UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) | October 29, 2026 |
Benchmark 2026-V24 Mortgage Trust
(Central Index Key Number 0002153060)
(Exact name of issuing entity)
GS Mortgage Securities Corporation II
(Central Index Key Number 0001004158)
(Exact name of the depositor as specified in its charter)
Goldman Sachs Mortgage Company
(Central Index Key Number 0001541502)
German American Capital Corporation
(Central Index Key Number 0001541294)
Citi Real Estate Funding Inc.
(Central Index Key Number 0001701238)
Bank of Montreal
(Central Index Key Number 0000927971)
Barclays Capital Real Estate Inc.
(Central Index Key Number 0001549574)
Argentic Real Estate Finance 2 LLC
(Central Index Key Number 0001968416)
(Exact name of the sponsors as specified in its charters)
| Delaware | 333-286173-04 | 22-3442024 |
| (State or other jurisdiction of incorporation of depositor) |
(Commission File Number of issuing entity) |
(IRS Employer
Identification No. of depositor) |
| 200 West Street New York, New York |
10282 |
| (Address of principal executive offices of depositor) | (Zip Code of depositor) |
| Depositor’s telephone number, including area code | (212) 902-1000 |
| Not Applicable |
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 8.01. | Other Events. |
On October 29, 2026, GS Mortgage Securities Corporation II (the “Depositor”) entered into an agreement to sell all of the Publicly Offered Certificates (as defined below), having an aggregate initial principal amount of $682,408,000, to Goldman Sachs & Co. LLC (“GS&Co.”), Deutsche Bank Securities Inc. (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), BMO Capital Markets Corp. (“BMO Capital Markets”), Barclays Capital Inc. (“Barclays Capital”), Academy Securities, Inc. (“Academy”) and Drexel Hamilton, LLC (“Drexel”, and together with GS&Co., DBSI, CGMI, BMO Capital Markets, Barclays Capital and Academy, in such capacities, the “Underwriters”) on or about November 13, 2026 (the “Closing Date”), pursuant to an underwriting agreement, dated as of October 29, 2026 and as to which an executed version is attached hereto as Exhibit 1.1 (the “Underwriting Agreement”), among the Depositor and the Underwriters.
On October 29, 2026, the Depositor also entered into an agreement to sell all of the Privately Offered Certificates (as defined below), having an aggregate initial principal amount of $76,877,979, to GS&Co., DBSI, CGMI, BMO Capital Markets, Barclays Capital, Academy and Drexel (collectively in such capacity, the “Initial Purchasers”) on or about the Closing Date, pursuant to a certificate purchase agreement, dated as of October 29, 2026 (the “Certificate Purchase Agreement”), among the Depositor and the Initial Purchasers.
On or about the Closing Date, it is expected that the Depositor will cause the issuance of the Benchmark 2026-V24 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2026-V24 (the “Certificates”) in the Issuing Entity (as defined below) representing the right to receive a specified percentage of certain amounts collected on the Mortgage Loans (as defined below), net of all expenses of the Issuing Entity, in each case pursuant to a pooling and servicing agreement, dated as of November 1, 2026 and as to which an executed version is attached hereto as Exhibit 4.1 (the “Pooling and Servicing Agreement”), among the Depositor, as depositor, Trimont LLC, as master servicer, Argentic Services Company LP, as special servicer, Computershare Trust Company, National Association, as certificate administrator and as trustee, and BellOak, LLC, as operating advisor and as asset representations reviewer.
The Certificates will consist of the following classes, designated as (i) Class A-1, Class A-3, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (collectively, the “Publicly Offered Certificates”) and (ii) Class X-D, Class X-E, Class D, Class E, Class F-RR, Class G-RR and Class R Certificates (the “Privately Offered Certificates”).
The assets of the Issuing Entity include several Mortgage Loans each of which is a part of a Whole Loan. Each Whole Loan is governed by a co-lender, intercreditor or similar agreement (each, a “Co-Lender Agreement”) between the holders of the promissory notes comprising such Whole Loan, the terms of which are described under “Description of the Mortgage Pool—The Whole Loans” in the Depositor’s Prospectus, dated October 30, 2026 and filed with the Securities and Exchange Commission on October 30, 2026 (the “Prospectus”). Each Co-Lender Agreement is attached as an exhibit hereto as described in the following table. Moreover, certain of such Whole Loans will not be serviced pursuant to the Pooling and Servicing Agreement, but will instead be serviced pursuant to a different servicing agreement (each, a “Non-Serviced PSA”). Each such Non-Serviced PSA is attached as an exhibit hereto as described in the following table. For a description of the servicing of the applicable Whole Loans under such Non-Serviced PSAs, see “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Prospectus.
