BMO 2022-C1 Trust Faces Legal Challenge; Servicing Roles Shift

TL;DR

BMO 2022-C1 Mortgage Trust's 10-K reveals a new lawsuit against its trustee, Wilmington Trust, and significant servicer changes, signaling potential operational headwinds for this CMBS vehicle.

AI Summary

BMO 2022-C1 Mortgage Trust, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, indicating no significant obligors or external credit enhancements. The trust is a non-accelerated filer and has met all Section 13 or 15(d) filing requirements. Key changes include Trimont LLC succeeding Wells Fargo Bank, National Association as master servicer for the 601 Lexington Avenue mortgage loan as of March 1, 2025, and for the Wyndham National Hotel Portfolio mortgage loan on the same date. Several mortgage loans, including Coleman Highline Phase IV (3.7% of initial pool balance), AMF Portfolio (3.6%), 601 Lexington Avenue (3.6%), Hudson Commons (3.6%), Bedrock Portfolio (3.6%), IPCC National Storage Portfolio XV (3.6%), 2 Riverfront Plaza (3.3%), and Meadowood Mall (1.6%), are part of loan combinations with companion loans held outside the issuing entity. Wilmington Trust, National Association, as trustee, is facing a civil complaint filed on February 3, 2026, for unspecified damages related to alleged breaches of contract and duties in Tricolor Holdings, LLC asset-backed securitization transactions.

Why It Matters

This 10-K provides critical transparency for investors in BMO 2022-C1 Mortgage Trust, detailing the structure of its commercial mortgage-backed securities (CMBS) and recent operational changes. The legal action against Wilmington Trust, National Association, a key trustee, introduces potential counterparty risk, which could impact the trust's operations and investor confidence, especially given its role across multiple significant mortgage loans. The shift in master servicer for major assets like 601 Lexington Avenue and Wyndham National Hotel Portfolio to Trimont LLC could alter servicing performance and risk management, affecting the underlying collateral's stability and the trust's overall health. This competitive landscape in CMBS servicing highlights the importance of robust oversight and clear contractual obligations.

Risk Assessment

Risk Level: medium — The risk level is medium due to the civil complaint filed against Wilmington Trust, National Association, a trustee for several significant mortgage loans within the trust, including Coleman Highline Phase IV and AMF Portfolio. This legal action, filed on February 3, 2026, alleges breaches of contract and duties, which could impact the trust's operational stability and introduce unforeseen liabilities. Additionally, the reliance on multiple servicers and the exclusion of certain servicer compliance statements for parties servicing less than 10% of pool assets, as per Explanatory Note 10, could lead to fragmented oversight.

Analyst Insight

Investors should closely monitor the legal proceedings against Wilmington Trust, National Association, as the outcome could affect the trust's ability to manage its assets effectively. Evaluate the implications of the servicer changes to Trimont LLC for the 601 Lexington Avenue and Wyndham National Hotel Portfolio mortgage loans, considering their potential impact on loan performance and investor returns.

Financial Highlights

debt To Equity

Not Disclosed

revenue

Not Disclosed

operating Margin

Not Disclosed

total Assets

Not Disclosed

total Debt

Not Disclosed

net Income

Not Disclosed

eps

Not Disclosed

gross Margin

Not Disclosed

cash Position

Not Disclosed

revenue Growth

Not Disclosed

Key Numbers

• 3.7% — initial pool balance (represented by Coleman Highline Phase IV mortgage loan)
• 3.6% — initial pool balance (represented by AMF Portfolio mortgage loan)
• 3.6% — initial pool balance (represented by 601 Lexington Avenue mortgage loan)
• 3.6% — initial pool balance (represented by Hudson Commons mortgage loan)
• 3.6% — initial pool balance (represented by Bedrock Portfolio mortgage loan)
• 3.6% — initial pool balance (represented by IPCC National Storage Portfolio XV mortgage loan)
• 3.3% — initial pool balance (represented by 2 Riverfront Plaza mortgage loan)
• 1.7% — initial pool balance (represented by Wyndham National Hotel Portfolio mortgage loan)
• 1.6% — initial pool balance (represented by Meadowood Mall mortgage loan)
• 2025-12-31 — fiscal year end (for which the 10-K was filed)

Key Players & Entities

• BMO 2022-C1 Mortgage Trust (company) — issuing entity
• Wilmington Trust, National Association (company) — trustee facing civil complaint
• Trimont LLC (company) — succeeded Wells Fargo as master servicer
• Wells Fargo Bank, National Association (company) — former master servicer
• Coleman Highline Phase IV (company) — mortgage loan representing 3.7% of initial pool balance
• AMF Portfolio (company) — mortgage loan representing 3.6% of initial pool balance
• 601 Lexington Avenue (company) — mortgage loan representing 3.6% of initial pool balance
• Hudson Commons (company) — mortgage loan representing 3.6% of initial pool balance
• Bedrock Portfolio (company) — mortgage loan representing 3.6% of initial pool balance
• IPCC National Storage Portfolio XV (company) — mortgage loan representing 3.6% of initial pool balance

