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~~September 25, 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)

Delaware	333-280224-08	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.)

(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. ☐

Item 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On June 30, 2025 (the “Closing Date”), BMO ~~Commercial~~2025-5C11 Mortgage ~~Securities~~Trust ~~LLC~~ (the “~~Depositor~~Issuing Entity”) ~~caused~~issued the ~~issuance by~~ BMO 2025-5C11 Mortgage Trust, ~~(the~~Commercial ~~“Issuing~~Mortgage ~~Entity”)~~Pass-Through Certificates, Series 2025-5C11, pursuant to a Pooling and Servicing Agreement, dated as of June 1, 2025 (the “Pooling and Servicing Agreement”), between ~~the~~BMO ~~Depositor~~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, 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 with respect to the Issuing Entity, filed with the Securities and Exchange Commission (the “Commission”) on June 30, 2025 under Commission File No. 333-280224-08. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement.

~~The~~As ~~Certificates consist~~ of the ~~following~~Closing ~~classes~~Date, ~~designated~~the asWhole ~~(i)~~Loan (the ~~Class~~“Shaw ~~A-1,~~Park ~~Class~~Plaza ~~A-2,~~Whole ~~Class~~Loan”) ~~A-3,~~relating ~~Class~~to ~~X-A,~~the ~~Class~~Mortgage ~~X-B,~~Loan ~~Class A-S, Class B and Class C Certificates~~ (~~collectively,~~ the “~~Public~~Shaw ~~Certificates~~Park Plaza Mortgage Loan”) ~~and~~secured ~~(ii)~~by the ~~Class~~Mortgaged ~~X-D,~~Property ~~Class~~identified ~~X-F,~~on ~~Class~~the ~~X-G,~~Mortgage ~~Class~~Loan ~~X-J,~~Schedule ~~Class D,~~as ~~Class~~Shaw E,Park ~~Class~~Plaza F,was ~~Class~~required G,to ~~Class~~be J,serviced ~~Class K-RR~~ and ~~Class~~administered Rpursuant ~~Certificates~~to ~~(collectively,~~ the ~~“Private~~Pooling ~~Certificates”)~~and Servicing Agreement.

~~All~~On ofSeptember ~~the~~25, ~~Public Certificates~~2025, ~~having~~ anthe ~~aggregate~~Servicing ~~initial~~Shift ~~principal~~Lead ~~amount~~Note ofwith ~~$614,351,000,~~respect ~~were sold~~ to ~~BMO~~the ~~Capital~~Shaw ~~Markets~~Park ~~Corp.~~Plaza ~~(“BMO~~Whole ~~Capital~~Loan ~~Markets”), KeyBanc~~was ~~Capital~~contributed ~~Markets~~to ~~Inc.~~the ~~(“KeyBanc~~commercial ~~Capital”),~~mortgage SGsecuritization ~~Americas~~transaction ~~Securities, LLC~~ (~~“SGAS”),~~the ~~Academy Securities, Inc. (~~“~~Academy”),~~BBCMS ~~Bancroft~~2025-5C37 ~~Capital, LLC (“Bancroft~~Securitization”), ~~Drexel~~involving ~~Hamilton,~~the ~~LLC~~issuance ~~(“Drexel”) and~~of ~~Mischler~~the ~~Financial~~BBCMS ~~Group,~~Mortgage ~~Inc.~~Trust ~~(“Mischler” and~~2025-5C37, ~~together~~Commercial ~~with~~Mortgage ~~BMO~~Pass-Through ~~Capital Markets~~Certificates, ~~KeyBanc~~Series ~~Capital,~~2025-5C37 ~~SGAS, Academy, Bancroft, Drexel and Mischler, in such capacity,~~ (the “~~Underwriters~~BBCMS 2025-5C37 Certificates”),. Upon ~~pursuant~~the toissuance ~~an Underwriting Agreement, dated as~~ of ~~June~~the ~~16,~~BBCMS 2025-5C37 ~~(the “Underwriting Agreement”)~~Certificates, ~~between~~ the ~~Depositor~~servicing and ~~the~~administration ~~Underwriters.~~of ~~BMO~~the ~~Capital,~~Shaw ~~KeyBanc Capital~~Park ~~and~~Plaza ~~SGAS~~Whole Loan are ~~acting~~required asto ~~co-lead~~be ~~managers~~transferred infrom ~~connection with~~ the ~~offering~~Pooling ofand ~~the~~Servicing ~~Public~~Agreement ~~Certificates.~~to ~~The Public Certificates were offered by~~ the ~~Underwriters~~pooling ~~for~~and ~~sale~~servicing toagreement governing the ~~public,~~issuance ~~pursuant~~of to the ~~Depositor’s~~BBCMS ~~Preliminary~~2025-5C37 ~~Prospectus~~Certificates, dated ~~June~~as ~~11,~~of ~~2025,~~September ~~and by the Prospectus~~1, ~~dated June 16,~~ 2025 (the “~~Prospectus”),~~BBCMS in2025-5C37 ~~negotiated~~Pooling ~~transactions~~and orServicing ~~otherwise~~Agreement”), atbetween ~~varying~~Barclays ~~prices determined~~Commercial atMortgage ~~the~~Securities ~~time~~LLC, ofas ~~sale.~~depositor ~~In connection with~~ (the ~~issuance,~~“BBCMS ~~and~~2025-5C37 ~~sale to the Underwriters~~Depositor”), Midland ofLoan ~~the Public Certificates~~Services, a ~~legal~~Division ~~opinion was~~of ~~rendered~~PNC ~~related~~Bank, toNational ~~the validity of~~Association, ~~and~~as ~~certain~~master ~~federal~~servicer, ~~income~~3650 ~~tax~~REIT ~~considerations~~Loan ~~relating~~Servicing toLLC, ~~the~~as ~~Public~~special ~~Certificates~~servicer, ~~which~~Computershare ~~legal opinion~~Trust isCompany, ~~attached~~National ~~hereto~~Association, as ~~Exhibit~~certificate 5.administrator ~~The~~and ~~Prospectus~~as ~~was~~trustee, ~~filed~~and ~~with~~Pentalpha ~~the~~Surveillance ~~Commission~~LLC, onas ~~June~~operating ~~18,~~advisor ~~2025~~and ~~under~~as ~~Commission~~asset ~~File~~representations ~~Number 333-280224-08~~reviewer.