| Name of Co-Lender Agreement (as defined in the Pooling and Servicing Agreement) |
Co-Lender Agreement Exhibit |
Non-Serviced Servicing Agreement (if any) Exhibit |
| Hall of the States | 4.9 | NAP |
| Old Edwards Portfolio | 4.10 | NAP |
| Compass Storage National Portfolio 2.0 | 4.11 | NAP |
| Hamilton Place | 4.12 | NAP |
| 20 West 47th Street | 4.13 | 4.2 |
| One Penn Center | 4.14 | (1) |
| Queens Atrium | 4.15 | 4.3 |
| Westroads Mall | 4.16 | 4.4 |
| 1351 Jerome | 4.17 | 4.5 |
| Mall at Prince George’s | 4.18 | 4.6 |
| HP Plaza | 4.19 | 4.7 |
| Del Rey Campus | 4.20 | 4.6 |
| 400 Arcola Road | 4.21 | 4.8 |
| (1) | The subject Whole Loan will be serviced under the Pooling and Servicing Agreement until the securitization of the applicable controlling pari passu companion loan, after which the subject Whole Loan will be serviced pursuant to the pooling and servicing agreement for such securitization. That pooling and servicing agreement will be identified and filed on a Form 8-K following such securitization. |
The Certificates represent, in the aggregate, the entire beneficial ownership in Benchmark 2026-V24 Mortgage Trust (the “Issuing Entity”), a common law trust fund formed under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The assets of the Issuing Entity consist primarily of 43 fixed-rate mortgage loans (the “Mortgage Loans”) secured by first liens on 74 commercial, multifamily and/or manufactured housing properties. The Mortgage Loans will be acquired by the Depositor from (i) Goldman Sachs Mortgage Company (“GSMC”), pursuant to a mortgage loan purchase agreement, attached hereto as Exhibit 99.1 and dated as of November 13, 2026 (the “GSMC Mortgage Loan Purchase Agreement”), between the Depositor and GSMC, (ii) German American Capital Corporation (“GACC”), pursuant to a mortgage loan purchase agreement, attached hereto as Exhibit 99.2 and dated as of November 13, 2026 (the “GACC Mortgage Loan Purchase Agreement”), between the Depositor and GACC, (iii) Citi Real Estate Funding Inc. (“CREFI”), pursuant to a mortgage loan purchase agreement, attached hereto as Exhibit 99.3 and dated as of November 13, 2026 (the “CREFI Mortgage Loan Purchase Agreement”), between the Depositor and CREFI, (iv) Bank of Montreal (“BMO”), pursuant to a mortgage loan purchase agreement, attached hereto as Exhibit 99.4 and dated as of November 13, 2026 (the “BMO Mortgage Loan Purchase Agreement”), between the Depositor and BMO, (v) Barclays Capital Real Estate Inc. (“BCREI”), pursuant to a mortgage loan purchase agreement, attached hereto as Exhibit 99.5 and dated as of November 13, 2026 (the “BCREI Mortgage Loan Purchase Agreement”), between the Depositor and BCREI and (vi) Argentic Real Estate Finance 2 LLC (“AREF2”) , pursuant to a mortgage loan purchase agreement, attached hereto as Exhibit 99.6 and dated as of November 13, 2026 (together with the GSMC Mortgage Loan Purchase Agreement, the GACC Mortgage Loan Purchase Agreement, the CREFI Mortgage Loan Purchase Agreement, the BMO Mortgage Loan Purchase Agreement and the BCREI Mortgage Loan Purchase Agreement, the “Mortgage Loan Purchase Agreements”), between the Depositor and AREF2. Further information regarding such sales has been previously provided in the Prospectus.
The funds that will be used by the Depositor to pay the purchase price for the Mortgage Loans will be derived from the proceeds of (i) the sale of the Publicly Offered Certificates by the Depositor to the Underwriters, pursuant to the Underwriting Agreement and (ii) the sale of the Privately Offered Certificates
by the Depositor to the Initial Purchasers, pursuant to the Certificate Purchase Agreement. The Publicly Offered Certificates were offered by the Underwriters for sale to the public, pursuant to the Prospectus, in negotiated transactions or otherwise at varying prices determined at the time of sale. The Privately Offered Certificates will be sold in transactions exempt from registration under the Securities Act of 1933 (the “Act”), as amended, pursuant to Section 4(a)(2) of the Act.
The related registration statement (file no. 333-286173) was originally declared effective on August 5, 2025. In connection with the Prospectus, the Chief Executive Officer of the Depositor has provided the certification attached hereto as Exhibit 36.1 and dated as of October 30, 2026.
