UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2025
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to__________
333-286596-02
(Commission File Number of issuing entity)
0002093117
(Central Index Key Number of issuing entity)
Benchmark 2025-V19 Mortgage Trust
(Exact name of issuing entity as specified in its charter)
333-286596
(Commission File Number of depositor)
0001258361
(Central Index Key Number of depositor)
Citigroup Commercial Mortgage Securities Inc.
(Exact name of depositor as specified in its charter)
Citi Real Estate Funding Inc.
(Central Index Key Number: 0001701238)
German American Capital Corporation
(Central Index Key Number: 0001541294)
Goldman Sachs Mortgage Company
(Central Index Key Number: 0001541502)
Barclays Capital Real Estate Inc.
(Central Index Key Number: 0001549574)
(Exact name of sponsors as specified in their respective charters)
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35-2933531 |
New York |
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35-2933532 35-2933533 |
(State or other jurisdiction of incorporation or organization of the issuing entity) |
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(I.R.S. Employer Identification No.) |
c/o Citibank, N.A.
388 Greenwich Street, 26th Floor
New York, New York 10013
(Address of principal executive offices of issuing entity)
Richard Simpson (212) 816-5343
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
None |
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Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐ Yes ☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Not Applicable
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Not Applicable
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Not Applicable
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Not Applicable
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
Not Applicable
EXPLANATORY NOTES
1 The Empire Mall mortgage loan, which represented approximately 6.8% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The Empire Mall mortgage loan and each of the related companion loan(s) are serviced pursuant to the WFCM 2025-5C7 PSA.
2 The 9911 Belward mortgage loan, which represented approximately 4.1% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The 9911 Belward mortgage loan and each of the related companion loan(s) are serviced pursuant to the Benchmark 2025-V18 PSA.
3 The 1700 Pavillion mortgage loan, which represented approximately 3.4% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The 1700 Pavillion mortgage loan and each of the related companion loan(s) are serviced pursuant to the Benchmark 2025-V15 PSA.
4 The Central Arts Plaza mortgage loan, which represented approximately 1.2% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The Central Arts Plaza mortgage loan and each of the related companion loan(s) are serviced pursuant to the BBCMS 2025-5C38 PSA.
5 Pursuant to Instruction 3 to Item 1122 of Regulation AB, the report on assessment of compliance with servicing criteria and attestation report on assessment of compliance with servicing criteria of (i) Torchlight Loan Services LLC, as special servicer under the Benchmark 2025-V18 PSA pursuant to which the 9911 Belward mortgage loan is serviced, (ii) Rialto Capital Advisors, LLC, as special servicer under the Benchmark 2025-V15 PSA pursuant to which the 1700 Pavillion mortgage loan is serviced, (iii) Pentalpha Surveillance LLC, as operating advisor under the Benchmark 2025-V15 PSA pursuant to which the 1700 Pavillion mortgage loan is serviced and (iv) Rialto Capital Advisors, LLC, as special servicer under BBCMS 2025-5C38 PSA pursuant to which the Central Arts Plaza mortgage loan is serviced, are not included in this report on Form 10-K because each of Torchlight Loan Services LLC, Rialto Capital Advisors, LLC, and Pentalpha Surveillance LLC performed activities that address the servicing criteria specified in Item 1122(d) of Regulation AB with respect to 5% or less of the pool assets of the issuing entity. This annual report on Form 10-K does not include the reports on assessment of compliance with servicing criteria and attestation reports on assessment of compliance with servicing criteria of Computershare Trust Company, National Association as certificate administrator under the WFCM 2025-5C7 PSA, the Benchmark 2025-V18 PSA, the Benchmark 2025-V15 PSA, and the BBCMS 2025-5C38 PSA, because the certificate administrator under each such pooling and servicing agreement or trust and servicing agreement does not perform any activities that address the servicing criteria specified in Item 1122(d) of Regulation AB with respect to the issuing entity. This annual report on Form 10-K does not include the report on assessment of compliance with servicing criteria and attestation report on assessment of compliance with servicing criteria of Wilmington Savings Fund Society, FSB as trustee under the Benchmark 2025-V19 PSA, because there are no relevant servicing criteria applicable to Wilmington Savings Fund Society, FSB as trustee under the Benchmark 2025-V19 PSA.
6 This annual report on Form 10-K does not include the servicer compliance statements of (i) CWCapital Asset Management LLC, as special servicer under the WFCM 2025-5C7 PSA pursuant to which the Empire Mall mortgage loan is serviced, (ii) Trimont LLC, as master servicer under the Benchmark 2025-V18 PSA pursuant to which the 9911 Belward mortgage loan is serviced, (iii) Torchlight Loan Services LLC, as special servicer under the Benchmark 2025-V18 PSA pursuant to which the 9911 Belward mortgage loan is serviced, (iv) Trimont, LLC as master servicer under the Benchmark 2025-V15 PSA pursuant to which the 1700 Pavillion mortgage loan is serviced, (v) Rialto Capital Advisors, LLC, as special servicer under the Benchmark 2025-V15 PSA pursuant to which the 1700 Pavillion mortgage loan is serviced, (vi) Trimont LLC, as master servicer under BBCMS 2025-5C38 PSA pursuant to which the Central Arts Plaza mortgage loan is serviced, and (vii) Rialto Capital Advisors, LLC, as special servicer under BBCMS 2025-5C38 PSA pursuant to which the Central Arts Plaza mortgage loan is serviced, because each of CWCapital Asset Management LLC, Trimont LLC, Torchlight Loan Services LLC, and Rialto Capital Advisors, LLC is an unaffiliated party that services less than 10% of the pool assets of the issuing entity, and therefore is not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB. This annual report on Form 10-K does not include the servicer compliance statements of Computershare Trust Company, National Association as certificate administrator under the WFCM 2025-5C7 PSA, the Benchmark 2025-V18 PSA, the Benchmark 2025-V15 PSA, and the BBCMS 2025-5C38 PSA, because the certificate administrator under each such pooling and servicing agreement or trust and servicing agreement is not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB with respect to the issuing entity.
PART I
Item 1. Business.
Omitted.
Item 1A. Risk Factors.
Omitted.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
Omitted.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
Omitted.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Omitted.
Item 6. [Reserved]
Omitted.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Omitted.
Item 9A. Controls and Procedures.
Omitted.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Omitted.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Omitted.
Item 14. Principal Accountant Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS REQUIRED BY GENERAL INSTRUCTION J(2)
Item 1112(b) of Regulation AB
No mortgage loan in the pool assets for Benchmark 2025-V19 Mortgage Trust constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB.
Item 1114(b)(2) and Item 1115(b) of Regulation AB
No entity or group of affiliated entities provides any external credit enhancement, uses any derivative instruments or other support for the certificates within this transaction.
Item 1117 of Regulation AB
The registrant knows of no legal proceeding pending against the sponsors, depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of Regulation AB, originator contemplated by Item 1110(b) of Regulation AB, or other party contemplated by Item 1100(d)(1) of Regulation AB, or of which any property of the foregoing is the subject, that is material to security holders.
Item 1119 of Regulation AB
Provided previously in the prospectus of the Registrant relating to the issuing entity and filed on December 11, 2025, pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended.
Item 1122 of Regulation AB
The reports on assessment of compliance with servicing criteria for asset-backed securities and related attestation reports are attached hereto under Item 15.
Item 1123 of Regulation AB
The servicer compliance statements are attached hereto under Item 15.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 30, 2026
Citigroup Commercial Mortgage Securities Inc.
(Depositor)
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/s/ Richard Simpson |
Richard Simpson, President |