FAQ

Risk Factors

• Trustee Facing Civil Complaint [medium — legal]: Wilmington Trust, National Association, as trustee, is involved in a civil complaint filed on February 3, 2026. The complaint alleges unspecified damages related to breaches of contract and duties in Tricolor Holdings, LLC asset-backed securitization transactions.
• Master Servicer Change [low — operational]: Trimont LLC succeeded Wells Fargo Bank, National Association as master servicer for the 601 Lexington Avenue mortgage loan and the Wyndham National Hotel Portfolio mortgage loan as of March 1, 2025. This change in a key service provider could introduce operational adjustments.
• Loan Combinations with Companion Loans [medium — financial]: Several significant mortgage loans, including Coleman Highline Phase IV (3.7% of initial pool balance), AMF Portfolio (3.6%), 601 Lexington Avenue (3.6%), Hudson Commons (3.6%), Bedrock Portfolio (3.6%), and IPCC National Storage Portfolio XV (3.6%), are part of loan combinations. These involve companion loans held outside the issuing entity, which may affect the overall risk profile and servicing dynamics.

Industry Context

The commercial mortgage-backed securities (CMBS) market, where BMO 2022-C1 Mortgage Trust operates, is characterized by complex financial structures and a reliance on specialized servicers. The industry is sensitive to interest rate changes, economic conditions affecting commercial real estate, and regulatory scrutiny. Trends include the increasing use of loan combinations and the ongoing evolution of servicing standards.

Regulatory Implications

The civil complaint against the trustee, Wilmington Trust, National Association, highlights potential legal and compliance risks within the securitization industry. While the trust itself is a non-accelerated filer, any adverse outcome from the lawsuit could indirectly impact investor confidence and the operational stability of the trust.

What Investors Should Do

1. Monitor the outcome of the civil complaint against Wilmington Trust, National Association.
2. Assess the operational impact of the master servicer change to Trimont LLC.
3. Evaluate the risk profile of loans structured as 'loan combinations'.

Key Dates

• 2025-03-01: Trimont LLC becomes master servicer — Change in a key operational role for significant mortgage loans, potentially impacting servicing and administration.
• 2026-02-03: Civil complaint filed against Trustee — Legal action against the trustee could introduce uncertainty and potential financial implications for the trust or its stakeholders.
• 2025-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K filing.

Glossary

Securitization Entity

A legal entity created to pool assets and issue securities backed by the cash flows from those assets. (BMO 2022-C1 Mortgage Trust is structured as a securitization entity.)

Non-accelerated Filer

A smaller reporting company that meets certain criteria and is subject to fewer SEC filing requirements. (Indicates BMO 2022-C1 Mortgage Trust is a smaller entity with reduced disclosure obligations.)

Master Servicer

The entity responsible for the day-to-day administration of a pool of loans, including collecting payments and managing borrower interactions. (The change in master servicer for key loans is a significant operational event.)

Loan Combination

A scenario where a mortgage loan within the issuing entity is part of a larger loan structure that includes companion loans held by other parties. (Several loans in the pool are structured this way, affecting their overall risk and servicing.)

Companion Loan

A loan that is part of a larger loan structure but is held by an entity separate from the primary issuing entity. (These exist alongside loans within the trust, creating a more complex financial arrangement.)

Trustee

A financial institution appointed to hold and manage assets on behalf of bondholders or beneficiaries in a trust structure. (The trustee is facing legal action, which is a material event for the trust.)

Year-Over-Year Comparison

As this is the initial analysis of the 10-K for the fiscal year ended December 31, 2025, a direct comparison to a previous filing is not possible. However, the filing indicates the trust is a non-accelerated filer and has met its filing requirements. Key events include a change in master servicer and a significant legal action against the trustee, which represent new developments to monitor.

