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: February 1219, 2026 (Date of earliest event reported)

BBCMS Mortgage Trust 2026-5C40
(Central Index Key Number 0002104401)

(Exact name of issuing entity)

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

(Exact name of sponsor as specified in its charter)

Argentic Real Estate Finance 2 LLC

(Central Index Key Number 0001968416)

(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)

KeyBank National Association

(Central Index Key Number 0001089877)
(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)

UBS AG New York Branch

(Central Index Key Number 0001685185)

(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)

Citi Real Estate Funding Inc.

(Central Index Key Number 0001701238)

(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)

Natixis Real Estate Capital LLC

(Central Index Key Number 0001542256)

(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	333-286968-06	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 February 12, 2026, Barclays Commercial Mortgage Securities LLC (the “~~Registrant~~Depositor”) caused the issuance of the BBCMS Mortgage Trust 2026-5C40, Commercial Mortgage Pass-Through Certificates, Series 2026-5C40 (the “Certificates”), pursuant to a pooling and servicing agreement, dated and effective as of February 1, 2026 (the “Pooling and Servicing Agreement”), among the ~~Registrant~~Depositor, 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~~, of BBCMS Mortgage Trust 2026-5C40, Commercial Mortgage Pass-Through Certificates, Series 2026-5C40 (the “Certificates”)~~. The Certificates will consist of the classes (each, a “Class”) designated as (i) Class A-1, Class A-2, Class A-3, Class X-A, Class A-S, Class B and Class C Certificates (collectively, the “Public Certificates”) and (ii) Class X-B, Class X-D, Class X-E, Class D, Class E, Class F-RR, Class G-RR and Class R Certificates (the “Private Certificates”).

The ~~Public~~ Certificates ~~were~~represent, ~~sold~~in tothe ~~Barclays Capital Inc. (“Barclays”)~~aggregate, ~~Citigroup~~the ~~Global~~entire ~~Markets~~beneficial ~~Inc.~~ownership ~~(“CGMI”),~~in ~~UBS~~BBCMS ~~Securities LLC~~Mortgage ~~(“UBS~~Trust ~~Securities”),~~2026-5C40 ~~KeyBanc Capital Markets Inc.~~ (~~“KeyBanc”),~~the ~~Deutsche Bank Securities Inc. (~~“~~DBSI”),~~Issuing ~~SG Americas Securities, LLC (“SGAS~~Entity”), ~~Goldman~~a ~~Sachs & Co. LLC (“GS&Co.”),~~common ~~Natixis~~law ~~Securities~~trust ~~Americas~~formed ~~LLC~~on ~~(“Natixis~~February ~~Securities”)~~12, ~~Drexel~~2026 ~~Hamilton,~~under ~~LLC~~the ~~(“Drexel”)~~laws ~~and~~of ~~Bancroft Capital,~~the ~~LLC~~State ~~(“Bancroft”~~of ~~and,~~New ~~together~~York inpursuant ~~such~~to ~~capacity~~the ~~with~~Pooling ~~Barclays,~~and ~~CGMI,~~Servicing ~~UBS~~Agreement. ~~Securities,~~The ~~KeyBanc, DBSI, SGAS, GS&Co.,~~assets ~~Natixis~~of ~~Securities and Drexel,~~ the ~~“Underwriters”),~~Issuing ~~pursuant~~Entity toconsist anprimarily ~~Underwriting Agreement, dated as~~ of ~~January~~44 22commercial, ~~2026,~~ ~~among~~multifamily ~~the~~and/or ~~Registrant,~~manufactured ~~Barclays~~housing ~~Capital~~community ~~Holdings~~mortgage ~~Inc.~~loans (the “~~BCHI~~Mortgage Loans”) ~~and the Underwriters~~.

