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)   June 30, 2025                                                           

BMO 2025-5C11 Mortgage Trust

(Exact name of issuing entity)

(Central Index Key number of issuing entity: 0002061936)

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)

Starwood Mortgage Capital LLC

(Central Index Key number: 0001548405)

Societe Generale Financial Corporation

(Central Index Key number: 0001755531)

KeyBank National Association

(Central Index Key number: 0001089877)

Greystone Commercial Mortgage Capital LLC

(Central Index Key number: 0001931347)

(Exact name of sponsors as specified in their charters)

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:

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. ☐

On June 30, 2025 (the “Closing Date”), BMO Commercial Mortgage Securities LLC (the “Depositor”) caused the issuance by BMO 2025-5C11 Mortgage Trust (the “Issuing Entity”), pursuant to a Pooling and Servicing Agreement, dated as of June 1, 2025 (the “Pooling and Servicing Agreement”), between the Depositor, 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, Computershare Trust Company, National Association, as certificate administrator and as trustee, of the BMO 2025-5C11 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2025-5C11 (the “Certificates”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement was attached as Exhibit 4.1 to the Depositor’s Current Report on Form 8-K/A, filed with the Securities and Exchange Commission (the “Commission”) on June 30, 2025 under Commission File No. 333-280224-08.

The Certificates consist of the following classes, designated as (i) the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (collectively, the “Public Certificates”) and (ii) the Class X-D, Class X-F, Class X-G, Class X-J, Class D, Class E, Class F, Class G, Class J, Class K-RR and Class R Certificates (collectively, the “Private Certificates”).

All of the Public Certificates, having an aggregate initial principal amount of $614,351,000, were sold to BMO Capital Markets Corp. (“BMO Capital Markets”), KeyBanc Capital Markets Inc. (“KeyBanc Capital”), SG Americas Securities, LLC (“SGAS”), Academy Securities, Inc. (“Academy”), Bancroft Capital, LLC (“Bancroft”), Drexel Hamilton, LLC (“Drexel”) and Mischler Financial Group, Inc. (“Mischler” and, together with BMO Capital Markets, KeyBanc Capital, SGAS, Academy, Bancroft, Drexel and Mischler, in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, dated as of June 16, 2025 (the “Underwriting Agreement”), between the Depositor and the Underwriters. BMO Capital, KeyBanc Capital and SGAS are acting as co-lead managers in connection with the offering of the Public Certificates. The Public Certificates were offered by the Underwriters for sale to the public, pursuant to the Depositor’s Preliminary Prospectus, dated June 11, 2025, and by the Prospectus, dated June 16, 2025 (the “Prospectus”), in negotiated transactions or otherwise at varying prices determined at the time of sale. In connection with the issuance, and sale to the Underwriters, of the Public Certificates, a legal opinion was rendered related to the validity of, and certain federal income tax considerations relating to, the Public Certificates, which legal opinion is attached hereto as Exhibit 5. The Prospectus was filed with the Commission on June 18, 2025 under Commission File Number 333-280224-08.

All of the Private Certificates, having an aggregate initial principal amount of $83,775,556 were sold to BMO Capital Markets, KeyBanc Capital, SGAS, Academy, Bancroft, Drexel and Mischler (together with BMO Capital Markets, KeyBanc Capital, SGAS, Academy, Bancroft, Drexel and Mischler, in such capacity, the “Initial Purchasers”), pursuant to a Purchase Agreement, dated as of June 16, 2025, between the Depositor and the Initial Purchasers. The Private Certificates were sold in private placement transactions exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act.

The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Depositor from Bank of Montreal, Greystone Commercial Mortgage Capital LLC, KeyBank National Association, Societe Generale Financial Corporation and Starwood Mortgage Capital LLC (“SMC”). The net proceeds to the Depositor of the offering of the Certificates, after deducting expenses payable by the Depositor in connection with the issuance and distribution of the Certificates of approximately $7,686,314.48, were approximately $704,062,814.37. Of

the expenses paid by the Depositor, approximately $399,124.00 were paid directly to affiliates of the Depositor, $80,000.00 in the form of fees were paid to the Underwriters and the Initial Purchasers, $150,000.00 were paid to or for the counsel to the Underwriters and the Initial Purchasers, and approximately $7,057,190.48 were other expenses. All of the foregoing expense amounts are the Depositor’s reasonable estimates of such expenses. No underwriting discounts and commissions or finder’s fees were paid by the Depositor.

Further information regarding sales of the Public Certificates is set forth in the Underwriting Agreement (including, as to the price per class of Public Certificates, on Schedule II thereto) attached as Exhibit 1 to the Depositor’s Current Report on Form 8-K/A, filed with the Commission on June 30, 2025 under Commission File No. 333-280224-08, and in the Prospectus. The related registration statement (file no. 333-280224) was originally declared effective on October 10, 2024.

SMC, in its capacity as “retaining sponsor” (as such term is defined in Regulation RR (17 C.F.R. Part 246) promulgated under Section 15G of the Securities Exchange Act of 1934, as amended (“Regulation RR”)) (the “Retaining Sponsor”), is satisfying its credit risk retention obligation under Regulation RR in connection with the securitization of the Mortgage Loans referred to above by (i) the acquisition by Starwood Conduit CMBS Vertical Retention II LLC (the “Vertical MOA”), a “majority-owned affiliate” (as defined in Regulation RR) of SMC, on the Closing Date, of an “eligible vertical interest” (as defined in Regulation RR), in the form of Certificates representing at least 4.2700% of the Certificate Balance or Notional Amount, as applicable, of each Class of Certificates (other than the Class R Certificates) (collectively, the “VRR Interest”), and (ii) the acquisition by Starwood CMBS Horizontal Retention BMO 2025-5C11 LLC (the “Horizontal MOA”), a “majority-owned affiliate” (as defined in Regulation RR) of SMC, on the Closing Date, of an “eligible horizontal residual interest” (as defined in Regulation RR) consisting of the Class K-RR Certificates (excluding the portion of such Class comprising a portion of the VRR Interest) (such Certificates, collectively, the “HRR Certificates”) with an aggregate initial Certificate Balance of $23,390,556, and having an aggregate fair value representing approximately 0.7775% of the fair value of all of the Certificates (other than the Class R Certificates) as of the Closing Date, determined in accordance with Generally Accepted Accounting Principles.

The aggregate fair value, as of the Closing Date, of the HRR Certificates is equal to approximately $5,538,954, representing approximately 0.7775% of the aggregate fair value, as of the Closing Date, of all Certificates (other than the Class R Certificates) issued by the Issuing Entity. The aggregate fair value, as of the Closing Date, of all of the Certificates (other than the Class R Certificates) is approximately $712,376,015. The fair values referenced in the preceding two sentences are based on actual prices and final tranche sizes as of the Closing Date for each Class of Certificates (other than the Class R Certificates).

The aggregate fair value, as of the Closing Date, of the HRR Certificates (excluding the portion thereof comprising a part of the VRR Interest) that the Retaining Sponsor would be required to retain in order to meet the credit risk retention requirements of Regulation RR with respect to this securitization transaction, if it was relying solely on retaining an “eligible horizontal residual interest” (as defined in Regulation RR) to satisfy such requirements, is approximately $35,618,801, representing 5% of the aggregate fair value, as of the Closing Date, of all of the Certificates (other than the Class R Certificates) issued by the Issuing Entity.

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.