CMBS Trust Grapples with Servicer Shifts, Trustee Lawsuits

TL;DR

**Avoid this CMBS trust; ongoing lawsuits against key trustees and servicers signal significant hidden risks and potential future losses.**

AI Summary

The Citigroup Commercial Mortgage Trust 2018-C5 10-K filing for the fiscal year ended December 31, 2025, primarily details changes in servicing arrangements and ongoing legal proceedings affecting key participants, rather than traditional revenue or net income figures for the trust itself. The DreamWorks Campus mortgage loan was omitted as it was not an asset during the reporting period. The Oak Portfolio mortgage loan, representing approximately 2.3% of the initial pool balance, saw Midland Loan Services replaced by K-Star Asset Management LLC as special servicer effective May 10, 2023. The 636 11th Avenue mortgage loan, which constituted about 9.7% of the initial pool balance, had Trimont LLC succeed Wells Fargo Bank, National Association, as master servicer on March 1, 2025. Wilmington Trust, National Association, as trustee, is defending a civil complaint filed February 3, 2026, for unspecified damages related to alleged breaches of contract concerning Tricolor Holdings, LLC asset-backed securitization transactions. U.S. Bank National Association, a servicing function participant, is also defending multiple lawsuits, including one filed March 9, 2018, regarding student loan-backed securities, alleging misconduct concerning trust administration and special servicing.

Why It Matters

This filing highlights significant operational and legal risks within the commercial mortgage-backed securities (CMBS) market, particularly for investors in the Citigroup Commercial Mortgage Trust 2018-C5. Changes in key servicers like Midland Loan Services and Wells Fargo Bank, National Association, to K-Star Asset Management LLC and Trimont LLC, respectively, can impact loan performance and investor returns due to differing servicing strategies. The ongoing lawsuits against Wilmington Trust, National Association, and U.S. Bank National Association, alleging breaches of contract and duties, introduce counterparty risk and could lead to substantial financial liabilities, potentially affecting the trust's distributions and the broader market's perception of trustee oversight in securitized products. This competitive context underscores the importance of robust due diligence on all parties involved in CMBS transactions.

Risk Assessment

Risk Level: high — The risk level is high due to multiple ongoing legal proceedings against key servicing function participants and the trustee. Wilmington Trust, National Association, is facing a civil complaint filed February 3, 2026, for unspecified damages related to alleged breaches of contract, which could result in significant financial liabilities. U.S. Bank National Association is defending several lawsuits, including the NCMSLT Action filed March 9, 2018, concerning student loan-backed securities, alleging misconduct in trust administration and special servicing, indicating systemic issues in their trustee roles.

Analyst Insight

Investors should conduct immediate due diligence on the specific mortgage loans within the Citigroup Commercial Mortgage Trust 2018-C5, particularly the Oak Portfolio and 636 11th Avenue loans, given the recent servicer changes. Consider the potential impact of the ongoing litigation against Wilmington Trust, National Association, and U.S. Bank National Association on the trust's cash flows and the stability of its servicing arrangements. A cautious approach, potentially involving divestment or hedging, is warranted until these legal uncertainties are resolved.

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

• 2.3% — Initial pool balance represented by Oak Portfolio mortgage loan (Significant asset with a change in special servicer to K-Star Asset Management LLC on May 10, 2023.)
• 9.7% — Initial pool balance represented by 636 11th Avenue mortgage loan (Significant asset with a change in master servicer to Trimont LLC on March 1, 2025.)
• 2025-12-31 — Fiscal year end (Reporting period for the 10-K filing.)
• 2026-02-03 — Date of civil complaint against Wilmington Trust, National Association (Indicates recent and ongoing legal risk for the trustee.)
• 2018-03-09 — Date of NCMSLT Action against U.S. Bank National Association (Highlights long-standing legal challenges for a key servicing function participant.)

