What Happened to Nitya Capital? Defaults, Forbearance, Form Ds

Who Nitya Capital is, in the lenders' words

Nitya Capital, LLC is “a privately held real estate investment firm that was founded in 2013 in Houston, Texas,” in the description its lender gave bondholders in August 2026, and Swapnil Agarwal is its “founder and managing principal.” The model shows up in every filing: buy older Texas and Sun Belt apartment complexes (built in the 1960s to 1980s, renamed and renovated), put each property in its own LLC, raise the equity from accredited investors through a companion “Investors” LLC with a $25,000 minimum, and borrow the rest from banks that pool the loans into commercial mortgage-backed securities (CMBS). Agarwal signs the Form D notices and is the non-recourse carve-out guarantor on the loans; Nitya's in-house manager (Karya, later KPM) runs the properties.

That structure is why so much of this story is public. Every CMBS loan is reported monthly to bondholders on EDGAR, property by property, and the prospectuses must disclose a sponsor's past defaults. Nitya's own website says it manages $3.0 billion across 57 properties (44 multifamily, 8 student housing, 5 office) and describes a new “Capital Solutions Engine” built around “loan restructuring, extensions, and recapitalizations” and “direct engagement with lenders and special servicers.” The filings below show what that meant loan by loan.

Is the 2023-2025 floating-rate story right? Partly. The 11-property loan required an interest rate cap, the kind of hedge lenders demand on floating-rate loans, and the missing cap is what ended the first forbearance. But the other CMBS loans we found are fixed-rate conduit loans, and the 2026 problems are about maturities, a property-tax exemption and code violations, not rate resets. And no foreclosure sale has gone through that we can find: the one foreclosure filing in the record, in 2026, ended in a forbearance.

Timeline: from the April 2020 filings to the October 2026 capital call

67 Form D offerings and $775 million: what Nitya's investors signed up for

We searched EDGAR's full text for every filing naming Swapnil Agarwal or Nitya and for Nitya's office address, 8901 Gaylord Drive. Agarwal appears as executive officer on 77 Form D and D/A filings by Houston and Los Angeles LLCs, which come to 67 offerings once amendments are collapsed and one offering re-filed under a new CIK (D2 Properties) is counted once, with first sales from May 2014 to June 2026. Together they report $775,167,280 sold to 6,997 investor positions (our sums; one person in five deals counts five times). Every one claims a Rule 506 exemption, none reports a sales commission, and the minimum is $25,000 in most. The largest and the most relevant to the loans below:

Totals are our sums of the latest filing for each offering; the CSV has all 67. Three things in this record matter to anyone holding or weighing a Nitya LLC.

Who gets paid first. Item 16 of Form D asks how much of the money raised goes to the issuer's officers and promoters. Nitya's answers name its own manager each time, for example: “Payments were made to Nitya AM, LLC, the Sole-Manager of the Issuer. Nitya AM's sole-member is Nitya Capital, LLC which is wholly owned by Mr. Agarwal.” Across the 67 offerings these amounts add up to $55,792,541 (our sum, partly estimates), 7.2% of the money raised (our arithmetic). On Project Hatteras alone the acquisition fee was $8,790,378, or 11.5% of the $76.1 million sold (our arithmetic). The two 2026 offerings report $0 and say instead that “The Manager is entitled to a carried interest”.

Late notices. Rule 503 requires a Form D “no later than 15 calendar days after the first sale.” Of Nitya's 66 original Form D notices, 54 were filed later than that and 22 more than a year after the first sale they report (our count from the filing dates). The extreme cases are SAAH Investors (first sale April 5, 2018, filed April 22, 2020), TEAI (February 2, 2018, filed April 22, 2020) and Norfolk Tower Investors (October 26, 2017, filed April 22, 2020). Thirty-three Nitya filings, 25 notices and 8 amendments, went in between April 17 and April 24, 2020. From April 2021 on, every notice was filed within 17 days of the first sale. The filings do not explain the catch-up, and a late Form D does not by itself void an exemption, but it meant that for up to two years an LP could not find these offerings on EDGAR.

Gaps. We found no Nitya Form D first sold in 2023 or 2025, although the website's portfolio page lists Providence at Spring Mountain (Las Vegas) as acquired in 2025, and Project A2V2 is raising now. Either some deals were filed under names we could not link to Agarwal, or they had not been filed by October 9, 2026. Earlier, in 2018 and 2019, an unrelated New York platform, iintoo, ran five feeder partnerships named for Nitya deals (Austin, Shadow Creek, Woodstone, Reserve Austin and Quail Creek) that sold through a placement agent with fees capped at 12% to 13.18% of the offering, and reported small sales (for example $100,000 for iintoo Austin Nitya L.P.).

The loans: what CMBS filings say about each problem

Nitya's lenders sold most of its mortgages into CMBS trusts, and those trusts file a monthly asset-level report (ABS-EE) and a distribution report (10-D) with servicer comments. Here is every Nitya loan we found that has been in default, forbearance or special servicing, with its status in the latest reports (filed September 23 to October 2, 2026).