The Underwriting Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements are attached as exhibits to this Form 8-K.
| Item 9.01. | Financial Statements, Pro Forma Financial Information and Exhibits. |
(d) Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, the depositor has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: November 2, 2026 | GS MORTGAGE SECURITIES | |
| CORPORATION II | ||
| By: | /s/ Scott Epperson | |
| Name: Scott Epperson | ||
| Title: Chief Executive Officer |
INDEX TO EXHIBITS
| Item 601(a) of Regulation S-K Exhibit No. |
Description | Paper (P) or Electronic (E) |
| 1.1 | Underwriting Agreement, dated as of October 29, 2026, among GS Mortgage Securities Corporation II, as depositor, and Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., BMO Capital Markets Corp., Barclays Capital Inc., Academy Securities, Inc. and Drexel Hamilton, LLC, as underwriters. | (E) |
|
4.1
|
Pooling and Servicing Agreement, dated as of November 1, 2026, among GS Mortgage Securities Corporation II, as depositor, Trimont LLC, as master servicer, Argentic Services Company LP, as special servicer, Computershare Trust Company, National Association, as certificate administrator and as trustee, and BellOak, LLC, as operating advisor and as asset representations reviewer. | (E) |
| 4.2 | Pooling and Servicing Agreement, dated as of October 1, 2026, among Barclays Commercial Mortgage Securities LLC, as depositor, Trimont LLC, as servicer, Rialto Capital Advisors, LLC, as special servicer, Computershare Trust Company, National Association, as certificate administrator and as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. | (E) |
| 4.3 | Pooling and Servicing Agreement, dated as of August 1, 2026, among BMO Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, 3650 REIT Loan Servicing LLC, as special servicer, Computershare Trust Company, National Association, as certificate administrator and as trustee, and BellOak, LLC, as operating advisor and as asset representations reviewer. | (E) |
| 4.4 | Pooling and Servicing Agreement, dated as of June 1, 2026, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Trimont LLC, as servicer, Argentic Services Company LP, as special servicer, Computershare Trust Company, National Association, as certificate administrator, Deutsche Bank National Trust Company, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. | (E) |
| 4.5 | Pooling and Servicing Agreement, dated as of September 1, 2026, among Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, CWCapital Asset Management 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. | (E) |
| 4.6 | Pooling and Servicing Agreement, dated as of May 1, 2026, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Trimont LLC, as servicer, Rialto Capital Advisors, LLC, as special servicer, Computershare Trust Company, National Association, as certificate administrator, Deutsche Bank National Trust Company, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. | (E) |
| 4.7 | Pooling and Servicing Agreement, dated as of August 1, 2026, among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as servicer, K-Star Asset Management LLC, as special servicer, Computershare Trust Company, National Association, as trustee, certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. | (E) |
| 4.8 | Pooling and Servicing Agreement, dated as of March 1, 2026, among GS Mortgage Securities Corporation II, as depositor, KeyBank National Association, as servicer, Torchlight Loan Services, LLC, as special servicer, Computershare Trust Company, National Association, as certificate administrator and as trustee, and BellOak, LLC, as operating advisor and as asset representations reviewer. | (E) |
| 4.9 | Agreement Between Noteholders, dated as of September 8, 2026, by and between Goldman Sachs Bank USA, as Initial Note A-1 Holder, Goldman Sachs Bank USA, as Initial Note A-2 Holder, Goldman Sachs Bank USA, as Initial Note A-3 Holder and Goldman Sachs Bank USA, as Initial Note A-4 Holder, relating to the Hall of the States Whole Loan. | (E) |
| 4.10 | Co -Lender Agreement, dated as of August 7, 202 6, between German American Capital Corporation, as Note A-1 Holder, German American Capital Corporation, as Note A-2 Holder, German American Capital Corporation, as Note A-3 Holder, German American Capital Corporation, as Note A-4 Holder and German | (E) |
| American Capital Corporation, as Note A-5 Holder, relating to the Old Edwards Portfolio Whole Loan. | ||
| 4.11 | Co-Lender Agreement, dated as of October 22, 2026, by and between Citi Real Estate Funding Inc., as Initial Note A-1 Holder, Citi Real Estate Funding Inc., as Initial Note A-2 Holder and Citi Real Estate Funding Inc., as Initial Note A-3 Holder, relating to the Compass Storage National Portfolio 2.0 Whole Loan. | (E) |