Key Players & Entities

• Citigroup Commercial Mortgage Trust 2018-C5 (company) — issuing entity
• Wilmington Trust, National Association (company) — trustee facing civil complaint
• U.S. Bank National Association (company) — servicing function participant facing multiple lawsuits
• K-Star Asset Management LLC (company) — successor special servicer for Oak Portfolio mortgage loan
• Trimont LLC (company) — successor master servicer for 636 11th Avenue mortgage loan
• Midland Loan Services (company) — terminated special servicer for Oak Portfolio mortgage loan
• Wells Fargo Bank, National Association (company) — succeeded master servicer for 636 11th Avenue mortgage loan
• Tricolor Holdings, LLC (company) — subject of asset-backed securitization transactions related to WTNA lawsuit
• The National Collegiate Student Loan Master Trust I (company) — plaintiff in lawsuit against U.S. Bank National Association
• Citigroup Commercial Mortgage Securities Inc. (company) — depositor

FAQ

Risk Factors

• Ongoing litigation against trustee [medium — legal]: Wilmington Trust, National Association, as trustee, is defending a civil complaint filed on February 3, 2026, for unspecified damages related to alleged breaches of contract concerning Tricolor Holdings, LLC asset-backed securitization transactions. This indicates potential financial and reputational risk for the trustee, which could impact trust administration.
• Lawsuits against U.S. Bank National Association [medium — legal]: U.S. Bank National Association, a participant in servicing functions, is defending multiple lawsuits, including one filed on March 9, 2018, concerning student loan-backed securities. Allegations include misconduct related to trust administration and special servicing, highlighting potential operational and legal risks for key service providers.
• Servicer changes impacting loan management [low — operational]: The Oak Portfolio loan (2.3% of initial pool) experienced a special servicer change from Midland Loan Services to K-Star Asset Management LLC on May 10, 2023. Additionally, the 636 11th Avenue loan (9.7% of initial pool) had Trimont LLC succeed Wells Fargo Bank, National Association, as master servicer on March 1, 2025. These transitions can introduce operational complexities and potential disruptions in loan servicing.

Industry Context

The commercial mortgage-backed securities (CMBS) market is characterized by complex legal structures and a reliance on specialized servicers to manage diverse loan portfolios. Servicer transitions and ongoing litigation are common occurrences that can impact asset performance and investor confidence. The industry is sensitive to changes in interest rates, economic conditions, and regulatory scrutiny, all of which can affect loan performance and the value of securitized assets.

Regulatory Implications

The litigation involving Wilmington Trust and U.S. Bank National Association highlights potential regulatory scrutiny related to trust administration and compliance with securitization agreements. Changes in servicing arrangements also require careful adherence to regulatory requirements and contractual obligations to avoid further legal complications or penalties.

What Investors Should Do

1. Monitor servicer transitions closely.
2. Assess the impact of ongoing litigation.
3. Review the Pooling and Servicing Agreements (PSAs).

Key Dates

• 2023-05-10: K-Star Asset Management LLC becomes special servicer for Oak Portfolio loan — Indicates a change in management for a significant loan (2.3% of initial pool), potentially affecting its servicing and recovery.
• 2025-03-01: Trimont LLC succeeds Wells Fargo Bank, National Association as master servicer for 636 11th Avenue loan — Marks a servicer transition for a substantial loan (9.7% of initial pool), which could impact operational continuity.
• 2025-12-31: Fiscal year end — The reporting period for the 10-K filing, detailing the trust's status and any material changes.
• 2026-02-03: Civil complaint filed against Wilmington Trust, National Association — Highlights recent legal challenges faced by the trustee, posing potential risks to the trust's operations and financial stability.
• 2018-03-09: NCMSLT Action filed against U.S. Bank National Association — Represents a long-standing legal issue for a key servicing participant, underscoring persistent operational and legal risks.

Glossary

Pooling and Servicing Agreement (PSA)

A legal contract that outlines the terms and conditions under which a pool of mortgage loans is securitized and serviced. It details the roles and responsibilities of various parties involved, including the depositor, master servicer, special servicer, and trustee. (This is the foundational document governing the CGCMT 2018-C5 trust and its assets, and changes or disputes related to it are critical.)

