Servicing Shake-Up, Legal Battles Hit BANK 2021-BNK35 Trust

TL;DR

**This mortgage trust is undergoing a major servicing overhaul and facing indirect legal headwinds, signaling increased operational complexity and potential for future disruptions.**

AI Summary

BANK 2021-BNK35, a mortgage pool, filed its 10-K for the fiscal year ended December 31, 2025, primarily detailing significant changes in its servicing agreements and legal proceedings affecting key participants. The filing indicates no revenue or net income figures as it is a securitization trust. A major business change occurred on March 1, 2025, when Trimont LLC acquired Wells Fargo Bank, National Association's commercial mortgage servicing business, taking over as master, primary, and special servicer for BANK 2021-BNK35 and related Outside Pooling and Servicing Agreements. Additionally, on February 26, 2025, Midland Loan Services replaced Greystone Servicing Company LLC as general special servicer for several mortgage loans within the BANK 2021-BNK34 pool, including Four Constitution Square and 375 Pearl Street. Legal risks include ongoing litigation against Wilmington Trust, National Association, served on February 3, 2026, for alleged breaches of contract and duties related to waterfall payments and servicing transition costs in other asset-backed securitization transactions. Strategic outlook focuses on compliance with Regulation AB, with reports on servicing criteria compliance attached under Item 15.

Why It Matters

This 10-K reveals significant operational shifts within the BANK 2021-BNK35 mortgage pool, with Trimont LLC replacing Wells Fargo Bank, National Association as a key servicer. Investors need to understand these changes as they impact loan administration and potential performance. The ongoing legal challenges against Wilmington Trust, National Association, while not directly against BANK 2021-BNK35, highlight broader systemic risks in the securitization market and could affect investor confidence in trustees. The competitive landscape for mortgage servicing is clearly dynamic, with major players like Wells Fargo divesting segments and new entities like Trimont LLC expanding their footprint, potentially altering service quality and efficiency for underlying assets.

Risk Assessment

Risk Level: medium — The risk level is medium due to significant changes in servicing parties, including Trimont LLC replacing Wells Fargo Bank, National Association as master, primary, and special servicer effective March 1, 2025. Such transitions can introduce operational risks and potential disruptions. Additionally, Wilmington Trust, National Association, a trustee for other securitizations, is facing a civil complaint served on February 3, 2026, for alleged breaches of contract, which, while not directly against this trust, indicates potential systemic risks within the broader securitization ecosystem.

Analyst Insight

Investors should closely monitor the performance of Trimont LLC in its new servicing capacities for BANK 2021-BNK35, as operational efficiency directly impacts asset performance. Furthermore, investors should assess their exposure to other securitizations where Wilmington Trust, National Association acts as trustee, given the ongoing legal proceedings and potential for broader market implications.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$0

net Income

$0

eps

N/A

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• 2025-12-31 — Fiscal Year End Date (The period covered by this 10-K filing.)
• 2025-03-01 — Effective Date of Servicer Change (Trimont LLC replaced Wells Fargo Bank, National Association as servicer.)
• 2025-02-26 — Effective Date of Special Servicer Change (Midland Loan Services replaced Greystone Servicing Company LLC for certain loans.)
• 2026-02-03 — Date of Civil Complaint Service (Wilmington Trust, National Association was served with a civil complaint.)
• 2021-08-01 — Pooling and Servicing Agreement Date (Original date of the BANK 2021-BNK35 pooling and servicing agreement.)

Key Players & Entities

• BANK 2021-BNK35 (company) — issuing entity of the mortgage pool
• Trimont LLC (company) — successor master, primary, and special servicer as of March 1, 2025
• Wells Fargo Bank, National Association (company) — former master, primary, and special servicer; defendant in RMBS litigation
• Midland Loan Services, a Division of PNC Bank, National Association (company) — current general special servicer for BANK 2021-BNK34 mortgage loans as of February 26, 2025
• Greystone Servicing Company LLC (company) — former general special servicer for BANK 2021-BNK34 mortgage loans
• Wilmington Trust, National Association (company) — trustee for BANK 2021-BNK34 and defendant in a civil complaint served February 3, 2026
• Morgan Stanley Capital I Inc. (company) — depositor for BANK 2021-BNK35
• CoreLogic Solutions, LLC (company) — servicing function participant engaged by Wells Fargo and Trimont LLC
• Computershare Trust Company, National Association (company) — engaged to perform certificate administrator, custodian, and trustee roles as of November 1, 2021
• National Cooperative Bank, N.A. (company) — sponsor and NCB master/special servicer for specific loans

