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~~October 2416, 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)

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

On July 24, 2025, Barclays Commercial Mortgage Securities LLC (the “~~Registrant~~Depositor”) caused 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 (the “Pooling and Servicing Agreement”), among the ~~Registrant~~Depositor, 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~~, of BBCMS Mortgage Trust 2025-C35, Commercial Mortgage Pass-Through Certificates, Series 2025-C35 (the “Certificates”)~~. The Certificates will consist of the classes (each, a “Class”) 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) Class VRR Certificates.

The ~~Public~~ Certificates ~~were sold to Barclays Capital Inc. (“Barclays”)~~represent, SGin ~~Americas~~the ~~Securities~~aggregate, ~~LLC~~the ~~(“SGAS”),~~entire ~~Deutsche~~beneficial ~~Bank~~ownership ~~Securities~~in ~~Inc.~~BBCMS ~~(“DBSI”),~~Mortgage ~~UBS~~Trust ~~Securities~~2025-C35 ~~LLC~~ (~~“UBS~~the ~~Securities”), BofA Securities, Inc. (~~“~~BofA~~Issuing ~~Securities~~Entity”), ~~Goldman~~a ~~Sachs~~common ~~and~~law ~~Co.~~trust ~~LLC~~formed ~~(“GS&Co.”),~~on ~~J.P. Morgan~~July ~~Securities LLC (“JPMS”)~~24, ~~Academy~~2025 ~~Securities,~~under ~~Inc.~~the ~~(“Academy”)~~laws ~~and~~of ~~Bancroft~~the ~~Capital,~~State ~~LLC~~of ~~(“Bancroft”~~New ~~and,~~York ~~together~~pursuant into ~~such~~the ~~capacity~~Pooling ~~with~~and ~~Barclays,~~Servicing ~~SGAS, DBSI, UBS Securities, BofA Securities, GS&Co~~Agreement., ~~JPMS~~The ~~and~~assets ~~Academy,~~of the ~~“Underwriters”),~~Issuing ~~pursuant~~Entity toconsist anprimarily ~~Underwriting Agreement, dated as~~ of ~~July~~33 10commercial, ~~2025,~~multifamily ~~among~~and/or ~~the~~manufactured ~~Registrant,~~housing community ~~Barclays~~mortgage ~~Capital~~loans ~~Holdings Inc.~~ (the “~~BCHI~~Mortgage Loans”) ~~and the Underwriters~~.

The ~~Private~~Mortgage ~~Certificates~~Loan ~~were~~secured ~~sold~~by tothe ~~Barclays,~~mortgaged ~~SGAS,~~properties ~~DBSI,~~identified ~~UBS~~as ~~Securities,~~“Coastal ~~BofA~~Equities ~~Securities,~~Portfolio” ~~GS&Co.,~~on ~~JPMS,~~Exhibit ~~Academy~~B to the Pooling and ~~Bancroft~~Servicing Agreement (~~collectively~~the in“Coastal ~~such~~Equities ~~capacity~~Portfolio Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (the “~~Initial~~Coastal ~~Purchasers~~Equities Portfolio Whole Loan”) that also includes four (4) additional pari passu promissory notes which are not assets of the Issuing Entity. Prior to October 16, 2025, the Coastal Equities Portfolio Whole Loan was being serviced and administered pursuant to athe ~~Certificate~~pooling ~~Purchase~~and ~~Agreement~~servicing agreement, dated and effective as of ~~July~~June 101, 2025, ~~among~~ (the ~~Registrant,~~“BANK ~~BCHI~~2025-BNK50 Pooling and ~~the~~Servicing ~~Initial~~Agreement”), ~~Purchasers~~among J.P. ~~The~~Morgan ~~Class~~Chase ~~VRR~~Commercial ~~Certificates,~~Mortgage ~~having~~Securities anCorp., ~~initial~~as ~~principal amount~~depositor, ofTrimont ~~$26~~LLC,~~643,893,~~ ~~were~~as ~~transferred~~general tomaster ~~Barclays~~servicer, ~~Bank~~K-Star ~~PLC~~Asset ~~(“BBPLC”)~~Management ~~acting~~LLC, as ageneral special ~~“majority-owned~~servicer, ~~affiliate”~~National (Cooperative Bank, N.A., as ~~defined~~NCB inmaster ~~the~~servicer ~~Risk~~and ~~Retention~~as ~~Rule)~~NCB ofspecial ~~Barclays~~servicer, ~~Capital~~Computershare ~~Real~~Trust ~~Estate~~Company, ~~Inc.~~National ~~(“BCRE”).~~Association, ~~The~~as ~~Private~~certificate ~~Certificates~~administrator and ~~the~~as ~~Class~~trustee, ~~VRR~~and ~~Certificates~~Pentalpha ~~will~~Surveillance beLLC, ~~sold~~as oroperating ~~transferred~~advisor inand ~~transactions~~as ~~exempt~~asset ~~from~~representations ~~registration~~reviewer ~~under~~and ~~the~~pursuant ~~Securities~~to ~~Act~~the ofPrimary ~~1933~~Servicing Agreement, dated as ~~amended~~of June 1, ~~pursuant~~2025, toby ~~Section~~and 4(between Trimont LLC and Midland Loan Services, a~~)(2)~~ Division of PNC Bank, National Association (the ~~Act~~“BANK 2025-BNK50 Primary Servicing Agreement”).