Master Servicer

The entity responsible for the day-to-day administration of mortgage loans in a securitized pool, including collecting payments, managing escrow accounts, and remitting payments to the trustee. (Changes in the master servicer, such as the transition for the 636 11th Avenue loan, can affect the operational efficiency and oversight of the loan pool.)

Special Servicer

An entity appointed to manage mortgage loans that are delinquent, in default, or otherwise in distress. Their role involves workout strategies, foreclosures, and maximizing recovery for the trust. (Changes in special servicers, like the one for the Oak Portfolio loan, are significant as they directly impact the management of troubled assets.)

Trustee

A financial institution appointed to hold the trust assets (mortgage loans) for the benefit of the certificate holders. The trustee oversees the actions of other parties and ensures compliance with the PSA. (Wilmington Trust, National Association, as trustee, is involved in litigation, which directly impacts the governance and stability of the trust.)

Asset-Backed Securitization

A financial process where assets, such as mortgage loans, are pooled together and sold to investors in the form of securities. This process transfers the risk of the assets from the originator to the investors. (The legal complaint against Wilmington Trust relates to alleged breaches of contract in such transactions, highlighting the complex legal framework of securitization.)

Year-Over-Year Comparison

This 10-K filing for Citigroup Commercial Mortgage Trust 2018-C5 appears to be a limited update, focusing primarily on changes in servicing arrangements and ongoing legal proceedings rather than traditional financial performance metrics. Unlike a typical filing that would detail revenue, net income, and asset growth, this report omits key financial sections. The primary focus is on operational shifts, such as servicer changes for the Oak Portfolio and 636 11th Avenue loans, and legal challenges involving the trustee and a key servicing participant. There is no comparative financial data provided to assess year-over-year changes in revenue or profitability.

Filing Documents

• 2018-c5_-_10-k_-2025.htm (10-K) — 209KB
• ck0001740450-ex31.htm (EX-31) — 7KB
• ck0001740450-ex33_1.htm (EX-33.1) — 118KB
• ck0001740450-ex33_1a.htm (EX-33.1A) — 135KB
• ck0001740450-ex33_2.htm (EX-33.2) — 2021KB
• ck0001740450-ex33_3.htm (EX-33.3) — 593KB
• ck0001740450-ex33_4.htm (EX-33.4) — 38KB
• ck0001740450-ex33_5.htm (EX-33.5) — 114KB
• ck0001740450-ex33_8.htm (EX-33.8) — 1123KB
• ck0001740450-ex33_11.htm (EX-33.11) — 208KB
• ck0001740450-ex33_12a.htm (EX-33.12A) — 1076KB
• ck0001740450-ex33_12b.htm (EX-33.12B) — 1017KB
• ck0001740450-ex33_13.htm (EX-33.13) — 170KB
• ck0001740450-ex33_15a.htm (EX-33.15A) — 1221KB
• ck0001740450-ex33_15b.htm (EX-33.15B) — 1989KB
• ck0001740450-ex33_16.htm (EX-33.16) — 136KB
• ck0001740450-ex34_1.htm (EX-34.1) — 11KB
• ck0001740450-ex34_1a.htm (EX-34.1A) — 16KB
• ck0001740450-ex34_2.htm (EX-34.2) — 14KB
• ck0001740450-ex34_3.htm (EX-34.3) — 6KB
• ck0001740450-ex34_4.htm (EX-34.4) — 15KB
• ck0001740450-ex34_5.htm (EX-34.5) — 11KB
• ck0001740450-ex34_8.htm (EX-34.8) — 979KB
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• ck0001740450-ex34_12a.htm (EX-34.12A) — 16KB
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• ck0001740450-ex34_13.htm (EX-34.13) — 9KB
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• ck0001740450-ex34_16.htm (EX-34.16) — 13KB
• ck0001740450-ex35_1.htm (EX-35.1) — 190KB
• ck0001740450-ex35_2.htm (EX-35.2) — 1906KB
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• 0001193125-26-133203.txt ( ) — 15608KB

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

[Reserved]

Item 6. [Reserved] Omitted.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Quantitative and Qualitative Disclosures About Market Risk

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 Accountants on Accounting and Financial Disclosure

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 that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III

Directors, Executive Officers and Corporate Governance

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

Executive Compensation

Item 11. Executive Compensation. Omitted.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Omitted.