FAQ

Risk Factors

• Litigation Against Trustee [high — legal]: Wilmington Trust, National Association was served a civil complaint on February 3, 2026, alleging breaches of contract and duties related to waterfall payments and servicing transition costs in other asset-backed securitization transactions. This litigation could lead to financial penalties and reputational damage.
• Servicer Transition Risks [medium — operational]: On March 1, 2025, Trimont LLC acquired Wells Fargo Bank, National Association's commercial mortgage servicing business, becoming the master, primary, and special servicer for BANK 2021-BNK35. Such transitions can introduce operational disruptions, potential for errors in servicing, and impact the efficiency of loan management.
• Regulation AB Compliance [medium — regulatory]: The filing emphasizes compliance with Regulation AB, with reports on servicing criteria attached under Item 15. Failure to meet these stringent reporting and servicing standards could result in regulatory scrutiny and penalties.

Industry Context

The commercial mortgage-backed securities (CMBS) market, where BANK 2021-BNK35 operates, is characterized by complex securitization structures and reliance on specialized servicers. Recent trends include consolidation among servicing firms and increased regulatory scrutiny under frameworks like Regulation AB. The industry is sensitive to interest rate changes and economic conditions affecting commercial real estate performance.

Regulatory Implications

The filing underscores the critical importance of compliance with Regulation AB, particularly regarding servicing criteria. Any failure to meet these standards could lead to regulatory action. Furthermore, the litigation against Wilmington Trust highlights potential liabilities and the need for robust contractual adherence in servicing agreements.

What Investors Should Do

1. Review the servicing reports attached under Item 15 to assess compliance with Regulation AB servicing criteria.
2. Monitor the ongoing litigation against Wilmington Trust for potential financial implications and impact on trustee duties.
3. Analyze the operational impact of the servicer transition to Trimont LLC and Midland Loan Services on loan performance and reporting accuracy.
4. Understand the specific loans affected by the special servicer change on February 26, 2025, and their current status.

Key Dates

• 2025-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K filing.
• 2025-03-01: Servicer Change Effective Date — Trimont LLC took over as master, primary, and special servicer, indicating a significant operational shift.
• 2025-02-26: Special Servicer Change Effective Date — Midland Loan Services replaced Greystone Servicing Company LLC for specific loans, impacting servicing continuity for those assets.
• 2026-02-03: Civil Complaint Served on Wilmington Trust — Highlights a significant legal risk involving alleged breaches of contract and duties, potentially impacting the trustee's role and financial stability.
• 2021-08-01: Pooling and Servicing Agreement Date — Establishes the foundational agreement governing the mortgage pool's operations and servicing.

Glossary

Securitization Trust

A legal entity created to pool assets, such as mortgages, and issue securities backed by the cash flows from those assets. (BANK 2021-BNK35 is a securitization trust and does not generate revenue or net income directly; its purpose is to hold and manage the underlying mortgage pool.)

Pooling and Servicing Agreement (PSA)

A contract that outlines the terms and conditions under which a pool of assets is securitized and serviced, including the duties of the servicer and trustee. (The filing details changes in servicers for the BANK 2021-BNK35 and related Outside Pooling and Servicing Agreements, highlighting the importance of these agreements.)

Master Servicer

The primary entity responsible for the day-to-day administration of a pool of loans, including collecting payments, managing escrow accounts, and reporting to investors. (Trimont LLC's appointment as master servicer signifies a key change in the operational management of the mortgage pool.)

Special Servicer

An entity responsible for managing defaulted or specially serviced loans, often involving loan modifications, foreclosure, or other loss mitigation strategies. (The changes in special servicers for BANK 2021-BNK35 and related pools indicate potential or actual distress in some of the underlying mortgage loans.)

Regulation AB

A set of rules issued by the SEC governing the reporting and disclosure requirements for asset-backed securities. (The filing emphasizes compliance with Regulation AB, indicating the importance of transparency and standardized reporting for investors in this securitization.)

Waterfall Payments

A distribution structure in securitization that dictates the priority of payments to different tranches of securities based on cash flows from the underlying assets. (Allegations of breaches related to waterfall payments in the litigation against Wilmington Trust highlight a critical aspect of the securitization structure and potential disputes.)

Year-Over-Year Comparison

As BANK 2021-BNK35 is a securitization trust, traditional financial metrics like revenue and net income are not applicable and were not disclosed in the prior filing. The primary focus of this 10-K is on changes in servicing agreements and legal proceedings, rather than year-over-year financial performance. Key changes include the significant servicer transitions on March 1, 2025, and February 26, 2025, and the new legal action initiated against Wilmington Trust, National Association, which were not present in the previous filing.

