8-K 1 n5154_x7-8k.htm 8-K

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: July 10, 2025
(Date of earliest event reported)

BBCMS Mortgage Trust 2025-C35
(Central Index Key Number 0002074653)

(Exact name of issuing entity)

Barclays Capital Real Estate Inc.
(Central Index Key Number 0001549574)

(Exact name of sponsor as specified in its charter)

UBS AG

(Central Index Key Number 0001685185)
(Exact name of sponsor as specified in its charter)

German American Capital Corporation

(Central Index Key Number 0001541294)
(Exact name of sponsor as specified in its charter)

JPMorgan Chase Bank, National Association

(Central Index Key Number 0000835271)

(Exact name of sponsor as specified in its charter)

Starwood Mortgage Capital LLC

(Central Index Key Number 0001548405)

(Exact name of sponsor as specified in its charter)

Societe Generale Financial Corporation

(Central Index Key Number 0001755531)
(Exact name of sponsor as specified in its charter)

Goldman Sachs Mortgage Company

(Central Index Key Number 0001541502)

(Exact name of sponsor as specified in its charter)

Bank of America, National Association

(Central Index Key Number 0001102113)

(Exact name of sponsor as specified in its charter)

LMF Commercial, LLC

(Central Index Key Number 0001592182)

(Exact name of sponsor as specified in its charter)

Barclays Commercial Mortgage Securities LLC
(Central Index Key Number 0001541480)

(Exact name of registrant as specified in its charter)

Delaware	333-286968-01	27-010880
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

745 Seventh Avenue New York, New York	10019
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(212) 412-4000

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

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 July 10, 2025, Barclays Capital Inc. (“Barclays”), SG Americas Securities, LLC (“SGAS”), Deutsche Bank Securities Inc. (“DBSI”), UBS Securities LLC (“UBS Securities”), BofA Securities, Inc. (“BofA Securities”), Goldman Sachs and Co. LLC (“GS&Co.”), J.P. Morgan Securities LLC (“JPMS”), Academy Securities, Inc. (“Academy”) and Bancroft Capital, LLC (“Bancroft” and, together in such capacity with Barclays, SGAS, DBSI, UBS Securities, BofA Securities, GS&Co., JPMS and Academy, the “Underwriters”) entered into an agreement with Barclays Commercial Mortgage Securities LLC (the “Registrant”) and Barclays Capital Holdings Inc. (“BCHI”), dated as of July 10, 2025 (the “Underwriting Agreement”), an executed version of which is attached hereto as Exhibit 1.1, with respect to the sale of the Public Certificates (as defined below) scheduled to occur on July 24, 2025 (the “Closing Date”). The Public Certificates will have an aggregate initial principal amount of $691,826,000.

The Registrant also entered into an agreement to (i) sell the Private Certificates, having an aggregate initial principal amount of $76,870,173, to Barclays, SGAS, DBSI, UBS Securities, BofA Securities, GS&Co., JPMS, Academy and Bancroft (collectively in such capacity, the “Initial Purchasers”), pursuant to a certificate purchase agreement, dated as of July 10, 2025 (the “Certificate Purchase Agreement”), among the Registrant, BCHI and the Initial Purchasers and (ii) transfer the Class VRR Certificates, having an initial principal amount of $26,643,893, to Barclays Bank PLC acting as a “majority-owned affiliate” (as defined in Regulation RR, 12 C.F.R. Part 244) of Barclays Capital Real Estate Inc. (“BCRE”). The Private Certificates and the Class VRR Certificates will be sold or transferred in transactions exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Act.

On the Closing Date, Barclays Commercial Mortgage Securities LLC (the “Depositor”) will cause the issuance of the BBCMS Mortgage Trust 2025-C35, Commercial Mortgage Pass-Through Certificates, Series 2025-C35 (the “Certificates”), pursuant to a pooling and servicing agreement, dated and effective as of July 1, 2025, an executed version of which is attached hereto as Exhibit 4.1 (the “Pooling and Servicing Agreement”), among the Registrant, 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 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-4, Class A-5, Class A-SB, Class X-A, Class A-S, Class B and Class C Certificates (collectively, the “Public Certificates”), (ii) Class X-B, Class X-D, Class X-E, Class D, Class E, Class J-RR, Class K-RR and Class R Certificates (the “Private Certificates”) and (iii) the Class VRR Certificates.

Several Mortgage Loans that are among the assets of the Issuing Entity are part of a Whole Loan. Each Whole Loan is governed by a co-lender, intercreditor or similar agreement (each, an “Intercreditor 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 Prospectus described below. Each Intercreditor 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 affected Whole Loans under such Non-Serviced PSAs, see “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Prospectus described below.

Name of Mortgage Loan	Intercreditor Agreement	Non-Serviced PSA (if any)
Rentar Plaza	4.6	N/A
BioMed MIT Portfolio	4.7	4.2
29-33 Ninth Avenue	4.8	N/A
Marriott World Headquarters	4.9	N/A
Washington Square	4.10	4.3
Coastal Equities Portfolio	4.11	4.4⁽¹⁾
32 Old Slip - Leased Fee	4.12	4.3
The Hollywood Collection	4.13	N/A
340 Mt Kemble	4.14	4.5
Adini Portfolio	4.15	4.4

(1) The subject Whole Loan will be serviced under the related 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.