Certain Relationships and Related Transactions, and Director Independence

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 REQUIRED BY GENERAL INSTRUCTION J(2)

(b) of Regulation AB

Item 1112(b) of Regulation AB No mortgage loan in the pool assets for Citigroup Commercial Mortgage Trust 2018-C5 constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB.

(b)(2) and Item 1115(b) of Regulation AB

Item 1114(b)(2) and Item 1115(b) of Regulation AB No entity or group of affiliated entities provides any external credit enhancement, uses any derivative instruments or other support for the certificates within this transaction.

of Regulation AB

Item 1117 of Regulation AB Disclosure from Wilmington Trust, National Association (“WTNA”) (i) as trustee, (ii) as trustee for the Oak Portfolio mortgage loan under the Benchmark 2018-B3, and (iii) as trustee for the 636 11th Avenue mortgage loan under the Benchmark 2018-B4 PSA: On February 3, 2026, certain investors served WTNA with a civil complaint, filed in the Supreme Court of the State of New York, County of New York, for an unspecified amount of damages arising from alleged breaches of contract and duties related to WTNA’s roles as custodian and indenture trustee for certain Tricolor Holdings, LLC asset-backed securitization transactions. The plaintiffs generally assert causes of action related to WTNA’s purported failure to comply with certain provisions related to waterfall payments, servicing transition costs and post-event of default duties and related to WTNA’s purported failure to perform certain actions as custodian with respect to the related receivables. WTNA intends to vigorously defend itself against this legal action. Disclosure from U.S. Bank National Association (“U.S. Bank”) (i) as servicing function participant and (ii) as servicing function participant under the Benchmark 2018-B3 PSA pursuant to which the Oak Portfolio mortgage loan is serviced: U.S. Bank and other large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential mortgage backed securities (“RMBS”) trusts. The complaints, primarily filed by investors or investor groups against U.S. Bank and similar institutions, allege the trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trusts. Plaintiffs generally assert causes of action based upon the trustees’ purported failures to enforce repurchase obligations of mortgage loan sellers

of Regulation AB

Item 1119 of Regulation AB Provided previously in the prospectus of the Registrant relating to the issuing entity and filed on June 21, 2018 pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended.

of Regulation AB

Item 1122 of Regulation AB The reports on assessment of compliance with servicing criteria for asset-backed securities and related attestation reports are attached hereto under Item 15.

of Regulation AB

Item 1123 of Regulation AB The servicer compliance statements are attached hereto under Item 15. PART IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules. (a) List the following documents filed as a part of the report: (1) Not Applicable (2) Not Applicable (3) Exhibits listed below are either included or incorporated by reference as indicated below: Exhibit Number Description 4.1 Pooling and Servicing Agreement, dated as of June 1, 2018 (the “CGCMT 2018-C5 PSA”), by and among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, KeyBank National Association, as special servicer, Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer, Citibank, N.A., as certificate administrator, and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K dated June 21, 2018, and filed by the registrant on June 21, 2018 under Commission File No. 333-207132-18, and is incorporated by reference herein). 4.2 Pooling and Servicing Agreement, dated as of March 1, 2018 (the “UBS 2018-C9 PSA”), by and among UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Situs Holdings, LLC (as successor to AEGON USA Realty Advisors, LLC), as DreamWorks Campus special servicer, Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer, and Wells Fargo Bank, National Association, as certificate administrator and trustee (filed as Exhibit 4.2 to the registrant’s Current Report on Form 8-K dated June 21, 2018, and filed by the registrant on June 21, 2018 under Commission File No. 333-207132-18, and is incorporated by reference herein). (omitted; see Explanatory Note #1) 4.3 Pooling and Servicing Agreement, dated as of April 1, 2018 (the “Benchmark 2018-B3 PSA”), by and am

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