~~All~~The ofBBCMS ~~the~~2025-5C37 ~~Private~~Pooling ~~Certificates, having~~and anServicing ~~aggregate initial principal amount of $83~~Agreement,~~775,556~~ ~~were~~in ~~sold~~the toform ~~BMO~~most ~~Capital~~recently ~~Markets,~~filed ~~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~~Commission ~~Purchasers”),~~by ~~pursuant~~or toon abehalf ~~Purchase Agreement, dated as~~ of ~~June~~the ~~16,~~BBCMS 2025,-5C37 ~~between the~~ Depositor, ~~and~~is ~~the Initial~~attached ~~Purchasers.~~hereto ~~The Private Certificates were sold in private placement transactions exempt from registration under the Securities Act of 1933,~~ as ~~amended~~Exhibit ~~(the “Act”), pursuant to Section~~ 4~~(a)(2) of the Act~~.1.

The ~~net~~servicing ~~proceeds~~terms of the ~~sale~~ ofBBCMS ~~the~~2025-5C37 ~~Certificates~~Pooling ~~were~~and ~~applied~~Servicing Agreement applicable to the ~~purchase~~servicing of the Shaw Park Plaza Mortgage ~~Loans~~Loan byare ~~the~~similar ~~Depositor~~to ~~from~~the ~~Bank~~servicing terms of ~~Montreal,~~the ~~Greystone~~Pooling ~~Commercial Mortgage~~and ~~Capital~~Servicing ~~LLC~~Agreement, ~~KeyBank~~as ~~National~~described ~~Association,~~in ~~Societe~~the ~~Generale~~section ~~Financial~~captioned ~~Corporation~~“The Pooling and ~~Starwood~~Servicing ~~Mortgage~~Agreement” ~~Capital~~in ~~LLC~~the Prospectus (the “~~SMC~~Prospectus”)~~. The~~ ~~net~~with ~~proceeds~~respect to the ~~Depositor~~Issuing ofEntity filed ~~the~~on ~~offering~~June of18, ~~the~~2025 ~~Certificates~~pursuant to Rule 424(b)(2) under Commission File Number 333-280224-08, ~~after~~but ~~deducting~~will ~~expenses~~differ ~~payable~~in bycertain respects as described below and, treating the ~~Depositor~~BBCMS in2025-5C37 ~~connection with~~Pooling and Servicing Agreement as an Outside Servicing Agreement thereunder, in the ~~issuance~~subsection captioned “The Pooling and ~~distribution~~Servicing Agreement—Servicing of the ~~Certificates~~Outside ofServiced ~~approximately~~Mortgage ~~$7,686,314.48,~~Loans” ~~were~~in ~~approximately~~the ~~$704,062,814~~Prospectus.~~37. Of~~

