UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x 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

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____ 

Commission file number of issuing entity: 333-262701-04

Central Index Key Number of the issuing entity: 0001979859

Benchmark 2023-B39 Mortgage Trust

(exact name of issuing entity as specified in its charter)

Central Index Key Number of the depositor: 0001258361

Citigroup Commercial Mortgage Securities Inc.

(exact name of the depositor as specified in its charter)

Central Index Key Number of the sponsor: 0001701238

Citi Real Estate Funding Inc.

(exact name of the sponsor as specified in its charter)

Central Index Key Number of the sponsor: 0000835271

JPMorgan Chase Bank, National Association

(exact name of the sponsor as specified in its charter)

Central Index Key Number of the sponsor: 0001541294

German American Capital Corporation

(exact name of the sponsor as specified in its charter)

Central Index Key Number of the sponsor: 0001541502

Goldman Sachs Mortgage Company

(exact name of the sponsor as specified in its charter)

c/o Computershare Trust Company, N.A.

9062 Old Annapolis Road

 Columbia, MD

(Address of principal executive offices)

21045

(Zip Code)

Telephone number, including area code:

(667) 786‑1992

Securities registered pursuant to Section 12(b) of the Act:

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 X

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 X

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 X 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.

Large accelerated filer ___

Accelerated filer ___

Non-accelerated filer X

Smaller reporting company ___

Emerging growth company ___

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. ___

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. ___

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). ___

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

  Yes ___ No X

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 Fashion Valley Mall mortgage loan, which represented approximately 9.4% of the initial pool balance of the issuing entity, is part of a whole loan 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 Fashion Valley Mall mortgage loan and each of the related companion loan(s) are serviced pursuant to the Benchmark 2023-B40 PSA (as defined in Item 15 below).

2. The Pacific Design Center mortgage loan, which represented approximately 7.1% of the initial pool balance of the issuing entity, is part of a whole loan 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 Pacific Design Center mortgage loan and each of the related companion loan(s) are serviced pursuant to the Benchmark 2023-B38 PSA (as defined in Item 15 below).

3. The Scottsdale Fashion Square mortgage loan, which represented approximately 4.5% of the initial pool balance of the issuing entity, is part of a whole loan 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 Scottsdale Fashion Square mortgage loan and each of the related companion loan(s) are serviced pursuant to the SCOTT 2023-SFS TSA (as defined in Item 15 below).

4. The One & Two Commerce Square mortgage loan, which represented approximately 4.4% of the initial pool balance of the issuing entity, is part of a whole loan 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 One & Two Commerce Square mortgage loan and each of the related companion loan(s) are serviced pursuant to the BANK 2023-BNK46 PSA (as defined in Item 15 below).  Effective as of March 1, 2025, Trimont LLC succeeded to Wells Fargo Bank, National Association in its capacity as master servicer under the BANK 2024-BNK47 PSA, as disclosed in the Current Report on Form 8-K filed on March 3, 2025 under Commission File No. 333-262701-04.

5. The Scottsdale Fashion Square mortgage loan, which represented approximately 4.5% of the initial pool balance of the issuing entity, is part of a whole loan 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 Scottsdale Fashion Square mortgage loan and each of the related companion loan(s) are serviced pursuant to the SCOTT 2023-SFS TSA (as defined in Item 15 below).

6. The Miracle Mile mortgage loan, which represented approximately 3.3% of the initial pool balance of the issuing entity, is part of a whole loan 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 Miracle Mile mortgage loan and each of the related companion loan(s) are serviced pursuant to the MIRA Trust 2023-MILE TSA (as defined in Item 15 below).

7. The Harborside 2-3 mortgage loan, which represented approximately 2.8% of the initial pool balance of the issuing entity, is part of a whole loan 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 Harborside 2-3 mortgage loan and each of the related companion loan(s) are serviced pursuant to the Benchmark 2023-V2 PSA (as defined in Item 15 below).

8. The Jaylor – Burger King Portfolio mortgage loan, which represented approximately 2.7% of the initial pool balance of the issuing entity, is part of a whole loan 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 Hyatt Regency Indianapolis mortgage loan, which represented approximately 2.0% of the initial pool balance of the issuing entity, is part of a whole loan 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 Jaylor – Burger King Portfolio mortgage loan, the Hyatt Regency Indianapolis mortgage loan and each of the related companion loan(s) are serviced pursuant to the BMO 2023-C5 PSA (as defined in Item 15 below).

9. The One Campus Martius mortgage loan, which represented approximately 2.6% of the initial pool balance of the issuing entity, is part of a whole loan 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 One Campus Martius mortgage loan and each of the related companion loan(s) are serviced pursuant to the Benchmark 2022-B36 PSA (as defined in Item 15 below).

