line by line (the $70.0 million write-off, the loan book, the three note outcomes), see our Terra Property Trust going-concern and notes analysis. This page does not repeat it.

What the manager was paid while book value fell

Terra Property Trust has no employees of its own. Terra REIT Advisors charges an origination fee of 1.0% of each investment, an asset management fee of 1.0% a year on funds under management, an asset servicing fee of 0.25% a year, a disposition fee of 1.0%, half of any break-up fees, and reimbursement of operating expenses, including a share of its rent and staff costs.

Sources: related-party note of the Terra Property Trust 10-K for 2022 (0001674356-23-000005), 2023 (0001674356-24-000009), 2024 (0001674356-25-000007) and 2025 (0001674356-26-000009), and 10-Q for June 30, 2026. The 2022 fee total is the figure restated in the 2023 10-K; the 2022 10-K showed $20,050,342 because it left out $0.2 million capitalized into an investment. 2021 and 2022 are Terra Property Trust before or during the BDC merger.

Two qualifications. Origination and disposition fees are “generally offset” by fees the company charges borrowers, so not every dollar in the fee column came out of shareholders. But the asset management fee is charged on funds under management, not on results, and the 10-K's risk factors say it may reduce the manager's incentive to seek attractive assets “because the fees are payable regardless of our performance”. The largest single items in 2023, the worst year, were $7.8 million of asset management fees and $9.2 million of reimbursed operating expenses.

The contract is hard to leave. A March 2024 amendment extended the management agreement's initial term to December 31, 2027, renewing yearly after that. If the board's independent directors (by two thirds) or a majority of unaffiliated shareholders end it for unsatisfactory performance or unfair fees, the company must pay a termination fee equal to three times the average annual fees and expense reimbursements of the previous 24 months. Only a final court judgment of fraud, gross negligence or breach of fiduciary duty, an uncured material breach, the manager's bankruptcy or an internalization lets the company leave without paying. Voting is also tilted: Fund 7 and the offshore REIT, both run by Terra entities, hold 18.8% of the shares between them (our sum).

Insiders own little of the common stock directly: the April 2026 proxy attributes 76,623.46 shares to Uppal (49,544.46 through a family LLC and 27,079 held by Terra Capital Partners), worth about $398,000 at book value (our arithmetic).

Mavik's own funds, and Terra Property Trust's money in them

While the retail Terra vehicles shrank, Mavik raised institutional money under its own name. Its first special-situations fund (VS1) reported $161.7 million sold to 71 investors on Form D by October 2022, and its Form ADV lists $445.4 million of gross assets and 239 beneficial owners. VS2, sold under Rule 506(c), reported $403.4 million from 127 investors by August 2025 and $564.5 million of gross assets in the Form ADV (Terra Property Trust's 10-Q summarizes the VS2 partnership itself at $403.0 million of total assets at December 31, 2025, and $692.0 million at June 30, 2026). A Houston co-investment vehicle shows $139.2 million.

Terra Property Trust is one of the investors. It committed $50.0 million to VS1 in August 2020 and carried its 14.9% stake at $31.4 million on June 30, 2026. That stake has been a source of cash: VS1 paid Terra Property Trust $11.5 million of distributions in the first half of 2026. On December 23, 2025, Terra Property Trust also committed $8.4 million to VS2, a fund whose general partner is a subsidiary of Terra Capital Partners. The proxy says the Audit Committee reviewed and unanimously approved it under the related-party policy. Eleven weeks later the company announced it had hired restructuring advisers. The filings do not say whether the VS2 commitment pays fees to Mavik at the fund level; a holder can ask.

The regulatory and court record

What we searched and found, as of October 8, 2026:

• FINRA BrokerCheck: Terra Capital Markets, LLC (CRD 123762), the former dealer-manager for Terra offerings, is terminated. Its record shows one disclosure: a January 14, 2005 NASD settlement (docket C10050002) over email retention, in which the firm, without admitting or denying, was censured and fined $10,000.
• Form ADV: Terra REIT Advisors' public record carries no disclosure flag.
• SEC filings: the 2025 10-K and June 2026 10-Q describe only ordinary-course proceedings, such as enforcing loan contracts, and say none is expected to be material. Terra Fund 5 and the BDC said the same in their last annual reports.
• SEC enforcement: we found no SEC litigation release or administrative proceeding naming Terra Capital Partners, Mavik, Terra REIT Advisors or Uppal.

What we did not search: state courts outside EDGAR exhibits, private arbitration, and federal court dockets (the CourtListener index was unavailable to us on October 8, 2026). Plaintiff law firms have advertised investigations of Terra funds online; an advertisement is not a lawsuit, and we found no filed case attached to them.

What a Terra holder can do with this

• Work out your own number. Multiply your Terra Property Trust shares by $5.20 for book value. If you came from the BDC, your shares are 0.595 times your old BDC share count; from Fund 5, 2,252.02 times your units. Compare it with what you paid, net of the distributions you received.
• Do not expect a redemption. There is no share repurchase program and no listing. If someone offers to buy your shares, compare the price with book value and with the going-concern warning, and read our guide to tender offers for non-traded REIT shares. For how far listed prices fall below stated values when non-traded REITs do list, see our listing-discount study.
• Keep the tax paperwork. For Fund 5 holders, the December 2023 letter said the in-kind distribution should not be taxable and that your basis in the shares carries over from your units, reduced by cash received. That basis is what matters if the shares are later sold or become worthless; our tax-loss guide covers how a worthless security is usually reported.
• Use your vote. The management agreement can be ended for performance only by two thirds of the independent directors or a majority of unaffiliated shares, and only with the three-times termination fee. Unaffiliated holders asking questions at the annual meeting is one of the few levers in the documents.
• Before investing with Mavik again, ask where the newer funds' general partners sit relative to Terra Property Trust and what fees layer on top. Our non-traded BDC list and private REIT Form D data show how other sponsors' vehicles compare.

This is analysis of public documents, not investment, legal or tax advice.

FAQ

Sources, read on EDGAR and the regulators' sites on October 8, 2026: Terra Property Trust Forms 10-K for 2022-2025 (0001674356-23-000005, 0001674356-24-000009, 0001674356-25-000007, 0001674356-26-000009), 10-Q for June 30, 2026 (0001674356-26-000020), DEF 14A of April 2026 (0001104659-26-051575) and 8-Ks of August 9, 2023, July 25, 2023, March 12, 2026 and July 2, 2026; Terra Income Fund 6 10-K for 2021 (0001577134-22-000007), 10-Q for June 30, 2022 and 8-Ks of May 2, 2022 and March 12, 2026; Terra Secured Income Fund 5 10-K for 2022, 10-Q for September 30, 2023, 8-K of December 21, 2023 and Form 15; Form D filings of Terra Secured Income Funds 1, 4, 5 and 7 and Mavik's VS1 and VS2; Terra REIT Advisors Form ADV of March 31, 2026; FINRA BrokerCheck report for CRD 123762. Sums, per-share conversions and percentage changes are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.