8-K/A 1 n5051_x16-8ka.htm 8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)     May 21, 2025  

 

BMO 2025-C12 Mortgage Trust

(Exact name of issuing entity)

(Central Index Key number of issuing entity: 0002061839)

 

BMO Commercial Mortgage Securities LLC

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

(Central Index Key number of depositor: 0001861132)

 

Bank of Montreal

(Central Index Key number: 0000927971)

 

Goldman Sachs Mortgage Company

(Central Index Key number: 0001541502)

 

German American Capital Corporation

(Central Index Key number: 0001541294)

 

Ladder Capital Finance LLC

(Central Index Key number: 0001541468)

 

LMF Commercial, LLC

(Central Index Key number: 0001592182)

 

KeyBank National Association

(Central Index Key number: 0001089877)

 

Zions Bancorporation, N.A.

(Central Index Key number: 0000109380)

 

Societe Generale Financial Corporation

(Central Index Key number: 0001755531)

 

Starwood Mortgage Capital LLC

(Central Index Key number: 0001548405)

 

UBS AG

(Central Index Key number: 0001685185)

 

Natixis Real Estate Capital LLC

(Central Index Key number: 0001542256)

 

(Exact name of sponsors as specified in their charters)

 

 

 

 

 

Delaware 333-280224-07 86-2713125
(State or other jurisdiction (Commission File Number (IRS Employer Identification
of incorporation of depositor) of issuing entity) No. of depositor)

 

 

151 West 42nd Street  
New York, New York 10036
(Address of principal executive offices of depositor) (Zip Code of depositor)

 

 

Depositor’s telephone number, including area code     (212) 885-4000  

 

 

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
None    

 

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.

 

 

 

Explanatory Note

This Form 8-K/A amends the Current Report on Form 8-K (the “May 21, 2025 Form 8-K”), filed with the Securities and Exchange Commission (the “Commission”) on May 23, 2025 under Commission File No. 333-280224-07 (SEC Accession No. 0001539497-25-001527), with respect to BMO 2025-C12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2025-C12, as and to the extent described below. The purpose of this amendment is to (i) replace the version of the Pooling and Servicing Agreement previously filed as Exhibit 4.1 to the May 21, 2025 Form 8-K with the updated version of the Pooling and Servicing Agreement attached to this Form 8-K/A as Exhibit 4.1, which contains clerical and other minor revisions to the previously filed version, (ii) replace the mortgage loan purchase agreement previously filed (as the GSMC Mortgage Loan Purchase Agreement) as Exhibit 99.3 to the May 21, 2025 Form 8-K with the updated version of the mortgage loan purchase agreement attached to this Form 8-K/A as Exhibit 99.3, which contains clerical and other minor revisions to the previously filed version and (iii) replace the mortgage loan purchase agreement previously filed (as the UBS AG Mortgage Loan Purchase Agreement) as Exhibit 99.10 to the May 21, 2025 Form 8-K with the updated version of the mortgage loan purchase agreement attached to this Form 8-K/A as Exhibit 99.10, which contains clerical and other minor revisions to the previously filed version. Effective upon the filing of this Form 8-K/A, Exhibit 4.1, Exhibit 99.3 and Exhibit 99.10 of the May 21, 2025 Form 8-K are replaced and superseded in their respective entireties by Exhibit 4.1, Exhibit 4.3 and Exhibit 99.10, respectively, to this Form 8-K/A. Capitalized terms used but not defined herein shall have the meanings assigned to them in the May 21, 2025 Form 8-K.

 

 

 

 

Item 9.01.Financial Statements and Exhibits.

(d)       Exhibits

 

Exhibit No. Description
   
Exhibit 4.1 Pooling and Servicing Agreement
   
Exhibit 99.3 GSMC Mortgage Loan Purchase Agreement
   
Exhibit 99.10 UBS AG Mortgage Loan Purchase Agreement

  

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  June 12, 2025 BMO COMMERCIAL MORTGAGE SECURITIES LLC
   
   
  By: /s/ Paul Vanderslice
    Name:  Paul Vanderslice
    Title:    Chief Executive Officer

 

BMO 2025-C12– Form 8-K/A