The 11-property loan. Neither prospectus names the properties or the trust, so we cannot match this loan to a Nitya LLC with certainty. What the BANK5 prospectus does say is specific: the borrowers kept paying debt service, but “were unable to refinance such mortgage loan by the extended maturity date,” and the special servicer turned down a second forbearance “due to such borrowers' failure to purchase an interest rate cap agreement.” The largest Nitya raise of that period was Project Hatteras Investors, $76.1 million in March 2022; trade press has called the defaulted pool the Hatteras portfolio, but the SEC filings we read do not connect the two. The June 2025 refinance shows up in one more place: Ares Strategic Income Fund lists a $24.9 million holding in “NCMF 2025-MFS,” a private asset-backed investment at 7.53% maturing June 2033, with Nitya's office address, 8901 Gaylord Drive, Suite 100, as the issuer address.

The Muse & Eden Pointe. This is the loan to watch for the 445 investor positions in Muse 3035 Investors and Eden Pointe Investors (our sum of the two Form Ds). When it was made in October 2023, $60,414,114 went to pay off the old debt and $7,992,607 came back to the owners as a “Return of Equity,” on a 7.364% interest-only loan underwritten at a 1.25x coverage ratio. The January 2026 servicer comment reads: “Loan transferred to Special Servicer due to violations identified at the property.” By September 2026: “The Borrower and Special Servicer remain in active discussions regarding the completion of all required renovations,” with the portfolio 84% occupied at the end of March 2026. The loan also carried full recourse to Agarwal until a Public Facility Corporation tax exemption was granted.

Domain at Waco and NTX Denton. These two student-housing properties sit in a Texas Public Facility Corporation structure: a public entity owns the land and leases it back, and the owner pays no property tax in exchange for reserving units for lower-income renters. The loan required a principal paydown to a 10.33% debt yield if the exemption was not granted. The servicer's June 2026 comment: the loan transferred “due to imminent monetary default after the Borrower communicated it was unable to remit a required principal prepayment.” A modification followed on July 28, 2026, and by the September report it was out of special servicing. The terms of the modification are not public.

Steeples Apartments. The servicer's June 2026 comment is one line: “Borrower has failed to comply with Master Servicer's demand to implement cash management for the loan.” By the September 2026 report the loan was 90-120 days delinquent with the resolution strategy marked “TBD.” Its last reported debt service coverage was 1.124x as of March 31, 2026, against 1.85x underwritten in 2019.

Interlace and the June 2026 forbearance. The BANK5 prospectus gives the mechanics. The lender agreed “to forbear from foreclosure until June 30, 2026,” and the borrowers could buy one-month extensions with “an additional payment of $1,000,000 to be applied to repayment of the related loans.” On Interlace, the new $30,000,000 loan plus $3,483,213 of sponsor equity paid off a $31,422,290 balance (after $1,936,692 of reserves), with Agarwal and Nitya Capital, LLC as guarantors. Multifamily Dive reported in June 2026 that the lender was One William Street and that the other two properties were The Palace (Arlington) and Chaparral (Fort Worth); the SEC filings we read do not name them, and we found no later filing on their status. Both were still listed as current holdings on Nitya's portfolio page on October 9, 2026.

The rest of the Nitya loans we found in CMBS trusts were current in the latest reports, or have been repaid:

A loan being current protects the bondholders. It says less about the LLC members, whose equity is paid last and whose returns depend on what the property can be sold or refinanced for.

The track record counts sales to new Nitya investors as exits

Nitya's website lists 79 “closed transactions” from 2014 to 2026 with a weighted equity multiple of 1.51x and a weighted realized IRR of 24.1%, and its home page shows “Zero” next to “Realized investor losses.” We cannot test those figures: they are the company's own, and the page notes they come from Nitya investor materials. What we can test is whether the properties left Nitya's hands. Several did not.

A recapitalization can be a real exit for the investors who are bought out: they get their money back with a gain, paid by new investors and new debt. But it is not a sale to an outside buyer, and the price is set by the same sponsor on both sides. For the new LPs, such as the 37 in Baytown 3 Investors or the 734 positions in the three February 2020 LLCs (our sum), the clock starts again at a price Nitya chose. The Form Ds for LF Investors and HC Investors do not name their properties; the match is by date and initials, so treat it as likely rather than proven. On the Houston-Austin portfolio, a buyer can take over a loan, so a current loan does not prove Nitya still owns the properties; the trust reports do not name the owner.