| 4.12 | Agreement Between Noteholders, dated as of June 5, 2026, by and between Goldman Sachs Bank USA, as Initial Note A-1 Holder, Goldman Sachs Bank USA, as Initial Note A-2 Holder, Goldman Sachs Bank USA, as Initial Note A-3 Holder and Goldman Sachs Bank USA, as Initial Note A-4 Holder, relating to the Hamilton Place Whole Loan. | (E) |
| 4.13 | Co-Lender Agreement, dated as of September 2, 2026, by and between Citi Real Estate Funding Inc., as Initial Note A-1 Holder, Citi Real Estate Funding Inc., as Initial Note A-2 Holder and Citi Real Estate Funding Inc., as Initial Note A-3 Holder, relating to the 20 West 47th Street Whole Loan. | (E) |
| 4.14 | Co-Lender Agreement, dated as of August 11, 2026, by and between Wells Fargo Bank, National Association, as Initial Note A-1 Holder and Argentic Real Estate Finance 2 LLC, as Initial Note A-2 Holder, relating to the One Penn Center Whole Loan. | (E) |
| 4.15 | Agreement Between Noteholders, dated as of July 6, 2026, by and between Bank of Montreal, as Initial Note A-1 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder and Initial Note A-7 Holder and 3650 Capital SCF LOE I, LLC, as Initial Note A-2 Holder, Initial Note A-6 Holder and Initial Note A-8 Holder, relating to the Queens Atrium Whole Loan. | (E) |
| 4.16 | Co-Lender Agreement, dated as of June 18, 2026, by and among AREF2 WH BC LLC, as Initial Note A-1 Holder, AREF2 WH BC LLC, as Initial Note A-2 Holder, AREF2 WH BC LLC, as Initial Note A-3 Holder and AREF2 WH BC LLC, as Initial Note A-4 Holder, relating to the Westroads Mall Whole Loan. | (E) |
| 4.17 | Agreement Between Noteholders, dated as of August 11, 2026, by and among Goldman Sachs Bank USA, as Initial Note A-1 Holder, Morgan Stanley Capital Holdings LLC, as Initial Note A-2 Holder and Argentic Real Estate Finance 2 LLC, as Initial Note A-3 Holder, relating to the 1351 Jerome Whole Loan. | (E) |
| 4.18 | Agreement Between Noteholders, dated as of May 1, 2026, by and between Goldman Sachs Bank USA, as Initial Note A-1 Holder, RREF V – D Direct Lending Investments, LLC, as Initial Note A-2 Holder, RREF V – D Direct Lending Investments, LLC, as Initial Note A-3 Holder, Goldman Sachs Bank USA, as Initial Note A-4 Holder and Goldman Sachs Bank USA, as Initial Note A-5 Holder, relating to the Mall at Prince George’s Whole Loan. | (E) |
| 4.19 | Agreement Between Noteholders, dated as of May 14, 2026, by and between Goldman Sachs Bank USA, as Initial Note A-1 Holder, Goldman Sachs Bank USA, as Initial Note A-2 Holder, Goldman Sachs Bank USA, as Initial Note A-3 Holder and Goldman Sachs Bank USA, as Initial Note A-4 Holder, relating to the HP Plaza Whole Loan. | (E) |
| 4.20 | Agreement Between Noteholders, dated as of February 24, 2026, by and between Goldman Sachs Bank USA, as Initial Note A-1 Holder, and Goldman Sachs Bank USA, as Initial Note A-2 Holder, relating to the Del Rey Campus Whole Loan. | (E) |
| 4.21 | Agreement Between Noteholders, dated as of February 24, 2026, by and between Goldman Sachs Bank USA, as Initial Note A-1 Holder, Goldman Sachs Bank USA, as Initial Note A-2 Holder, Goldman Sachs Bank USA, as Initial Note A-3 Holder, Goldman Sachs Bank USA, as Initial Note A-4 Holder and Goldman Sachs Bank USA, as Initial Note A-5 Holder, relating to the 400 Arcola Road Whole Loan. | (E) |
| 36.1 | Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus, dated October 30, 2026. | (E) |
| 99.1 | Mortgage Loan Purchase Agreement, dated as of November 13, 2026, between Goldman Sachs Mortgage Company, as seller, and GS Mortgage Securities Corporation II, as purchaser. | (E) |
| 99.2 | Mortgage Loan Purchase Agreement, dated as of November 13, 2026, between German American Capital Corporation, as seller, and GS Mortgage Securities Corporation II, as purchaser. | (E) |
| 99.3 | Mortgage Loan Purchase Agreement, dated as of November 13, 2026, between Citi Real Estate Funding Inc., as seller and GS Mortgage Securities Corporation II, as purchaser. | (E) |
| 99.4 | Mortgage Loan Purchase Agreement, dated as of November 13, 2026, between Bank of Montreal, as seller, and GS Mortgage Securities Corporation II, as purchaser. | (E) |
| 99.5 | Mortgage Loan Purchase Agreement, dated as of November 13, 2026, between Barclays Capital Real Estate Inc., as seller, and GS Mortgage Securities Corporation II, as purchaser. | (E) |
| 99.6 | Mortgage Loan Purchase Agreement, dated as of November 13, 2026, between Argentic Real Estate Finance 2 LLC, as seller, and GS Mortgage Securities Corporation II, as purchaser. | (E) |