Benchmark 2026-V22 Mortgage Trust 8-K

What Happened

• On May 26, 2026, Citigroup Commercial Mortgage Securities Inc. (the Depositor) closed the issuance of Commercial Mortgage Pass-Through Certificates for the Benchmark 2026-V22 Mortgage Trust. The offering included Public Certificates with an aggregate initial principal of $650,523,000 and Private Offered Certificates of $79,377,560 (total Offered Certificates ≈ $729,900,560). Net proceeds to the Depositor from the sale of the Certificates and the Uncertificated VRR Interest were approximately $756,006,995 after estimated issuance expenses of $4,278,431.
• Proceeds were used to purchase the mortgage loans backing the trust from Citi Real Estate Funding Inc. (CREFI), Goldman Sachs Mortgage Company (GSMC), German American Capital Corporation, and Barclays Capital Real Estate Inc. The Public Certificates were sold through underwriters led by Citigroup Global Markets, Deutsche Bank Securities, Goldman Sachs, Barclays Capital, Bancroft and Drexel; some Private Offered Certificates and certain risk-retention interests were sold in transactions exempt from SEC registration.

Key Details

• Closing date: May 26, 2026. Public Certificates aggregate: $650,523,000; Private Offered Certificates: $79,377,560; total ≈ $729,900,560.
• Net proceeds to Depositor (after ~$4.28M of estimated expenses): ≈ $756,006,995.
• Risk-retention: Combined VRR Interest ≈ $20,254,178 (at least 2.7000% of initial aggregate certificate balances): Class VRR Certificates $15,212,171 acquired by CREFI; Uncertificated VRR Interest $5,042,007 retained by Goldman Sachs Bank USA (GS Bank). In addition, HRR Certificates (Class F‑RR & G‑RR) total $39,232,560 (fair value ≈ 2.3332% of all ABS interests).
• Legal and tax opinions from Orrick, Herrington & Sutcliffe LLP were included with the filing.

Why It Matters

• This filing confirms the securitization closed and the trust is funded: investors now hold the newly issued CMBS certificates backed by the identified mortgage loans. The reported net proceeds indicate the funds used to acquire those loans have been received and deployed.
• The detailed risk‑retention disclosures show how sponsor/originator interests satisfy Regulation RR (credit risk retention) requirements—important for investor protections and alignment of interests. The amounts and percentages provided let investors evaluate the sponsor’s retained exposure relative to the total securities issued.