Lawsuits and regulators

• No SEC or FINRA action found. We found no SEC litigation release or administrative order naming Nitya or Agarwal, and no firm or individual record for Nitya Capital or Swapnil Agarwal in FINRA BrokerCheck or the SEC's adviser database. Its offerings rely on Rule 506, which does not require registration or SEC review.
• CrowdStreet v. Nitya (2020). CrowdStreet, the crowdfunding marketplace, sued Nitya in Oregon state court on November 17, 2020, alleging Nitya broke a non-circumvention clause by emailing off-platform deals to at least 226 CrowdStreet users. Nitya removed the case to federal court, where it was terminated on July 22, 2021. The public docket does not show a judgment. The complaint is useful mainly as a record that Nitya signed up in May 2018 to list deals on CrowdStreet.
• Altus Health Systems (2019). CMBS prospectuses from 2020 disclosed a suit seeking about $18.2 million from Nitya Capital and Agarwal over a bankruptcy auction of Houston emergency-room centers; the defendants filed a countersuit. Later prospectuses do not mention it, and we did not find the outcome.
• The co-owner arbitration (2025). A petition to confirm an arbitration award against Agarwal was dismissed for lack of federal jurisdiction on August 7, 2025. The judge's order describes “the Operating Agreement for Nitya Capital, a real estate company co-owned by the parties.” Nitya's Form D filings from 2020 said Nitya Capital, LLC was “wholly owned by Mr. Agarwal.” The award's terms are not in the public order.
• City of Jacksonville v. Miramar Residences TIC I, LLC (2024). A federal housing-discrimination suit by the city against three Jacksonville tenancy-in-common owners whose disclosure statement names Nitya Capital, LLC as corporate parent; closed February 14, 2025.

None of these cases was brought by Nitya's own LP investors.

Our read of the record

Nitya has done what many 2021-vintage syndicators did not: so far, every defaulted loan we can see was extended, refinanced or modified instead of foreclosed, sometimes with fresh sponsor equity ($3,483,213 on Interlace, $9,797,599 on the student-housing refinance, $8,267,607 on the 2023 Houston refinance). The other side of the record is a sponsor whose largest debts kept reaching maturity without a takeout, some of whose 2017-2019 offerings reached EDGAR more than two years after the first sale, whose fees come off the top of each raise, and whose published track record treats moving a property from one group of its investors to another as an exit. For an LP, the question is not whether Nitya survives as a firm. It is whether the specific LLC you hold, or are offered, has equity left after its loan, its sponsor fees and any rescue capital that ranks ahead of you.

What a Nitya LP can do with this

• Find your LLC in the CSV by the name on your subscription documents, then find its property in the loan tables. If you are in Muse 3035 Investors, Eden Pointe Investors or a Steeples vehicle, ask the sponsor in writing for the special servicer's name, the default notices, the renovation budget and whether any sponsor loan or preferred equity now ranks ahead of you.
• If you were cashed out in a 2019-2020 “exit”, you may want your final distribution statement and the price used. If you bought into one of the 2019-2020 replacement vehicles, ask what price the property was transferred at and who set it.
• If you are being offered Project A2V2 or another 2026 deal, read the private placement memorandum for the seller financing (the website says the selling lenders finance nearly 90% at about a 3.5% “cash interest rate,” which can mean some interest accrues unpaid), the maturity of that debt, the acquisition fee and the promote. Check EDGAR about 15 days after the first closing for its Form D. The 43% net IRR is a target, not a result. One of the six properties is Tides on 51st in Phoenix; for how that sponsor's loans ended, see what happened to Tides Equities.
• Compare sponsors on filings, not marketing. Our syndication Form D dataset and red-flags checklist show how to read a Form D; if you met Nitya through CrowdStreet, our CrowdStreet review covers how that marketplace vets sponsors. If an LLC does fail, our tax-loss guide explains how a worthless partnership interest is usually reported.

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

FAQ

Sources, read on October 9, 2026: 77 Form D and D/A filings on SEC EDGAR by issuers naming Swapnil Agarwal (2015-2026) and six iintoo feeder filings (accession on every row of the CSV); 424B2 prospectuses for BANK5 2026-5YR24, BBCMS 2023-C22, BBCMS 2024-C24, BBCMS 2024-C30, BMO 2024-C9, MSWF 2023-2, BANK 2020-BNK25, BANK 2020-BNK26, BANK 2019-BNK24, BANK 2019-BNK20 and BNK21, GS 2019-GC40, GS 2019-GSA1 and BANK 2020-BNK28; ABS-EE asset-level data and 10-D distribution reports of those trusts (September and October 2026, plus earlier 10-Ds for servicer comments); Ares Strategic Income Fund's 424B3 of April 28, 2026; the complaint in CrowdStreet, Inc. v. Nitya Capital, LLC (D. Or. 3:20-cv-02051) and the August 7, 2025 order in N.D. Tex. 3:25-cv-01761, via CourtListener; 17 CFR 230.503; FINRA BrokerCheck and SEC adviser searches; Nitya Capital's website (home, portfolio, track record and now-raising pages). Multifamily Dive (June 10, 2026) is cited only to identify the lender and the two unnamed properties. Sums and percentages are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.