Filing Documents

• bmo22c01_10k-2025.htm (10-K) — 145KB
• bmo22c01_31.htm (EX-31) — 6KB
• bmo22c01_33-1.htm (EX-33.1) — 2773KB
• bmo22c01_33-2.htm (EX-33.2) — 118KB
• bmo22c01_33-4.htm (EX-33.4) — 991KB
• bmo22c01_33-5.htm (EX-33.5) — 992KB
• bmo22c01_33-6.htm (EX-33.6) — 1420KB
• bmo22c01_33-7.htm (EX-33.7) — 3113KB
• bmo22c01_33-8.htm (EX-33.8) — 135KB
• bmo22c01_33-9.htm (EX-33.9) — 151KB
• bmo22c01_33-15.htm (EX-33.15) — 177KB
• bmo22c01_33-16.htm (EX-33.16) — 597KB
• bmo22c01_33-19.htm (EX-33.19) — 626KB
• bmo22c01_33-20.htm (EX-33.20) — 600KB
• bmo22c01_33-21.htm (EX-33.21) — 86KB
• bmo22c01_33-30.htm (EX-33.30) — 172KB
• bmo22c01_33-36.htm (EX-33.36) — 439KB
• bmo22c01_33-45.htm (EX-33.45) — 703KB
• bmo22c01_34-1.htm (EX-34.1) — 10KB
• bmo22c01_34-2.htm (EX-34.2) — 7KB
• bmo22c01_34-4.htm (EX-34.4) — 9KB
• bmo22c01_34-5.htm (EX-34.5) — 693KB
• bmo22c01_34-6.htm (EX-34.6) — 11KB
• bmo22c01_34-7.htm (EX-34.7) — 11KB
• bmo22c01_34-8.htm (EX-34.8) — 7KB
• bmo22c01_34-9.htm (EX-34.9) — 10KB
• bmo22c01_34-15.htm (EX-34.15) — 9KB
• bmo22c01_34-16.htm (EX-34.16) — 7KB
• bmo22c01_34-19.htm (EX-34.19) — 10KB
• bmo22c01_34-20.htm (EX-34.20) — 13KB
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• bmo22c01_34-30.htm (EX-34.30) — 9KB
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• bmo22c01_34-45.htm (EX-34.45) — 14KB
• bmo22c01_35-1.htm (EX-35.1) — 1086KB
• bmo22c01_35-2.htm (EX-35.2) — 232KB
• bmo22c01_35-4.htm (EX-35.4) — 999KB
• bmo22c01_35-5.htm (EX-35.5) — 6KB
• bmo22c01_35-9.htm (EX-35.9) — 860KB
• bmo22c01_35-12.htm (EX-35.12) — 54KB
• 0001888524-26-006573.txt ( ) — 17317KB

financial statements. ___

financial statements. ___ 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). ___ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ___ No X 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. 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 1. The Coleman Highline Phase IV mortgage loan, which represented approximately 3.7% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing enti

below)

Item 15 below). 8. The Meadowood Mall mortgage loan, which represented approximately 1,6% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The Meadowood Mall mortgage loan and each of the related companion loan(s) are serviced pursuant to the 3650R 2022-PF2 PSA (as defined in Item 15 below). 9. Pursuant to Instruction 3 to Item 1122 of Regulation AB, the report on assessment of compliance with servicing criteria and attestation report on assessment of compliance with servicing criteria of 3650 REIT Loan Servicing LLC, as special servicer for the Meadowood Mall mortgage loan under the 3650R 2022-PF2 PSA is not included in this report on Form 10-K because 3650 REIT Loan Servicing LLC performed activities that address the servicing criteria specified in Item 1122(d) of Regulation AB with respect to 5% or less of the pool assets of the issuing entity. This annual report on Form 10-K does not include the reports on assessment of compliance with servicing criteria and attestation reports on assessment of compliance with servicing criteria of (i) Computershare Trust Company, National Association as certificate administrator under the COLEM 2022-HLNE TSA, the BBCMS 2021-C12 PSA, the BXP Trust 2021-601L TSA, the COMM 2022-HC TSA, the BMARK 2022-B32 PSA, the BBCMS 2022-C15 PSA and the 3650R 2022-PF2 PSA and (ii) Wells Fargo Bank, National Association, as certificate administrator under the UBS 2019-C18 PSA, because the certificate administrator under each such pooling and servicing agreement or trust and servicing agreement, as applicable, does not perform any activities that address the servicing criteria specified in Item 1122(d) of Regulation AB with respect to the issuing entity. This annual report on Form 10-K does not include the report on assessment of compliance with servicing criteria and

Selected Financial Data

Selected Financial Data. Omitted. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Omitted. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Omitted. Item 8.

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. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. Omitted. Item 11.

Executive Compensation

Executive Compensation. Omitted. Item 12.

Security Ownership of Certain

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 Accounting Fees and Services. Omitted. ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB Item 1112(b) of Regulation AB, Significant Obligor Financial Information. With respect to the pool assets for BMO 2022-C1 Mortgage Trust, there are no significant obligors within the meaning of Item 1101(k) of Regulation AB. Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information. 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. Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information). 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. Item 1117 of Regulation AB, Legal Proceedings. Disclosure from Wilmington Trust, National Association ("WTNA") (i) as trustee, (ii) as trustee under the COLEM 2022-HLNE TSA, pursuant to which the Coleman Highline Phase IV mortgage loan is serviced, (iii) as trustee under the BBCMS 2021-C12 PSA, pursuant to which the AMF Portfolio mortgage loan is serviced, (iv) as trustee under the COMM 2022-HC TSA, pursuant to which the Hudson Commons mortgage loan is serviced, (v) as trustee under the BMARK 2022-B32 PSA, pursuant to which the Bedrock Portfolio mortgage loan is serviced and (vi) as trustee under the BBCMS 2022-C15 PSA, pursuant to which the IPCC National Storage Portfolio XV mortgage loan and the 2 Riverfront Plaza mortgage loan are serviced.: On February 3, 2026, certain investors served WTNA with a civil complaint, filed in the Supreme Court of the

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