The ~~Private~~Mortgage ~~Certificates~~Loan secured ~~were~~by ~~sold~~the tomortgaged ~~Barclays,~~property ~~KeyBanc,~~identified ~~UBS~~as ~~Securities,~~“535 ~~DBSI,~~& ~~CGMI,~~545 ~~GS&Co.,~~5th ~~SGAS,~~Avenue” ~~Natixis~~on ~~Securities,~~Exhibit ~~Drexel~~B to the Pooling and ~~Bancroft~~Servicing ~~(collectively~~Agreement in(the ~~such~~“535 ~~capacity,~~& ~~the~~545 ~~“Initial~~5th ~~Purchasers~~Avenue Mortgage Loan”), ~~pursuant~~which tois aan ~~Certificate~~asset ~~Purchase~~of ~~Agreement~~the Issuing Entity, ~~dated~~is aspart of ~~January~~a ~~22,~~whole ~~2026, among~~loan (the ~~Registrant,~~“535 & ~~BCHI~~545 ~~and~~5th ~~the~~Avenue ~~Initial~~Whole ~~Purchasers.~~Loan”) ~~The~~that ~~Private~~also ~~Certificates~~includes ~~will~~ten be(10) ~~sold~~additional inpari apassu ~~transaction~~promissory ~~exempt~~note ~~from~~which ~~registration~~is not an asset ~~under~~of the ~~Securities~~Issuing ~~Act~~Entity. ofPrior ~~1933,~~to asFebruary ~~amended~~19, ~~pursuant~~2026 tothe ~~Section~~535 ~~4(a)(2)~~& of545 5th Avenue Whole Loan was being serviced and administered pursuant to the ~~Act~~Pooling and Servicing Agreement.

The ~~Certificates~~Mortgage ~~represent,~~Loan secured inby the ~~aggregate,~~mortgaged ~~the~~property ~~entire~~identified ~~beneficial~~as ~~ownership in BBCMS Mortgage Trust 2026-5C40 (the~~ “~~Issuing~~Northshore ~~Entity~~Mall”), ~~a common law trust fund to be formed~~ on ~~February~~Exhibit ~~12,~~B ~~2026 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 44 commercial, multifamily and/or manufactured housing community mortgage loans~~ (the “Northshore Mall Mortgage ~~Loans~~Loan”)., ~~The~~which ~~net~~is ~~proceeds~~an asset of the ~~sale~~Issuing ofEntity, ~~the~~is ~~Certificates~~part ~~were~~of ~~applied~~a towhole loan (the ~~purchase~~“Northshore ofMall ~~the Mortgage~~Whole ~~Loans~~Loan”) bythat ~~the~~also ~~Registrant~~includes ~~from~~seven ~~Barclays~~(7) ~~Capital~~additional ~~Real~~pari ~~Estate~~passu ~~Inc.,~~promissory ~~Argentic~~note ~~Real~~which ~~Estate~~is ~~Finance~~not 2an ~~LLC,~~asset ~~German~~of ~~American~~the ~~Capital~~Issuing ~~Corporation,~~Entity. ~~KeyBank~~Prior ~~National~~to ~~Association~~February 19, ~~Goldman Sachs Mortgage Company~~2026, ~~UBS~~the AGNorthshore ~~New~~Mall ~~York~~Whole ~~Branch,~~Loan ~~LMF~~was ~~Commercial,~~being ~~LLC,~~serviced ~~Citi~~and ~~Real~~administered ~~Estate~~pursuant ~~Funding~~to ~~Inc., Societe~~the ~~Generale~~Pooling ~~Financial Corporation~~ and ~~Natixis~~Servicing ~~Real Estate Capital LLC~~Agreement.

OnAs of February 1219, 2026, ~~the~~each ~~Registrant sold all~~ of the ~~Public~~535 ~~Certificates,~~& ~~having~~545 an5th ~~aggregate~~Avenue ~~certificate~~Whole ~~principal~~Loan ~~amount~~and ofthe ~~$757,200,000.00.~~Northshore ~~The~~Mall ~~net~~Whole ~~proceeds of~~Loan ~~the~~is ~~offering~~being toserviced ~~the~~and ~~Registrant~~administered ofpursuant ~~the~~to ~~issuance~~a ofpooling and ~~the~~servicing ~~Certificates~~agreement, ~~after~~dated ~~deducting~~as ~~expenses~~of ~~payable~~February by1, 2026 (the ~~Registrant~~“Benchmark of2026-V20 ~~$9,744,035.29, were~~Pooling ~~approximately~~and ~~$767~~Servicing Agreement”),~~156,252.91.~~ Ofbetween Deutsche ~~the~~Mortgage ~~expenses~~& ~~paid~~Asset byReceiving ~~the Registrant~~Corporation, ~~approximately~~as ~~$104~~depositor,~~569.32~~ ~~were~~Midland ~~paid~~Loan ~~directly~~Services, toa ~~affiliates~~ Division of ~~the~~PNC ~~Registrant~~Bank, ~~$45~~National Association,~~374.96~~ master inservicer, ~~the~~Rialto ~~form~~Capital ofAdvisors, ~~fees~~LLC, ~~were~~as ~~paid~~special toservicer, ~~the~~Computershare ~~Underwriters,~~Trust ~~$113~~Company,~~437.39~~ ~~were~~National ~~paid~~Association, toas orcertificate administrator ~~for~~and ~~the~~as ~~Underwriters~~trustee, and ~~$9,480,653.62~~ ~~were~~Park ~~other~~Bridge ~~expenses.~~Lender ~~All~~Services ofLLC, ~~the~~as ~~foregoing~~operating ~~expense~~advisor ~~amounts~~and ~~are~~as ~~the~~asset ~~Depositor’s~~representations ~~reasonable estimates of such expenses~~reviewer.

