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:333-280224-03

Central Index Key Number of the issuing entity:0002044614

BMO 2024-5C8 Mortgage Trust

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

Central Index Key Number of the depositor:0001861132

BMO Commercial Mortgage Securities LLC

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

Central Index Key Number of the sponsor:0000927971

Bank of Montreal

(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)

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:0001548405

Starwood Mortgage Capital LLC

(exact name of the sponsor 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:0001685185

UBS AG

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

Central Index Key Number of the sponsor:0001755531

Societe Generale Financial Corporation

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

Central Index Key Number of the sponsor:0001931347

Greystone Commercial Mortgage Capital LLC

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

Central Index Key Number of the sponsor:0001549574

Barclays Capital Real Estate Inc.

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

Central Index Key Number of the sponsor:0001542256

Natixis Real Estate Capital LLC

(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.  Effective as of March 1, 2025, Trimont LLC succeeded to Wells Fargo Bank, National Association in its capacity as master servicer under the BMO 2024-5C8 PSA, as disclosed in the Current Report on Form 8-K filed on March 3, 2025 under Commission File No. 333-280224-03. 

2.  The Queens Center mortgage loan, which represented approximately 7.2% 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 Riverwalk West mortgage loan, which represented approximately 2% 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 Queens Center mortgage loan and each of the related companion loan(s) are serviced pursuant to the BBCMS 2024-5C31 PSA (as defined in Item 15 below).  The Riverwalk West mortgage loan and each of the related companion loan(s) are serviced pursuant to (i) the BBCMS 2024-5C31 PSA prior to June 30, 2025 and (ii) the BMO 2025-5C11 PSA (as defined in Item 15 below) on and after June 30, 2025.

3.  The ICONIQ Multifamily Portfolio mortgage loan, which represented approximately 6.5% 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 ICONIQ Multifamily Portfolio mortgage loan and each of the related companion loan(s) are serviced pursuant to the ICNQ 2024-MF TSA (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 ICNQ 2024-MF TSA, as disclosed in the Current Report on Form 8-K filed on March 3, 2025 under Commission File No. 333-280224-03.

4.  The Tank Holding 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 Signum at 375 Dean mortgage loan, which represented approximately 2.4% 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 125 Summer mortgage loan, which represented approximately 1.3% 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 GRM South Brunswick mortgage loan, which represented approximately 1.2% 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 Tank Holding Portfolio mortgage loan, the Signum at 375 Dean mortgage loan, the 125 Summer mortgage loan and the GRM South Brunswick mortgage loan and each of the related companion loan(s) are serviced pursuant to the BMO 2024-5C7 PSA (as defined in Item 15 below).

5.  The Atrium Hotel Portfolio 24 Pack mortgage loan, which represented approximately 1.5% 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 Atrium Hotel Portfolio 24 Pack mortgage loan and each of the related companion loan(s) are serviced pursuant to the AHPT 2024-ATRM TSA (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 ICNQ 2024-MF TSA, as disclosed in the Current Report on Form 8-K filed on March 3, 2025 under Commission File No. 333-280224-03.

6.  The Linx mortgage loan, which represented approximately 1.0% 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 Northbridge Centre mortgage loan, which represented approximately 0.5% 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 Linx mortgage loan and the Northbridge Centre mortgage loan and each of the related companion loan(s) are serviced pursuant to the BMO 2024-5C6 PSA (as defined in Item 15 below).

7.  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 CWCapital Asset Management LLC, as special servicer for the Atrium Hotel Portfolio 24 Pack mortgage loan under the AHPT 2024-ATRM TSA, is not included in this report on Form 10-K because CWCapital Asset Management 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 BBCMS 2024-5C31 PSA, the BMO 2025-5C11 PSA, the BMO 2024-5C7 PSA, the AHPT 2024-ATRM TSA and the BMO 2024-5C6 PSA and (ii) Deutsche Bank National Trust Company as certificate administrator under the ICNQ 2024-MF TSA, because the certificate administrator under each such pooling and servicing agreement or trust and servicing agreement, as applicable, does not perform any activities that address the servicing criteria specified in Item 1122(d) of Regulation AB with respect to the issuing entity.

8.  This report on Form 10-K does not include the servicer compliance statement of (i) CWCapital Asset Management LLC, as special servicer for the Atrium Hotel Portfolio 24 Pack mortgage loan under the AHPT 2024-ATRM TSA and (ii) KeyBank National Association, as special servicer for the ICONIQ Multifamily Portfolio mortgage loan under the ICNQ 2024-MF TSA, because each of CWCapital Asset Management LLC and KeyBank National Association 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 BBCMS 2024-5C31 PSA, the BMO 2025-5C11 PSA, the BMO 2024-5C7 PSA, the AHPT 2024-ATRM TSA and the BMO 2024-5C6 PSA and (ii) Deutsche Bank National Trust Company as certificate administrator under the ICNQ 2024-MF TSA, because the certificate administrator under each such pooling and servicing agreement or trust and servicing agreement, as applicable, 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 BMO 2024-5C8 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 December 6, 2024 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 December 1, 2024 (the “BMO 2024-5C8 PSA”), by and among BMO Commercial Mortgage Securities LLC, as depositor, Trimont LLC (as successor to Wells Fargo Bank, National Association), as master servicer, Greystone Servicing Company LLC, as special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, and Computershare Trust Company, National Association, as certificate administrator and as trustee (filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K/A dated December 4, 2024, and filed by the registrant on December 19, 2024 under Commission File No. 333-280224-03, and is incorporated by reference herein). (See Explanatory Note 1)