10. 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) Berkadia Commercial Mortgage LLC, as servicer under the SCOTT 2023-SFS TSA, pursuant to which the Scottsdale Fashion Square mortgage loan is serviced, (ii) 3650 REIT Loan Servicing LLC, as special servicer for the Harborside 2-3 mortgage loan under the BMARK 2023-V2 PSA, (iii) BellOak, LLC, as operating advisor for the Harborside 2-3 mortgage loan under the BMARK 2023-V2 PSA, (iv) Rialto Capital Advisors, LLC, as special servicer for the Jaylor-Burger King Portfolio mortgage loan and Hyatt Regency Indianapolis mortgage loan under the BMO 2023-C5 PSA, (v) Wells Fargo Bank, National Association, as master servicer prior to March 1, 2025 under the BANK 2023-BNK46 PSA, pursuant to which the  One & Two Commerce Square mortgage loan is serviced and (vi) Trimont LLC, as master servicer on and after March 1, 2025 under the BANK 2023-BNK46 PSA, pursuant to which the  One & Two Commerce Square mortgage loan is serviced, are not included in this report on Form 10-K because each of Berkadia Commercial Mortgage LLC, 3650 REIT Loan Servicing LLC, BellOak, LLC, Rialto Capital Advisors, LLC, Wells Fargo Bank, National Association and Trimont 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 Benchmark 2023-B38 PSA, the SCOTT 2023-SFS TSA, the MIRA Trust 2023-MILE TSA, the Benchmark 2023-V2 PSA, the BMO 2023-C5 PSA, the Benchmark 2022-B36 PSA, the Benchmark 2023-B40 PSA and the BANK 2023-BNK46 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.

11. This annual report on Form 10-K does not include the servicer compliance statements of (i) Situs Holdings, LLC, as special servicer solely with respect to the Back Bay Office whole loan, (ii) Argentic Services Company LP, as special servicer for the Pacific Design Center mortgage loan under the BMARK 2023-B38 PSA, (iii) Berkadia Commercial Mortgage LLC, as servicer under the SCOTT 2023-SFS TSA, pursuant to which the Scottsdale Fashion Square mortgage loan is serviced, (iv) KeyBank National Association, as special servicer for the Scottsdale Fashion Square mortgage loan under the SCOTT 2023-SFS TSA, (v) KeyBank National Association, as special servicer for the Miracle Mile mortgage loan under the MIRA Trust 2023-MILE TSA, (vi) 3650 REIT Loan Servicing LLC, as special servicer for the Harborside 2-3 mortgage loan under the BMARK 2023-V2 PSA, (vii) Rialto Capital Advisors, LLC, as special servicer for the Jaylor-Burger King Portfolio mortgage loan and Hyatt Regency Indianapolis mortgage loan under the BMO 2023-C5 PSA, (viii) Wells Fargo Bank, National Association, as master servicer prior to March 1, 2025 under the BANK 2023-BNK46 PSA, pursuant to which the One & Two Commerce Square mortgage loan is serviced and (ix) Trimont LLC, as master servicer on and after March 1, 2025 under the BANK 2023-BNK46 PSA, pursuant to which the  One & Two Commerce Square mortgage loan is serviced, because each of Situs Holdings, LLC, Argentic Services Company LP, Berkadia Commercial Mortgage LLC, KeyBank National Association, 3650 REIT Loan Servicing LLC, Rialto Capital Advisors, LLC, Wells Fargo Bank, National Association and Trimont 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 Benchmark 2023-B38 PSA, the SCOTT 2023-SFS TSA, the MIRA Trust 2023-MILE TSA, the Benchmark 2023-V2 PSA, the BMO 2023-C5 PSA, the Benchmark 2022-B36 PSA, the Benchmark 2023-B40 PSA and the BANK 2023-BNK46 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.

ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

Item 1112(b) of Regulation AB, Significant Obligor Financial Information.

With respect to the pool assets for Benchmark 2023-B39 Mortgage Trust, there are no significant obligors within the meaning of Item 1101(k) of Regulation AB.

Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information.

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 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).

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, Legal Proceedings.

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, Affiliations and Certain Relationships and Related Transactions.

Provided previously in the prospectus of the Registrant relating to the issuing entity and filed on July 18, 2023 pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended.

Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.

The reports on assessment of compliance with the servicing criteria for asset-backed securities and the related attestation reports on such assessments of compliance are attached hereto under Item 15.

Item 1123 of Regulation AB, Servicer Compliance Statement.