Midland Loan Services, a Division of PNC Bank, National Association (“Midland”) has been appointed as a primary with respect to two (2) Mortgage Loans, representing approximately 5.8% of the initial pool balance, pursuant to that certain Primary Servicing Agreement, dated as of June 1, 2025 and attached hereto as Exhibit 4.16, by and between Trimont LLC, as master servicer, and Midland Loan Services, a Division of PNC Bank, National Association, as primary servicer, the terms of which agreement are described in the Depositor's Prospectus dated July 10, 2025 and as filed with the Securities and Exchange Commission on July 14, 2025 (the “Prospectus”) under “Transaction Parties—The Master Servicer— The BANK 2025-BNK50 Primary Servicing Agreement”.

The Certificates represent, in the aggregate, the entire beneficial ownership in BBCMS Mortgage Trust 2025-C35 (the “Issuing Entity”), a common law trust fund to be formed on July 24, 2025 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 33 commercial, multifamily and/or manufactured housing community mortgage loans (the “Mortgage Loans”). The Mortgage Loans will be acquired by the Registrant from (i) BCRE pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.1 and dated and effective as of July 24, 2025, among the Registrant, BCHI and BCRE (the “Barclays Mortgage Loan Purchase Agreement”), (ii) Bank of America, National Association (“BANA”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.2 and dated and effective as of July 24, 2025, between the Registrant and BANA (the “BANA Mortgage Loan Purchase Agreement”), (iii) Societe Generale Financial Corporation (“SGFC”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.3 and dated and effective as of July 24, 2025, between the Registrant and SGFC (the “SGFC Mortgage Loan Purchase Agreement”), (iv) Goldman Sachs Mortgage Company (“GSMC”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.4 and dated and effective as of July 24, 2025, between the Registrant and GSMC (the “GSMC Mortgage Loan Purchase Agreement”), (v) LMF Commercial, LLC (“LMF”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.5 and dated and effective as of July 24, 2025, between the Registrant and LMF (the “LMF Mortgage Loan Purchase Agreement”), (vi) UBS AG New York Branch (“UBS AG”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.6 and dated and effective as of July 24, 2025, between the Registrant and UBS AG (the “UBS AG Mortgage Loan Purchase Agreement”), (vii) German American Capital Corporation (“GACC”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.7 and dated and effective as of July 24, 2025, between the Registrant and GACC (the “GACC Mortgage Loan Purchase Agreement”), (viii) JPMorgan Chase Bank, National Association (“JPMCB”)

pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.8 and dated and effective as of July 24, 2025, between the Registrant and JPMCB (the “JPMCB Mortgage Loan Purchase Agreement”) and (ix) Starwood Mortgage Capital LLC (“SMC”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.9 and dated and effective as of July 24, 2025, between the Registrant and SMC (the “SMC Mortgage Loan Purchase Agreement”).

The Public Certificates and the Mortgage Loans are more particularly described in the prospectus, dated July 10, 2025 (the “Prospectus”) and as filed with the Securities and Exchange Commission on July 14, 2025. In connection with such Prospectus, the Chief Executive Officer of the Registrant has provided the certification attached hereto as Exhibit 36.1 and dated as of July 10, 2025.

The related registration statement (file no. 333-286968) was originally declared effective on May 23, 2025.

Item 9.01.

Financial Statements, Pro Forma Financial Information and Exhibits.

(d)

Exhibits

Exhibit No.

Description

Exhibit 1.1

Underwriting Agreement, dated as of July 10, 2025, among Barclays Commercial Mortgage Securities LLC, as depositor, Barclays Capital Inc., SG Americas Securities, LLC, Deutsche Bank Securities Inc., UBS Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Academy Securities, Inc. and Bancroft Capital, LLC, as underwriters, and Barclays Capital Holdings Inc.

Exhibit 4.1

Pooling and Servicing Agreement, dated and effective as of July 1, 2025, 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 BellOak, LLC, as operating advisor and as asset representations reviewer.

Exhibit 4.2

Trust and Servicing Agreement, dated as of June 6, 2025, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, KeyBank National Association, as servicer and as special servicer, and Computershare Trust Company, National Association, as certificate administrator and as trustee.

Exhibit 4.3

Pooling and Servicing Agreement, dated as of June 1, 2025, between BMO Commercial Mortgage Securities LLC, as depositor, Trimont LLC, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, Citibank N.A., as certificate administrator, and Citibank N.A., as trustee.

Exhibit 4.4

Pooling and Servicing Agreement, dated and effective as of June 1, 2025, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Trimont LLC, as general master servicer, K-Star Asset Management LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB 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.

