MSBAML Trust 2025-C35 Details Diverse CMBS Portfolio

TL;DR

**This CMBS trust's 10-K reveals a complex web of commercial real estate loans and servicers, demanding deep due diligence from investors to navigate potential risks.**

AI Summary

Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35, a non-accelerated filer, submitted its 10-K for the fiscal year ended December 31, 2025. The trust is a securitization vehicle for commercial mortgage-backed securities (CMBS). Key assets include the BioMed MIT Portfolio Mortgage Loan, representing approximately 9.95% of the asset pool, the Marriott World Headquarters Mortgage Loan at 8.8%, and the 32 Old Slip - Leased Fee Mortgage Loan at 6.0%. The Honolulu FBI Office Mortgage Loan constitutes 4.6% of the asset pool, while the MIC Parking Portfolio Mortgage Loan and Greene Town Center Mortgage Loan represent 3.9% and 2.1% respectively. The Discovery Business Center Mortgage Loan accounts for 1.8%, and the Ansonia Commercial Condominium Mortgage Loan is 0.7%. Multiple servicers and servicing function participants, including Midland Loan Services, Argentic Services Company LP, Computershare Trust Company, National Association, Park Bridge Lender Services LLC, Rialto Capital Advisors, LLC, Pentalpha Surveillance LLC, Trimont LLC, and Citibank, N.A., are involved in managing these loans, with their compliance assessments detailed in the Exhibit Index. The trust did not report revenue or net income as it is a pass-through entity for securitized loans.

Why It Matters

This 10-K provides crucial transparency into the underlying assets and servicing structure of a significant CMBS trust, Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35. For investors, understanding the composition of the loan pool, such as the 9.95% allocation to the BioMed MIT Portfolio Mortgage Loan, is vital for assessing risk and potential returns. The detailed list of servicers and their compliance reports offers insight into operational integrity, which can impact loan performance and investor confidence. In a competitive market, the performance of these securitized assets can influence broader commercial real estate lending trends and the liquidity of the CMBS market.

Risk Assessment

Risk Level: medium — The risk level is medium due to the inherent complexity and interconnectedness of the CMBS structure, involving multiple pari passu and subordinate loans across various transactions (e.g., BX 2025-LIFE Transaction, BBCMS 2025-C32 Transaction). The reliance on numerous servicers and servicing function participants, such as Midland Loan Services and Argentic Services Company LP, each responsible for specific loan segments, introduces operational risk and potential for coordination challenges, despite compliance assessments being provided.

Analyst Insight

Investors should meticulously review the Exhibit Index for the compliance assessments and attestation reports of all identified servicers and servicing function participants. A deep dive into the performance of the largest loan components, particularly the BioMed MIT Portfolio Mortgage Loan (9.95%) and the Marriott World Headquarters Mortgage Loan (8.8%), is critical to understand the trust's overall health and potential for future distributions.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• 9.95% — BioMed MIT Portfolio Mortgage Loan (percentage of asset pool as of cut-off date)
• 8.8% — Marriott World Headquarters Mortgage Loan (percentage of asset pool as of cut-off date)
• 6.0% — 32 Old Slip - Leased Fee Mortgage Loan (percentage of asset pool as of cut-off date)
• 4.6% — Honolulu FBI Office Mortgage Loan (percentage of asset pool as of cut-off date)
• 3.9% — MIC Parking Portfolio Mortgage Loan (percentage of asset pool as of cut-off date)
• 2.1% — Greene Town Center Mortgage Loan (percentage of asset pool as of cut-off date)
• 1.8% — Discovery Business Center Mortgage Loan (percentage of asset pool as of cut-off date)
• 0.7% — Ansonia Commercial Condominium Mortgage Loan (percentage of asset pool as of cut-off date)
• 333-283510-02 — Commission file number (identifies the issuing entity)
• 2025-C35 — Trust designation (identifies the specific CMBS trust)

Key Players & Entities

• Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35 (company) — issuing entity
• Banc of America Merrill Lynch Commercial Mortgage Inc. (company) — depositor
• Bank of America, National Association (company) — sponsor
• Argentic Real Estate Finance 2 LLC (company) — sponsor
• Morgan Stanley Mortgage Capital Holdings LLC (company) — sponsor
• Citi Real Estate Funding Inc. (company) — sponsor
• Starwood Mortgage Capital LLC (company) — sponsor
• Midland Loan Services, a Division of PNC Bank, National Association (company) — master servicer and primary servicer for multiple loans
• Argentic Services Company LP (company) — special servicer for multiple loans
• Computershare Trust Company, National Association (company) — custodian and certificate administrator

FAQ

Industry Context

The CMBS market involves securitizing commercial real estate loans, creating complex financial instruments for investors. Key trends include evolving interest rate environments impacting loan performance and ongoing regulatory scrutiny of securitization practices. The concentration of assets in specific large loans, as seen with the BioMed MIT Portfolio, can amplify risks for investors.

