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__________
333-280224-06
(Commission File Number of issuing entity)
0002057363
(Central Index Key Number of issuing entity)
BMO 2025-5C10 Mortgage Trust
(Exact name of issuing entity as specified in its charter)
333-280224
(Commission File Number of depositor)
0001861132
(Central Index Key Number of depositor)
BMO Commercial Mortgage Securities LLC
(Exact name of depositor as specified in its charter)
Bank of Montreal
(Central Index Key Number: 0000927971)
Citi Real Estate Funding Inc.
(Central Index Key Number: 0001701238)
German American Capital Corporation
(Central Index Key Number: 0001541294)
Starwood Mortgage Capital LLC
(Central Index Key Number: 0001548405)
Goldman Sachs Mortgage Company
(Central Index Key Number: 0001541502)
Greystone Commercial Mortgage Capital LLC
(Central Index Key Number: 0001931347)
Societe Generale Financial Corporation
(Central Index Key Number: 0001755531)
Zions Bancorporation, N.A.
(Central Index Key Number: 0000109380)
UBS AG
(Central Index Key Number: 0001685185)
(Exact name of sponsors as specified in their respective charters)
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New York |
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35-7440207 35-7440208 |
(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)
Paul Vanderslice (212) 885-4000
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 Radius Nashville mortgage loan, which represented approximately 4.8% 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 Radius Nashville mortgage loan and each of the related companion loan(s) (i) were serviced pursuant to the BMO 2025-5C10 PSA prior to June 12, 2025, and (ii) are serviced pursuant to the Benchmark 2025-V15 PSA on and after June 12, 2025.
2 The 1535 Broadway mortgage loan, which represented approximately 7.2% 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 1535 Broadway mortgage loan and each of the related companion loan(s) are serviced pursuant to the BWAY Trust 2025-1535 TSA.
3 The Herald Center mortgage loan, which represented approximately 4.9% 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 Herald Center mortgage loan and each of the related companion loan(s) are serviced pursuant to the Benchmark 2025-V13 PSA.
4 The Redmond Town Center 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 Las Olas City Centre mortgage loan, which represented approximately 2.4% 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 Redmond Town Center mortgage loan and the Las Olas City Centre mortgage loan and each of the related companion loan(s) are serviced pursuant to the Benchmark 2025-V14 PSA.
5 The Project Midway mortgage loan, which represented approximately 3.0% 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 Project Midway mortgage loan and each of the related companion loan(s) are serviced pursuant to the BX 2025-BIO3 TSA.
6 The Pinnacle Hills Promenade mortgage loan, which represented approximately 2.9% 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 Commando Self Storage Portfolio 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 Pinnacle Hills Promenade mortgage loan and the Commando Self Storage Portfolio mortgage loan and each of the related companion loan(s) are serviced pursuant to the BMO 2025-5C9 PSA.
7 The Riverwalk West mortgage loan, which represented approximately 2.0% 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 Riverwalk West mortgage loan and each of the related companion loan(s) (i) were serviced pursuant to the BBCMS 2024-5C31 PSA prior to June 30, 2025, and (ii) are serviced pursuant to the BMO 2025-5C11 PSA on and after June 30, 2025.
8 The Newport on the Levee mortgage loan, which represented approximately 1.9% 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 Newport on the Levee mortgage loan and each of the related companion loan(s) are serviced pursuant to the BMO 2024-5C8 PSA.
9 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) KeyBank National Association, as master servicer under the BX 2025-BIO3 TSA pursuant to which the Project Midway mortgage loan is serviced, (ii) CWCapital Asset Management LLC, as special servicer under the BX 2025-BIO3 TSA pursuant to which the Project Midway mortgage loan is serviced, (iii) Deutsche Bank National Trust Company, as custodian and as back-up advancing agent under the BX 2025-BIO3 TSA pursuant to which the Project Midway mortgage loan is serviced, and (iv) 3650 REIT Loan Servicing LLC, as special servicer under the BMO 2025-5C9 PSA pursuant to which the Pinnacle Hills Promenade mortgage loan and the Commando Self Storage Portfolio mortgage loan are serviced, are not included in this report on Form 10-K because each of KeyBank National Association, CWCapital Asset Management LLC, Deutsche Bank National Trust Company, and 3650 REIT Loan Servicing 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 (i) Computershare Trust Company, National Association as certificate administrator under the BWAY Trust 2025-1535 TSA, the Benchmark 2025-V14 PSA, the BMO 2025-5C9 PSA, the BBCMS 2024-5C31 PSA, the BMO 2024-5C8 PSA, the Benchmark 2025-V15 PSA, and the BMO 2025-5C11 PSA and (ii) Deutsche Bank National Trust Company, as certificate administrator under the BX 2025-BIO3 TSA, 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 (i) Wilmington Savings Fund Society, FSB as trustee under the BMO 2025-5C10 PSA, (ii) Wilmington Savings Fund Society, FSB, as trustee under the Benchmark 2025-V13 PSA and (iii) Computershare Trust Company, National Association, as trustee under the BX 2025-BIO3 TSA, because in each case there are no relevant servicing criteria applicable to the trustee.
10 This annual report on Form 10-K does not include the servicer compliance statements of (i) KeyBank National Association, as master servicer under the BX 2025-BIO3 TSA pursuant to which the Project Midway mortgage loan is serviced (ii) CWCapital Asset Management LLC, as special servicer under the BX 2025-BIO3 TSA pursuant to which the Project Midway mortgage loan is serviced, (iii) 3650 REIT Loan Servicing LLC, as special servicer under the BMO 2025-5C9 PSA pursuant to which the Pinnacle Hills Promenade mortgage loan and the Commando Self Storage Portfolio mortgage loan are serviced, (iv) Trimont, LLC (as successor to Wells Fargo Bank, National Association), as master servicer under the BMO 2024-5C8 PSA pursuant to which the Newport on the Levee mortgage loan is serviced, and (v) Trimont, LLC, as master servicer under the Benchmark 2025-V15 PSA pursuant to which the Radius Nashville mortgage loan is serviced on and after June 12, 2025, because each of KeyBank National Association, CWCapital Asset Management LLC, 3650 REIT Loan Servicing LLC 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 (i) Computershare Trust Company, National Association as certificate administrator under the BWAY Trust 2025-1535 TSA, the Benchmark 2025-V14 PSA, the BMO 2025-5C9 PSA, the BBCMS 2024-5C31 PSA, the BMO 2024-5C8 PSA, the Benchmark 2025-V15 PSA, and the BMO 2025-5C11 PSA, (ii) Citibank, N.A., as certificate administrator under the Benchmark 2025-V13 PSA, and (iii) Deutsche Bank National Trust Company, as certificate administrator under the BX 2025-BIO3 TSA, 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 BMO 2025-5C10 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.
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 31, 2026
BMO Commercial Mortgage Securities LLC
(Depositor)
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/s/ Paul Vanderslice |
Paul Vanderslice, Chief Executive Officer |