Filing Documents

• msc21b35_10k-2025.htm (10-K) — 117KB
• msc21b35_31.htm (EX-31) — 18KB
• msc21b35_33-1.htm (EX-33.1) — 357KB
• msc21b35_33-2.htm (EX-33.2) — 1420KB
• msc21b35_33-3.htm (EX-33.3) — 703KB
• msc21b35_33-4.htm (EX-33.4) — 3113KB
• msc21b35_33-5.htm (EX-33.5) — 600KB
• msc21b35_33-6.htm (EX-33.6) — 626KB
• msc21b35_33-7.htm (EX-33.7) — 118KB
• msc21b35_33-8.htm (EX-33.8) — 2773KB
• msc21b35_33-10.htm (EX-33.10) — 992KB
• msc21b35_33-11.htm (EX-33.11) — 86KB
• msc21b35_33-15.htm (EX-33.15) — 172KB
• msc21b35_33-16.htm (EX-33.16) — 264KB
• msc21b35_34-1.htm (EX-34.1) — 14KB
• msc21b35_34-2.htm (EX-34.2) — 11KB
• msc21b35_34-3.htm (EX-34.3) — 14KB
• msc21b35_34-4.htm (EX-34.4) — 11KB
• msc21b35_34-5.htm (EX-34.5) — 13KB
• msc21b35_34-6.htm (EX-34.6) — 10KB
• msc21b35_34-7.htm (EX-34.7) — 9KB
• msc21b35_34-8.htm (EX-34.8) — 10KB
• msc21b35_34-10.htm (EX-34.10) — 693KB
• msc21b35_34-11.htm (EX-34.11) — 8KB
• msc21b35_34-15.htm (EX-34.15) — 9KB
• msc21b35_34-16.htm (EX-34.16) — 89KB
• msc21b35_35-1.htm (EX-35.1) — 1896KB
• msc21b35_35-2.htm (EX-35.2) — 2593KB
• msc21b35_35-3.htm (EX-35.3) — 1558KB
• msc21b35_35-4.htm (EX-35.4) — 1806KB
• msc21b35_35-5.htm (EX-35.5) — 2577KB
• msc21b35_35-6.htm (EX-35.6) — 2224KB
• msc21b35_35-7.htm (EX-35.7) — 79KB
• msc21b35_35-8.htm (EX-35.8) — 1086KB
• msc21b35_35-12.htm (EX-35.12) — 290KB
• msc21b35_35-13.htm (EX-35.13) — 102KB
• 0001888524-26-005021.txt ( ) — 26462KB

financial statements

financial statements. Not applicable. 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). Not applicable. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ___ No X 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. 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 BANK 2021-BNK35 mortgage pool includes the following mortgage loans, each of which is serviced pursuant to a separate pooling and servicing agreement (each, an "Outside Pooling and Servicing Agreement"

Financial Statements and

Financial Statements and Supplementary Data. Omitted. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Omitted. Item 9A.

Controls and Procedures

Controls and Procedures. Omitted. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. PART III Item 10. Directors, Executive Officers and Corporate Governance. Omitted. Item 11.

Executive Compensation

Executive Compensation. Omitted. Item 12.

Security Ownership of

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Omitted. Item 13. Certain Relationships and Related Transactions, and Director Independence. Omitted. Item 14. Principal Accountant Fees and Services. Omitted. ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB Item 1112(b) of Regulation AB, Significant Obligor Financial Information. Not applicable. Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information. No entity or group of affiliated entities provides any enhancement or other support for the certificates as described under Item 1114 (a) of Regulation AB. Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information). No entity or group of affiliated entities provides any derivative instruments for the certificates as described under Item 1115 of Regulation AB. Item 1117 of Regulation AB, Legal Proceedings. The registrant knows of no legal proceeding pending against the sponsors, depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of Regulation AB, originator contemplated by Item 1110(b) of Regulation AB, or other party contemplated by Item 1100(d)(1) of Regulation AB, or of which any property of the foregoing is the subject, that is material to security holders, other than as follows: In December 2014, Phoenix Light SF Limited (Phoenix Light) and certain related entities filed a complaint in the United States District Court for the Southern District of New York alleging claims against Wells Fargo Bank, N.A., in its capacity as trustee for a number of residential mortgage-backed securities (RMBS) trusts. Complaints raising similar allegations have been filed by Commerzbank AG in the Southern District of New York, IKB International and IKB Deutsche Industriebank (together, IKB) in New York state court, and Park Royal I LLC and Park Royal II LLC in New York state court. In each case, the plaintiffs allege that W

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