Regulatory Implications

As a securitization vehicle, the trust is subject to regulations governing financial markets and disclosures. While a non-accelerated filer, adherence to reporting requirements like the 10-K is crucial. The involvement of multiple servicers necessitates robust oversight to ensure compliance with the Pooling and Servicing Agreement and relevant laws.

What Investors Should Do

1. Review the Exhibit Index for detailed compliance assessments of servicers.
2. Analyze the concentration risk within the asset pool.
3. Understand the structure of 'loan combinations' mentioned for specific assets.

Glossary

Non-accelerated filer

A type of filer with less than $75 million in public float, subject to fewer reporting requirements than larger companies. (Indicates the trust has a lower reporting burden and less public scrutiny.)

Securitization vehicle

An entity created to pool assets and issue securities backed by those assets. (This is the core function of the trust, holding CMBS assets.)

Commercial mortgage-backed securities (CMBS)

Securities backed by pools of commercial real estate loans. (Defines the type of assets held by the trust and the market it operates within.)

Asset pool

The collection of loans or other assets that are securitized to back the issued securities. (The composition and concentration of the asset pool are critical to understanding the trust's risk.)

Cut-off date

The date as of which the assets are determined and transferred into the securitization trust. (Establishes the baseline for the percentage ownership of each loan within the asset pool.)

Pass-through entity

An entity that is not taxed at the corporate level; income is passed through to the owners or investors. (Explains why the trust does not report revenue or net income, as it's a conduit for the underlying loans.)

Pooling and Servicing Agreement (PSA)

The primary legal document governing a securitization, outlining the rights and responsibilities of the parties involved, including the servicer. (Details the operational framework for managing the mortgage loans within the trust.)

Pari passu loans

Loans that have equal priority of payment and are treated the same in the event of default. (Indicates that some of the trust's assets are part of larger loan structures where other portions are not owned by the trust.)

Year-Over-Year Comparison

As a pass-through entity for securitized loans, Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35 does not generate revenue or net income, thus year-over-year comparisons of these metrics are not applicable. The filing focuses on the composition of the asset pool and the operational framework, rather than financial performance of the trust itself.

Filing Documents

• bal25c35_10k-2025.htm (10-K) — 159KB
• bal25c35_31.htm (EX-31) — 12KB
• bal25c35_33-1.htm (EX-33.1) — 172KB
• bal25c35_33-2.htm (EX-33.2) — 289KB
• bal25c35_33-3.htm (EX-33.3) — 1420KB
• bal25c35_33-4.htm (EX-33.4) — 3113KB
• bal25c35_33-5.htm (EX-33.5) — 992KB
• bal25c35_33-22.htm (EX-33.22) — 439KB
• bal25c35_33-25.htm (EX-33.25) — 597KB
• bal25c35_33-26.htm (EX-33.26) — 2773KB
• bal25c35_33-30.htm (EX-33.30) — 600KB
• bal25c35_33-32.htm (EX-33.32) — 1239KB
• bal25c35_33-34.htm (EX-33.34) — 86KB
• bal25c35_33-47.htm (EX-33.47) — 118KB
• bal25c35_33-50.htm (EX-33.50) — 147KB
• bal25c35_34-1.htm (EX-34.1) — 9KB
• bal25c35_34-2.htm (EX-34.2) — 9KB
• bal25c35_34-3.htm (EX-34.3) — 11KB
• bal25c35_34-4.htm (EX-34.4) — 11KB
• bal25c35_34-5.htm (EX-34.5) — 693KB
• bal25c35_34-22.htm (EX-34.22) — 9KB
• bal25c35_34-25.htm (EX-34.25) — 7KB
• bal25c35_34-26.htm (EX-34.26) — 10KB
• bal25c35_34-30.htm (EX-34.30) — 13KB
• bal25c35_34-32.htm (EX-34.32) — 10KB
• bal25c35_34-34.htm (EX-34.34) — 8KB
• bal25c35_34-47.htm (EX-34.47) — 7KB
• bal25c35_34-50.htm (EX-34.50) — 12KB
• bal25c35_35-1.htm (EX-35.1) — 144KB
• bal25c35_35-2.htm (EX-35.2) — 109KB
• bal25c35_35-3.htm (EX-35.3) — 999KB
• bal25c35_35-11.htm (EX-35.11) — 546KB
• bal25c35_35-14.htm (EX-35.14) — 2577KB
• 0001888524-26-004994.txt ( ) — 17340KB

financial statements. o

financial statements. o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b). o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes No common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not applicable. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. o Yes o No Not applicable. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Not applicable. DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not applicable. EXPLANATORY NOTES The Honolulu FBI Office Mortgage Loan, which constituted approximately 4.6% of the asset pool of the issuing entity as of its cut-off date, is an asset of the issuing entity and is part of a loan combination that includes the Ho