~~the~~· ~~expenses~~Upon ~~paid by~~ the ~~Depositor,~~Shaw ~~approximately $399,124.00~~Park ~~were~~Plaza ~~paid~~Whole ~~directly~~Loan tobecoming ~~affiliates~~a ofspecially ~~the~~serviced ~~Depositor,~~loan ~~$80,000.00~~under in the ~~form~~BBCMS of2025-5C37 ~~fees~~Pooling ~~were~~and ~~paid~~Servicing toAgreement, the ~~Underwriters~~related ~~and~~Outside ~~the~~Special ~~Initial Purchasers,~~Servicer ~~$150,000.00~~will ~~were~~earn ~~paid~~a tospecial orservicing ~~for~~fee ~~the~~payable ~~counsel~~monthly with respect to the ~~Underwriters~~Shaw ~~and~~Park ~~the~~Plaza ~~Initial~~accruing ~~Purchasers,~~at ~~and~~a ~~approximately~~rate ~~$7,057,190.48 were~~equal ~~other~~to ~~expenses.~~the ~~All~~greater of ~~the~~a ~~foregoing~~per ~~expense~~annum ~~amounts~~rate ~~are~~of ~~the~~0.25% ~~Depositor’s~~and ~~reasonable~~the ~~estimates~~per ofannum ~~such~~rate ~~expenses.~~that Nowould ~~underwriting discounts~~result ~~and~~in ~~commissions~~a orspecial ~~finder’s~~servicing ~~fees~~fee ~~were~~for ~~paid~~the byrelated ~~the~~month ~~Depositor~~of $5,000.

~~Further~~· ~~information~~In ~~regarding sales~~connection with a workout of the ~~Public~~Shaw ~~Certificates~~Park isPlaza ~~set~~Whole ~~forth~~Loan, in the ~~Underwriting~~related ~~Agreement~~Outside ~~(including,~~Special asServicer will be entitled to ~~the~~a ~~price~~workout ~~per~~fee ~~class~~equal to 1.00% of ~~Public~~each ~~Certificates, on~~collection ~~Schedule~~(other IIthan ~~thereto~~penalty charges) ~~attached~~of asinterest ~~Exhibit~~and 1principal to(other ~~the~~than ~~Depositor’s~~any ~~Current~~amount ~~Report~~for onwhich ~~Form~~a ~~8-K/A,~~liquidation ~~filed~~fee ~~with~~would ~~the~~be ~~Commission~~paid) received on ~~June 30,~~the ~~2025~~corrected ~~under~~Shaw ~~Commission~~Park ~~File~~Plaza ~~No.~~Whole ~~333-280224-08,~~Loan ~~and~~for inso ~~the~~long ~~Prospectus.~~as ~~The~~it ~~related~~remains ~~registration~~a ~~statement~~corrected ~~(file~~Whole ~~no.~~Loan, ~~333-280224)~~subject ~~was originally~~to ~~declared~~a ~~effective~~minimum onworkout ~~October~~fee 10of $25,000 ~~2024.~~in the aggregate for the Shaw Park Plaza Whole Loan