~~Further~~The ~~information~~servicing ~~regarding~~terms of the ~~such~~Benchmark ~~sales~~2026-V20 ~~has~~Pooling ~~been~~and ~~previously~~Servicing ~~provided~~Agreement onapplicable to the ~~Registrant’s~~servicing ~~Current~~of ~~Report~~each onof ~~Form~~the ~~8-K,~~535 as& ~~filed~~545 ~~with~~5th Avenue and the ~~Securities~~Northshore Mall Whole Mortgage Loan are substantially similar to the terms and ~~Exchange~~conditions of the Pooling and Servicing Agreement applicable to the ~~Commission~~servicing ~~(Filing~~of ~~Date:~~the ~~January~~other 26Mortgage Loans, ~~2026)~~but will differ in certain respects, as described under “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Prospectus, ~~dated~~filed by the Issuing Entity pursuant to Rule 424(b)(2) with respect to the Certificates on January 2226, 2026. The Benchmark 2026-V20 Pooling and asServicing ~~filed~~Agreement ~~with~~is ~~the~~attached ~~Securities~~hereto ~~and~~as ~~Exchange~~Exhibit 4.1.

Commission on January 26, 2026. 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

Argentic Real Estate Finance 2 LLC, in its capacity as retaining sponsor, is satisfying its credit risk retention obligations under Section 15G of the Securities Exchange Act of 1934, as amended, in connection with the securitization of the Mortgage Loans referred to above through the purchase by (i) Argentic Securities Holdings 2 Cayman Limited, a majority-owned affiliate of Argentic Real Estate Finance 2 LLC, from the underwriters on the closing date, of (i) an “eligible vertical interest”, in the form of certificates representing approximately 2.9100% of the initial certificate balance or notional amount or percentage interest, as applicable, of each class of certificates (other than the Class R certificates) and (ii) an “eligible horizontal residual interest” consisting of the Class F-RR and Class G-RR certificates (excluding the portion of such classes that are part of the eligible vertical interest) for $18,608,378 representing approximately 2.1522% of the fair market value of all classes of certificates (other than the Class R certificates).

If the Retaining Sponsor (as defined in the Pooling and Servicing Agreement) had relied solely on retaining an “eligible horizontal residual interest” in order to meet the credit risk retention requirements of the Credit Risk Retention Rules with respect to this securitization transaction, it would have retained an eligible horizontal residual interest with an aggregate fair value dollar amount of approximately $43,230,484, 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.

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 January 16, 2026 and as filed with the Securities and Exchange Commission on January 16, 2026 under the heading “Credit Risk Retention” prior to the pricing of the certificates 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.

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 February 12, 2026.
Exhibit 4.1	Pooling and Servicing Agreement, dated as of February 1, 2026, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Computershare Trust Company, National Association, as trustee, certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer.
Exhibit 8	Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated February 12, 2026 (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 ~~hereunto~~thereunto duly authorized.

Date: February 12, 2026	BARCLAYS COMMERCIAL MORTGAGE
Date: February 23, 2026	BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC
	SECURITIES LLC
	(Registrant)
	(Registrant)
	By:	/s/ Daniel Schmidt
	By:	/s/ Daniel Schmidt
		Name:	Daniel Schmidt
		Name: Daniel Schmidt
		Title:	Chief Executive Officer
		Title: Chief Executive Officer

Filing Compare · BBCMS Mortgage Trust 2026-5C40