(a)(2)(iii) of Regulation AB, in the capacities described above,

Item 1108(a)(2)(iii) of Regulation AB, in the capacities described above, because it is servicing mortgage loans that constituted 10% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria, accountants' attestation reports and servicer compliance statements delivered by Rialto Capital Advisors, LLC in the capacities described above are listed in the Exhibit Index. Pentalpha Surveillance LLC is the operating advisor of the 32 Old Slip - Leased Fee Mortgage Loan, the Washington Square Mortgage Loan, the Discovery Business Center Mortgage Loan and the Ansonia Commercial Condominium Mortgage Loan. As a result, Pentalpha Surveillance LLC is a servicing function participant in the capacities described above, because it is servicing mortgage loans that constituted 5% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria and accountants' attestation reports delivered by Pentalpha Surveillance LLC in the capacities described above are listed in the Exhibit Index. Trimont LLC is the primary servicer of the 32 Old Slip - Leased Fee Mortgage Loan, the Washington Square Mortgage Loan and the Ansonia Commercial Condominium Mortgage Loan. As a result, Trimont LLC is a "servicer" as defined in Item 1108(a)(2)(iii) of Regulation AB, in the capacities described above, because it is servicing mortgage loans that constituted 10% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria, accountants' attestation reports and servicer compliance statements delivered by Trimont LLC in the capacities described above are listed in the Exhibit Index. Citibank, N.A. is the custodian of the 32 Old Slip - Leased Fee Mortgage Loan and the Washington Square Mortgage Loan. As a result, Citibank, N.A. is a servicing function participant in the capacities described a

Business

Item 1. Business. Omitted.

Risk Factors

Item 1A. Risk Factors. Omitted.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. None.

Cybersecurity

Item 1C. Cybersecurity. Omitted.

Properties

Item 2. Properties. Omitted.

Legal Proceedings

Item 3. Legal Proceedings. Omitted.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. Not applicable. PART II

Market for Registrant's Common Equity,

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Omitted.

Management's Discussion and Analysis of

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Omitted.

Quantitative and Qualitative Disclosures

Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Omitted.

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data. Omitted.

Changes in and Disagreements With

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Omitted.

Controls and Procedures

Item 9A. Controls and Procedures. Omitted.

Other Information

Item 9B. Other Information. None.

Disclosure Regarding Foreign Jurisdictions

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. PART III

Directors, Executive Officers and Corporate

Item 10. Directors, Executive Officers and Corporate Governance. Omitted.

Executive Compensation

Item 11. Executive Compensation. Omitted.

Security Ownership of Certain Beneficial

Item 12. Security Ownership of Certain Beneficial Omitted.

Certain Relationships and Related

Item 13. Certain Relationships and Related Transactions, and Director Independence. Omitted.

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services. Omitted. ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

(b) of Regulation AB, Significant Obligor

Item 1112(b) of Regulation AB, Significant Obligor Financial Information. No single obligor represents 10% or more of the pool assets held by the issuing entity.

(b)(2) of Regulation AB, Significant Enhancement

Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information. No entity or group of affiliated entities provides any external credit enhancement or other support for the certificates within this transaction as described under Item 1114(a) of Regulation AB.

(b) of Regulation AB, Certain Derivatives

Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information). No entity or group of affiliated entities provides any derivative instruments or other support for the certificates within this transaction as described under Item 1115 of Regulation AB.

of Regulation AB, Legal Proceedings

Item 1117 of Regulation AB, Legal Proceedings. The registrant knows of no material pending legal proceeding involving the trust or any party related to the trust, other than routine litigation incidental to the duties of those respective parties, and the following, with respect to CWCapital Asset Management LLC, as special servicer. From time to time, CWCapital Asset Management LLC, a Delaware limited liability company ("CWCAM"), is a party to lawsuits and other legal proceedings as part of its duties as a special servicer (e.g., enforcement of loan obligations) and/or arising in the ordinary course of business. Other than as set forth in the following paragraphs, there are currently no

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