The servicer compliance statements are attached hereto under Item 15.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) List the following documents filed as part of the report:

(1) Not Applicable

(2) Not Applicable

(3) Exhibits listed below are either included or incorporated by reference as indicated below:

(4.1) Pooling and Servicing Agreement, dated as of July 1, 2023, among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, K-Star Asset Management LLC, as a special servicer, Situs Holdings, LLC, solely with respect to the Back Bay Office Whole Loan, as a special servicer, Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, Computershare Trust Company, National Association, as certificate administrator, and Computershare Trust Company, National Association, as trustee. (filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K dated July 18, 2023, and filed on July 18, 2023 under Commission File No. 333-262701-04, and is incorporated by reference herein).

(4.2) Pooling and Servicing Agreement, dated as of April 1, 2023 (“Benchmark 2023-B38 PSA”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as general special servicer, Argentic Services Company LP, as Pacific Design Center special servicer, Computershare Trust Company, N.A., as trustee, certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer (filed as Exhibit 4.3 to the registrant's Current Report on Form 8-K dated July 18, 2023, and filed on July 18, 2023 under Commission File No. 333-262701-04, and is incorporated by reference herein). (See Explanatory Note 2).

(4.3) Trust and Servicing Agreement, dated as of March 17, 2023 ("SCOTT 2023-SFS TSA"), between GS Mortgage Securities Corporation II, as depositor, Berkadia Commercial Mortgage LLC, as servicer, KeyBank National Association, as special servicer, Computershare Trust Company, National Association, as certificate administrator and custodian, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor (filed as Exhibit 4.4 to the registrant's Current Report on Form 8-K dated July 18, 2023, and filed on July 18, 2023 under Commission File No. 333-262701-04, and is incorporated by reference herein) (See Explanatory Note 5).

(4.4) Trust and Servicing Agreement, dated as of June 21, 2023 (“MIRA Trust 2023-MILE TSA”), between GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as servicer, KeyBank National Association, as special servicer, Computershare Trust Company, National Association, as trustee, certificate administrator and custodian, and Park Bridge Lender Services LLC, as operating advisor.  (filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K/A dated July 18, 2023, and filed on August 21, 2023 under Commission File No. 333-262701-04, and is incorporated by reference herein). (See Explanatory Note 6).

(4.5) Pooling and Servicing Agreement, dated as of December 1, 2021 ("Benchmark 2023-V2 PSA"), among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, 3650 REIT Loan Servicing LLC, as special servicer, BellOak, LLC, as operating advisor and as asset representations reviewer, Computershare Trust Company, National Association, as certificate administrator, and Computershare Trust Company, National Association, as trustee (filed as Exhibit 4.6 to the registrant's Current Report on Form 8-K dated July 18, 2023, and filed on July 18, 2023 under Commission File No. 333-262701-04, and is incorporated by reference herein) (See Explanatory Note 7).

(4.6) Pooling and Servicing Agreement, dated as of June 1, 2023 (“BMO 2023-C5 PSA”), among BMO Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, Computershare Trust Company, National Association, as certificate administrator, and Computershare Trust Company, National Association, as trustee (filed as Exhibit 4.7 to the registrant's Current Report on Form 8-K dated July 18, 2023, and filed on July 18, 2023 under Commission File No. 333-262701-04, and is incorporated by reference herein) (See Explanatory Note 8).

(4.7) Pooling and Servicing Agreement is dated as of August 1, 2022 (“Benchmark 2022-B36 PSA”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, K-Star Asset Management LLC (as successor to Midland Loan Services, a Division of PNC Bank, National Association), as special servicer, Computershare Trust Company, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer (filed as Exhibit 4.8 to the registrant's Current Report on Form 8-K dated July 18, 2023, and filed on July 18, 2023 under Commission File No. 333-262701-04, and is incorporated by reference herein) (See Explanatory Note 9).

(4.8) Pooling and Servicing Agreement, dated as of April 1, 2023 (“Benchmark 2023-B40 PSA”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor (the “Benchmark 2023-B40 Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Computershare Trust Company, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer (filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K dated December 21, 2023, and filed on December 28, 2023 under Commission File No. 333-262701-04, and is incorporated by reference herein). (See Explanatory Note 1).

(4.9) Pooling and Servicing Agreement, dated as of August 1, 2023 (“BANK 2023-BNK46 PSA”), among Wells Fargo Bank Commercial Mortgage Securities, Inc., as depositor, Trimont LLC (as successor to Wells Fargo Bank, National Association), as general master servicer, LNR Partners, LLC, as general special servicer, National Cooperative Bank, N.A., as co-op master servicer and as co-op special servicer, Computershare Trust Company, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer (filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K dated August 10, 2023, and filed on August 16, 2023 under Commission File No. 333-262701-04, and is incorporated by reference herein). (See Explanatory Note 4).

ATTACHMENTS / EXHIBITS

bmk23b39_31.htm

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