Exhibit 4.5

Pooling and Servicing Agreement, dated as of February 1, 2025, among BMO Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as a master servicer, KeyBank National Association, as a special servicer, National Cooperative Bank, N.A., solely with respect to the NCB Mortgage Loans, as a master servicer and 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, Computershare Trust Company, National Association, as general trustee, and Deutsche Bank National Trust Company, as NCB co-trustee.

Exhibit 4.6

Co-Lender Agreement, dated as of June 26, 2025, between DBR Investments Co. Limited, as Note A-1 Holder, Note A-2 Holder, Note A-3 Holder and Note A-4 Holder, and UBS AG, New York Branch, as Note A-5 Holder, Note A-6 Holder, Note A-7 Holder, Note A-8 Holder, Note A-9 Holder, Note A-10 Holder and Note A-11 Holder.

Exhibit 4.7

Exhibit 4.8

Agreement Between Note Holders, dated as of February 18, 2025, by and between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, as Note A-1 Holder, Note A-2 Holder, Note A-3 Holder, Note A-4 Holder, Note A-5 Holder, Note A-6 Holder, Note A-7 Holder, Note A-8 Holder and Note A-9 Holder.

Exhibit 4.9

Agreement Between Note Holders, dated as of March 10, 2025, by and between Bank of America, National Association, as Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder and Initial Note A-5 Holder, Morgan Stanley Bank, N.A., as Initial Note A-6 Holder, Initial Note A-7 Holder, Initial Note A-8 Holder and Initial Note A-9 Holder, and JPMorgan Chase Bank, National Association, as Initial Note A-10 Holder, Initial Note A-11 Holder and Initial Note A-12 Holder.

Exhibit 4.10

Exhibit 4.11

Co-Lender Agreement, dated as of May 22, 2025, by and among JPMorgan Chase Bank, National Association, as Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder and Initial Note A-5 Holder.

Exhibit 4.12

Co-Lender Agreement, dated as of May 20, 2025, by and among Goldman Sachs Bank USA, Morgan Stanley Mortgage Capital Holdings LLC, and Barclays Capital Real Estate Inc..

Exhibit 4.13

Agreement Between Note Holders, dated as of July 8, 2025, by and between UBS AG, as Note A-1 Holder and Note A-2 Holder.

Exhibit 4.14

Agreement Between Note Holders, dated as of January 21, 2025, by and among Societe Generale Financial Corporation, as Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder and Initial Note A-4 Holder.

Exhibit 4.15

Co-Lender Agreement, dated as of May 22, 2025, by and between JPMorgan Chase Bank, National Association, as Initial Note A-1 Holder and Initial Note A-2 Holder.

Exhibit 4.16

Primary Servicing Agreement, dated as of June 1, 2025, by and between Trimont LLC and Midland Loan Services, a Division of PNC Bank, National Association.

Exhibit 36.1

Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus dated July 10, 2025.

Exhibit 99.1

Mortgage Loan Purchase Agreement, dated and effective as of July 24, 2025, among Barclays Capital Real Estate Inc., as seller, Barclays Capital Holdings Inc., and Barclays Commercial Mortgage Securities LLC, as purchaser.

Exhibit 99.2

Mortgage Loan Purchase Agreement, dated and effective as of July 24, 2025, between Bank of America, National Association, as seller, and Barclays Commercial Mortgage Securities LLC, as purchaser.

Exhibit 99.3

Mortgage Loan Purchase Agreement, dated and effective as of July 24, 2025, between Societe Generale Financial Corporation, as seller, and Barclays Commercial Mortgage Securities LLC, as purchaser.

Exhibit 99.4

Mortgage Loan Purchase Agreement, dated and effective as of July 24, 2025, between Goldman Sachs Mortgage Company, as seller, and Barclays Commercial Mortgage Securities LLC, as purchaser.

Exhibit 99.5

Mortgage Loan Purchase Agreement, dated and effective as of July 24, 2025, between LMF Commercial, LLC, as seller, and Barclays Commercial Mortgage Securities LLC, as purchaser.

Exhibit 99.6

Mortgage Loan Purchase Agreement, dated and effective as of July 24, 2025, between UBS AG New York Branch, as seller, and Barclays Commercial Mortgage Securities LLC, as purchaser.

Exhibit 99.7

Mortgage Loan Purchase Agreement, dated and effective as of July 24, 2025, between German American Capital Corporation, as seller, and Barclays Commercial Mortgage Securities LLC, as purchaser.

Exhibit 99.8

Mortgage Loan Purchase Agreement, dated and effective as of July 24, 2025, between JPMorgan Chase Bank, National Association, as seller, and Barclays Commercial Mortgage Securities LLC, as purchaser.

Exhibit 99.9

Mortgage Loan Purchase Agreement, dated and effective as of July 24, 2025, between Starwood Mortgage Capital LLC, as seller, and Barclays Commercial Mortgage Securities LLC, as purchaser.

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

Date:	July 14, 2025	BARCLAYS COMMERCIAL MORTGAGE
		SECURITIES LLC
		(Registrant)


		By:	/s/ Daniel Schmidt
			Name: Daniel Schmidt
			Title: CEO

BBCMS 2025-C35 – Form 8-K