~~The~~As ~~Certificates~~of ~~represent~~October 16, ~~in the aggregate~~2025, the ~~entire~~Coastal ~~beneficial~~Equities ~~ownership~~Portfolio inWhole ~~BBCMS~~Loan ~~Mortgage~~is ~~Trust~~being ~~2025-C35~~serviced ~~(the~~and ~~“Issuing~~administered ~~Entity”),~~pursuant to a ~~common~~pooling ~~law~~and ~~trust~~servicing ~~fund~~agreement, todated beas ~~formed~~of onOctober ~~July 24~~1, 2025 ~~under~~ (the ~~laws~~“WFCM of2025-C65 ~~the~~Pooling ~~State~~and ofServicing ~~New~~Agreement”), ~~York~~among ~~pursuant~~Wells toFargo ~~the~~Commercial ~~Pooling~~Mortgage ~~and~~Securities, ~~Servicing Agreement~~Inc., ~~The~~as ~~assets~~depositor, ofMidland ~~the~~Loan ~~Issuing~~Services, ~~Entity~~a ~~consist~~Division ~~primarily~~ of 33PNC ~~commercial~~Bank, ~~multifamily~~National ~~and/or~~Association, ~~manufactured~~as master ~~housing~~servicer, ~~community~~Argentic ~~mortgage~~Services ~~loans~~Company ~~(the~~LP, ~~“Mortgage~~as ~~Loans”).~~special ~~The~~servicer, ~~net~~Computershare ~~proceeds~~Trust ofCompany, ~~the~~National ~~sale~~Association, ofas ~~the~~certificate ~~Certificates~~administrator ~~were~~and ~~applied~~as totrustee, ~~the~~and ~~purchase~~Pentalpha ofSurveillance ~~the~~LLC, ~~Mortgage~~as ~~Loans~~operating byadvisor ~~the~~and ~~Registrant~~as ~~from~~asset ~~BCRE,~~representations ~~UBS~~reviewer. AGPursuant ~~New~~to ~~York~~its ~~Branch~~terms, ~~German~~the ~~American~~BANK ~~Capital~~2025-BNK50 ~~Corporation,~~Primary ~~JPMorgan~~Servicing ~~Chase~~Agreement ~~Bank,~~is ~~National~~no ~~Association,~~longer ~~Starwood~~in ~~Mortgage~~effect ~~Capital~~with ~~LLC,~~respect ~~Societe~~to ~~Generale~~the ~~Financial~~Coastal ~~Corporation,~~Equities ~~Goldman~~Portfolio ~~Sachs~~Whole ~~Mortgage~~Loan ~~Company,~~as ~~Bank~~ of ~~America,~~October ~~National Association and LMF Commercial~~16, ~~LLC~~2025.

OnThe ~~July~~servicing ~~24,~~terms ~~2025,~~of the ~~Registrant~~WFCM ~~sold~~2025-C65 ~~all~~Pooling ofand ~~the~~Servicing ~~Public~~Agreement ~~Certificates,~~applicable ~~having~~to anthe ~~aggregate~~servicing ~~certificate~~of ~~principal~~the ~~amount~~Coastal ofEquities ~~$691,826,000.~~Portfolio ~~The~~Mortgage ~~net~~Loan ~~proceeds~~are ofsubstantially ~~the~~similar ~~offering~~ to the ~~Registrant~~terms ofand ~~the~~conditions ~~issuance~~ of the ~~Certificates,~~Pooling ~~after~~and ~~deducting~~Servicing ~~expenses~~Agreement ~~payable~~applicable byto the ~~Registrant~~servicing of ~~$4,532,447.02,~~the ~~were~~other ~~approximately~~Mortgage ~~$705~~Loans,~~149,251.74.~~ Ofbut ~~the~~will ~~expenses~~differ ~~paid~~in bycertain ~~the Registrant~~respects, ~~approximately~~as ~~$105,918.56 were~~described ~~paid~~under ~~directly~~“Pooling toand ~~affiliates~~Servicing Agreement—Servicing of the ~~Registrant,~~Non-Serviced ~~$43,492.46~~Mortgage Loans” in the ~~form~~Prospectus offiled ~~fees~~by ~~were~~the ~~paid~~Issuing toEntity ~~the~~pursuant ~~Underwriters,~~to ~~$108,731.16~~Rule ~~were~~424(b)(2) ~~paid~~with respect to ~~or for~~ the ~~Underwriters~~Certificates ~~and~~on $4July 14,~~274,304.83~~ ~~were~~2025 ~~other~~(the ~~expenses~~“Prospectus”). ~~All~~The ofWFCM ~~the~~2025-C65 ~~foregoing~~Pooling ~~expense~~and ~~amounts~~Servicing ~~are~~Agreement ~~the~~is ~~Depositor’s~~attached ~~reasonable~~hereto ~~estimates~~as ofExhibit ~~such expenses~~4. 1.