(4.2) Pooling and Servicing Agreement, dated as of December 1, 2024 (the “BBCMS 2024-5C31 PSA”), by and among Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, A Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, and Computershare Trust Company, National Association, as certificate administrator and as trustee (filed as Exhibit 4.2 to the registrant's Current Report on Form 8-K/A dated December 4, 2024, and filed by the registrant on December 19, 2024 under Commission File No. 333-280224-03, and is incorporated by reference herein). (See Explanatory Note 2)

(4.3) Trust and Servicing Agreement, dated as of November 13, 2024 (the “ICNQ 2024-MF TSA”), by and among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Trimont LLC (as successor to Wells Fargo Bank, National Association), as master servicer, KeyBank National Association, as special servicer, Park Bridge Lender Services LLC, as operating advisor, Computershare Trust Company, National Association, as trustee, and Deutsche Bank National Trust Company, as certificate administrator, as paying agent, and as custodian (filed as Exhibit 4.3 to the registrant's Current Report on Form 8-K dated December 4, 2024, and filed by the registrant on December 6, 2024 under Commission File No. 333-280224-03, and is incorporated by reference herein). (See Explanatory Note 3)

(4.4) Pooling and Servicing Agreement, dated as of October 1, 2024 (the “BMO 2024-5C7 PSA”), by and among BMO Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, A Division of PNC Bank, National Association, as master servicer, Greystone Servicing Company LLC, as special servicer, BellOak, LLC, as operating advisor and asset representations reviewer, and Computershare Trust Company, National Association, as certificate administrator and as trustee (filed as Exhibit 4.4 to the registrant's Current Report on Form 8-K dated December 4, 2024, and filed by the registrant on December 6, 2024 under Commission File No. 333-280224-03, and is incorporated by reference herein). (See Explanatory Note 4)

(4.5) Pooling and Servicing Agreement, dated as of June 1, 2025 (the “BMO 2025-5C11 PSA”), by and among BMO Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, BellOak, LLC, as operating advisor and as asset representations reviewer, and Computershare Trust Company, National Association, as certificate administrator and as trustee (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K dated June 30, 2025 and filed by the registrant on July 7, 2025 under Commission File No. 333-280224-03, and is incorporated by reference herein). (See Explanatory Note 2)

(4.6) Trust and Servicing Agreement, dated as of October 23, 2024 (the “AHPT 2024-ATRM TSA”), by and among GS Mortgage Securities Corporation II, as depositor, Trimont LLC (as successor to Wells Fargo Bank, National Association), as master servicer, CWCapital Asset Management LLC, as special servicer, Pentalpha Surveillance LLC, as operating advisor, and Computershare Trust Company, National Association, as certificate administrator, as custodian, and as trustee (filed as Exhibit 4.5 to the registrant's Current Report on Form 8-K dated December 4, 2024, and filed by the registrant on December 6, 2024 under Commission File No. 333-280224-03, and is incorporated by reference herein). (See Explanatory Note 5)

(4.7) Pooling and Servicing Agreement, dated as of September 1, 2024 (the “BMO 2024-5C6 PSA”), by and among BMO Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, A Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer, and Computershare Trust Company, National Association, as certificate administrator and as trustee (filed as Exhibit 4.6 to the registrant's Current Report on Form 8-K dated December 4, 2024, and filed by the registrant on December 6, 2024 under Commission File No. 333-280224-03, and is incorporated by reference herein). (See Explanatory Note 6)

ATTACHMENTS / EXHIBITS

bmo245c8_31.htm

bmo245c8_33-1.htm

bmo245c8_33-2.htm

bmo245c8_33-3.htm

bmo245c8_33-4.htm

bmo245c8_33-5.htm

bmo245c8_33-6.htm

bmo245c8_33-7.htm

bmo245c8_33-8.htm

bmo245c8_33-9.htm

bmo245c8_33-16.htm

bmo245c8_33-17.htm

bmo245c8_33-18.htm

bmo245c8_33-22.htm

bmo245c8_34-1.htm

bmo245c8_34-2.htm

bmo245c8_34-3.htm

bmo245c8_34-4.htm

bmo245c8_34-5.htm

bmo245c8_34-6.htm

bmo245c8_34-7.htm

bmo245c8_34-8.htm

bmo245c8_34-9.htm

bmo245c8_34-16.htm

bmo245c8_34-17.htm

bmo245c8_34-18.htm

bmo245c8_34-22.htm

bmo245c8_35-1.htm

bmo245c8_35-2.htm

bmo245c8_35-3.htm

bmo245c8_35-4.htm

bmo245c8_35-5.htm

bmo245c8_35-6.htm