Benchmark 2026-V21 Mortgage Trust 8-K

What Happened
Benchmark 2026‑V21 Mortgage Trust (the Issuing Entity) closed on March 26, 2026, issuing commercial mortgage pass‑through certificates and creating a vertical risk retention (VRR) interest as part of a securitization of 41 fixed‑rate mortgage loans. The Depositor, GS Mortgage Securities Corporation II, sold publicly offered and privately offered certificate classes to underwriters and initial purchasers in transactions governed by a March 1, 2026 Pooling and Servicing Agreement and a March 3, 2026 Underwriting/Certificate Purchase Agreement.

Key Details

• Aggregate initial principal: Publicly offered certificates $1,010,463,000; privately offered certificates $128,087,797 (total ≈ $1,138,550,797).
• Net proceeds to the Depositor (after issuance expenses): approximately $1,185,353,199; estimated issuance expenses ≈ $5,640,910. Expense breakdown included ~$484,851 to affiliates, ~$534,851 in fees to underwriters/initial purchasers, ~$135,000 to/for underwriters and ~$4,971,059 other expenses.
• Assets: 41 fixed‑rate mortgage loans secured by first liens on 68 commercial, multifamily and/or manufactured housing properties.
• Credit risk retention: Goldman Sachs Mortgage Company (GSMC) satisfies Regulation RR by (i) acquisition of the Class RR Certificates (purchased by Citi Real Estate Funding Inc. but treated as retained by GSMC) and (ii) purchase of the uncertificated RR Interest by GSMC; the VRR interest represents at least 5.0% of amounts collected on the mortgage loans (net of expenses).
• Underwriters / initial purchasers included Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., BMO Capital Markets Corp., Barclays Capital Inc., Academy Securities, Inc., and Drexel Hamilton, LLC. Legal and tax opinions from Cadwalader, Wickersham & Taft LLP were filed as exhibits.

Why It Matters
This 8‑K reports the formation and funding of a new CMBS issuance (Benchmark 2026‑V21) and confirms how credit risk retention was satisfied, a regulatory requirement that can be important to investors assessing alignment of interests between sponsors and investors. The size of the issuance, the pool composition (41 loans across 68 properties), and the disclosed proceeds and expenses provide concrete data points for investors evaluating exposure to this trust or tracking CMBS market activity.