Further information regarding such sales has been previously provided on the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission (Filing Date: July 14, 2025) and in the Prospectus, dated July 10, 2025 and as filed with the Securities and Exchange Commission on July 14, 2025. The related registration statement (file no. 333-286968) was originally declared effective on May 23, 2025.

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 as an exhibit to this report.

Credit Risk Retention

BCRE, in its capacity as retaining sponsor (in such capacity, the “Retaining Sponsor”), is satisfying its credit risk retention obligation under Regulation RR, 12 C.F.R. Part 244 (the “Risk Retention Rule”) in connection with the securitization of the Mortgage Loans referred to above by (i) the purchase on the Closing Date and holding by BREC Securities Holdings, LLC, acting as a third-party purchaser under the Risk Retention Rule, of the Class J-RR and Class K-RR Certificates (collectively, the “HRR Certificates”) and (ii) the purchase of the Class VRR Certificates by BBPLC acting as a “majority-owned affiliate” (as defined in the Risk Retention Rule) of BCRE.

The Class VRR Certificates constitute an “eligible vertical interest” (as defined in the Risk Retention Rule) that represents approximately 3.35% of the certificate balance, notional amount or percentage interest of all Classes of Certificates (other than the Class R Certificates).

The HRR Certificates constitute an “eligible horizontal residual interest” (as defined in the Risk Retention Rule) with a fair value of $13,971,231 that represents approximately 1.72% of the fair value of all Classes of Certificates (other than the Class R Certificates), based on actual sale prices and finalized tranche sizes pursuant to the Certificate Purchase Agreement. If the Retaining Sponsor had relied solely on retaining an “eligible horizontal residual interest” in order to meet the credit risk retention requirements of the Risk Retention Rule with respect to this securitization transaction, it would have retained an eligible horizontal residual interest with an aggregate fair value dollar amount of approximately $40,700,447, representing 5.0% of the aggregate fair value, as of the Closing Date, of all Classes of Certificates (other than the Class R Certificates), excluding accrued interest.

The principal amount of the Class VRR Certificates is not materially different from the amount disclosed in the preliminary prospectus dated July 7, 2025 and as filed with the Securities and Exchange Commission on July 7, 2025 under the heading “Credit Risk Retention” prior to the pricing of the Certificates.

There are no material differences between (a) the valuation methodology or any of the key inputs and assumptions that were used in calculating the fair value or range of fair values disclosed in the preliminary prospectus dated July 7, 2025 and as filed with the Securities and Exchange Commission on July 7, 2025 under the heading “Credit Risk Retention” prior to the pricing of the certificates, except for the fair values and purchase prices for each Class of HRR Certificates as shown in the table below under the “Fair Value of the HRR Certificates (in % and $)” and “Purchase Price” columns and (b) the valuation methodology or the key inputs and assumptions that were used in calculating the fair value set forth above in this paragraph.

Class of HRR Certificates	Initial Certificate Balance	Fair Value of the HRR Certificates (in % and $)	Purchase Price(1)
Class J-RR	$11,531,000	0.669% / $5,448,983	47.25508%
Class K-RR	$24,022,173	1.047% / $8,522,248	35.47659%

(1) Expressed as a percentage of the initial Certificate Balance of each related class of HRR Certificates, excluding accrued interest. The aggregate purchase price expected to be paid for such HRR Certificates to be acquired by the Third Party Purchaser (as defined in the Pooling and Servicing Agreement) is approximately $13,971,231, excluding accrued interest.

Item 9.01.

Financial Statements, Pro Forma Financial Information and Exhibits.

(d)	Exhibits
Exhibit No.	Description
Exhibit 5	Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated July 24, 2025.
Exhibit 4.1	Pooling and Servicing Agreement, dated as of October 1, 2025, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Argentic Services Company LP, 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.
Exhibit 8	Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated July 24, 2025 (included as part of Exhibit 5).
Exhibit 23	Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5).

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 thereunto duly authorized.

Date: July 24, 2025	BARCLAYS COMMERCIAL MORTGAGE
Date: October 17, 2025	BARCLAYS COMMERCIAL MORTGAGE
	SECURITIES LLC
	(Registrant)
	By:	/s/ Daniel Schmidt
		Name: Daniel Schmidt
		Title: Chief Executive Officer

Filing Compare · BBCMS Mortgage Trust 2025-C35