~~SMC,~~· inThe ~~its~~related ~~capacity~~Outside ~~as “retaining~~Special ~~sponsor”~~Servicer ~~(as~~will ~~such~~be ~~term~~entitled isto ~~defined~~a inliquidation ~~Regulation~~fee RRat ~~(17~~the ~~C.F.R.~~rate ~~Part 246) promulgated under Section 15G~~ of ~~the~~1.00% ~~Securities Exchange Act~~ of ~~1934, as amended (“Regulation RR”)) (~~the ~~“Retaining~~related ~~Sponsor”),~~payments isor ~~satisfying~~proceeds ~~its credit~~received ~~risk retention obligation under Regulation RR~~ in connection with the ~~securitization~~liquidation of the ~~Mortgage~~Shaw ~~Loans~~Park ~~referred~~Plaza toWhole ~~above~~Loan ~~by (i)~~or ~~the~~related ~~acquisition~~REO byProperty; ~~Starwood~~provided ~~Conduit~~that ~~CMBS~~if ~~Vertical~~such ~~Retention~~rate IIwould ~~LLC~~result ~~(the “Vertical MOA”), a “majority-owned affiliate” (as defined~~ in ~~Regulation RR) of SMC, on the Closing Date, of~~ an ~~“eligible~~aggregate ~~vertical~~liquidation ~~interest”~~fee ~~(as~~less ~~defined in~~than ~~Regulation RR)~~$25,000, inthen the ~~form~~liquidation offee ~~Certificates~~rate ~~representing~~will atbe ~~least~~equal ~~4.2700%~~to of the ~~Certificate~~lesser ~~Balance or Notional Amount, as applicable,~~ of ~~each Class of Certificates~~ (~~other than the Class R Certificates~~i) ~~(collectively,~~3.00% ~~the “VRR Interest”),~~ and (ii) ~~the acquisition~~such bylower ~~Starwood~~rate ~~CMBS Horizontal Retention BMO 2025-5C11 LLC (the “Horizontal MOA”), a “majority-owned affiliate” (~~as ~~defined~~would inresult ~~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~~liquidation ~~Certificate~~fee ~~Balance of~~equal to $2325,~~390,556, and having an aggregate fair value representing approximately 0~~000.~~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~~Mortgaged ~~fair~~Property ~~value, as~~relating ofto the ~~Closing~~Shaw ~~Date,~~Park ofPlaza ~~the~~Whole ~~HRR~~Loan ~~Certificates~~will isbe ~~equal~~subject to ~~approximately~~inspection ~~$5,538,954,~~(A) ~~representing~~at ~~approximately~~least ~~0.7775%~~once ofevery 12 months if the ~~aggregate fair~~stated ~~value,~~principal asbalance of the ~~Closing~~related ~~Date,~~Pari ofPassu ~~all~~Companion ~~Certificates~~Loan ~~(other~~contributed ~~than~~to the ~~Class~~BBCMS R2025-5C37 ~~Certificates)~~Securitization ~~issued~~is by$4,000,000 ~~the~~or ~~Issuing~~more ~~Entity.~~and ~~The~~(b) ~~aggregate fair~~at ~~value,~~least asonce ofevery ~~the~~24 ~~Closing~~months ~~Date,~~if ofthe ~~all~~stated principal balance of the ~~Certificates~~related ~~(other~~Pari ~~than~~Passu Companion Loan contributed to the ~~Class~~BBCMS R2025-5C37 ~~Certificates)~~Securitization is ~~approximately~~less than $~~712~~4,~~376~~000,~~015.~~000, ~~The fair~~in ~~values~~each ~~referenced~~case commencing in the ~~preceding~~calendar ~~two~~year ~~sentences~~2026 ~~are~~(and ~~based~~each onmortgaged ~~actual~~property ~~prices~~is ~~and~~required ~~final~~to ~~tranche~~be ~~sizes~~inspected ason ofor ~~the~~prior ~~Closing~~to ~~Date~~December ~~for~~31, ~~each Class~~2026), ofin ~~Certificates~~a ~~(other~~manner ~~than~~similar to that under the ~~Class~~Pooling Rand ~~Certificates)~~Servicing Agreement.

~~The~~Item ~~aggregate~~9.01. ~~fair~~Financial ~~value, as~~Statements ofand 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 EntityExhibits.

Item 9.01.	Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.	Description
Exhibit 5	Legality Opinion of Orrick, Herrington & Sutcliffe LLP, dated June 30, 2025
Exhibit 8	Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated June 30, 2025 (included as part of Exhibit 5)
Exhibit 23	Consent Opinion of Orrick, Herrington & Sutcliffe LLP, dated June 30, 2025 (included as part of Exhibit 5)

(d) Exhibits

Exhibit No.	Description

Exhibit 4.1	BBCMS 2025-5C37 Pooling and Servicing 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 30, 2025	BMO COMMERCIAL MORTGAGE SECURITIES LLC
Date: October 1, 2025	BMO COMMERCIAL MORTGAGE SECURITIES LLC
	By:	/s/ Paul Vanderslice
		Name: Paul Vanderslice
		Name:	Paul Vanderslice
		Title: Chief Executive Officer
		Title:	Chief Executive Officer

BMO 2025-5C11 – Form 8-K ~~(Closing)~~

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