BMO Mortgage Trust Sees Servicing Shake-Up in 2025

TL;DR

**The BMO 2024-5C3 Mortgage Trust's 2025 10-K reveals significant servicer changes and complex loan structures, signaling potential operational risks for investors in this CMBS vehicle.**

AI Summary

BMO 2024-5C3 Mortgage Trust, a non-accelerated filer, submitted its 10-K for the fiscal year ended December 31, 2025, confirming compliance with Section 13 or 15(d) filing requirements. The trust experienced significant changes in its servicing structure, with Trimont LLC succeeding Wells Fargo Bank, National Association as master servicer on March 1, 2025, and Midland Loan Services replacing Greystone Servicing Company LLC as special servicer on March 10, 2025. The filing highlights several mortgage loans that are part of larger whole loans, including the Tysons Corner Center mortgage loan, representing approximately 8.2% of the initial pool balance, and the Galleria at Tyler Street mortgage loan, representing approximately 5.5%. Other notable loans include 333 South Spruce Street (3.2%), Piazza Alta (5.0%), Garden State Plaza (2.8%), Bala Plaza Portfolio (1.3%), and Staten Island Mall (3.2%). The trust reported no significant obligors or external credit enhancements, and no material legal proceedings are pending against key parties.

Why It Matters

This 10-K provides crucial transparency into the operational stability and risk profile of the BMO 2024-5C3 Mortgage Trust, a significant player in the commercial mortgage-backed securities (CMBS) market. The multiple servicer changes, including Trimont LLC and Midland Loan Services taking over key roles, could impact loan performance and investor returns, especially given the complex structure of whole loans with companion loans held outside the trust. For investors, understanding these servicing transitions and the concentration of loans like Tysons Corner Center (8.2% of initial pool balance) is vital for assessing potential volatility and competitive positioning within the CMBS sector. Employees of the involved servicing companies will also be affected by these organizational shifts, while customers (borrowers) will interact with new entities for loan management.

Risk Assessment

Risk Level: medium — The risk level is medium due to the multiple changes in master and special servicers, including Trimont LLC replacing Wells Fargo Bank, National Association on March 1, 2025, and Midland Loan Services replacing Greystone Servicing Company LLC on March 10, 2025. While the filing states no material legal proceedings, the complexity of several mortgage loans being part of whole loans, such as the Tysons Corner Center mortgage loan representing approximately 8.2% of the initial pool balance, introduces potential coordination and performance risks across different servicing agreements.

Analyst Insight

Investors should scrutinize the performance of the newly appointed servicers, Trimont LLC and Midland Loan Services, and monitor the specific mortgage loans highlighted, especially those with significant percentages of the initial pool balance like Tysons Corner Center (8.2%). A deeper dive into the underlying assets and their performance under the new servicing arrangements is warranted to assess potential impacts on cash flows and overall trust stability.

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

• 8.2% — Tysons Corner Center mortgage loan (percentage of initial pool balance)
• 5.5% — Galleria at Tyler Street mortgage loan (percentage of initial pool balance)
• 3.2% — 333 South Spruce Street mortgage loan (percentage of initial pool balance)
• 5.0% — Piazza Alta mortgage loan (percentage of initial pool balance)
• 2.8% — Garden State Plaza mortgage loan (percentage of initial pool balance)
• 1.3% — Bala Plaza Portfolio mortgage loan (percentage of initial pool balance)
• 3.2% — Staten Island Mall mortgage loan (percentage of initial pool balance)
• March 1, 2025 — Effective date (Trimont LLC succeeded as master servicer)
• March 10, 2025 — Effective date (Midland Loan Services appointed as special servicer)

Key Players & Entities

• BMO 2024-5C3 Mortgage Trust (company) — issuing entity
• Trimont LLC (company) — successor master servicer as of March 1, 2025
• Wells Fargo Bank, National Association (company) — former master servicer
• Midland Loan Services (company) — successor special servicer as of March 10, 2025
• Greystone Servicing Company LLC (company) — former special servicer
• Tysons Corner Center mortgage loan (dollar_amount) — approximately 8.2% of initial pool balance
• Galleria at Tyler Street mortgage loan (dollar_amount) — approximately 5.5% of initial pool balance
• 333 South Spruce Street mortgage loan (dollar_amount) — approximately 3.2% of initial pool balance
• Piazza Alta mortgage loan (dollar_amount) — approximately 5.0% of initial pool balance
• Staten Island Mall mortgage loan (dollar_amount) — approximately 3.2% of initial pool balance

FAQ

Risk Factors

• Servicing Structure Changes [medium — operational]: The trust experienced significant changes in its servicing structure during the fiscal year. Trimont LLC succeeded Wells Fargo Bank, National Association as master servicer on March 1, 2025. Additionally, Midland Loan Services replaced Greystone Servicing Company LLC as special servicer on March 10, 2025. These transitions could introduce operational complexities and require careful management to ensure continuity of service.
• Concentration in Large Mortgage Loans [medium — financial]: Several mortgage loans represent a notable portion of the initial pool balance. The Tysons Corner Center mortgage loan accounts for approximately 8.2%, and the Galleria at Tyler Street mortgage loan represents 5.5%. Other significant loans include 333 South Spruce Street (3.2%), Piazza Alta (5.0%), Garden State Plaza (2.8%), Bala Plaza Portfolio (1.3%), and Staten Island Mall (3.2%). High concentration in a few loans increases exposure to specific borrower or property-level risks.
• Whole Loan Structures [low — financial]: The Tysons Corner Center mortgage loan is part of a larger whole loan structure, with portions held outside the issuing entity. This arrangement, along with other similar loans, can create complexities in servicing and decision-making, potentially impacting the trust's ability to manage these assets effectively.

Industry Context

The commercial mortgage-backed securities (CMBS) market is influenced by interest rate environments, real estate market performance, and regulatory changes. Servicing dynamics are critical, with shifts in master and special servicers impacting operational continuity and asset management. Concentration risk in large loans is a common concern, requiring careful monitoring of underlying property performance and borrower financial health.

Regulatory Implications

As a non-accelerated filer, BMO 2024-5C3 Mortgage Trust adheres to specific SEC reporting requirements. Changes in servicing structures, particularly those involving successor servicers, must be properly disclosed and managed to ensure compliance with the Pooling and Servicing Agreement (PSA) and relevant securities laws.

What Investors Should Do

1. Monitor performance of large concentration loans
2. Assess impact of servicing changes
3. Review whole loan servicing arrangements

Key Dates

• 2025-03-01: Trimont LLC succeeded Wells Fargo Bank, National Association as master servicer. — Indicates a change in the primary entity responsible for managing the mortgage loan pool, potentially impacting operational efficiency and strategy.
• 2025-03-10: Midland Loan Services appointed as successor special servicer, replacing Greystone Servicing Company LLC. — Marks a shift in the entity responsible for handling distressed or non-performing loans, which is critical for maximizing recovery and mitigating losses.

Glossary

Master Servicer

The primary entity responsible for the day-to-day administration of a pool of mortgage loans, including collecting payments, managing escrow accounts, and reporting to the trust. (A change in master servicer can affect the operational efficiency and reporting accuracy for the BMO 2024-5C3 Mortgage Trust.)

Special Servicer

An entity appointed to manage mortgage loans that are delinquent, in default, or otherwise in distress, with the goal of maximizing recovery for the trust. (The appointment of Midland Loan Services as special servicer is crucial for managing potential credit issues within the loan pool.)

Whole Loan

A mortgage loan that is divided into multiple parts, with some parts held by the issuing entity and others held by external parties (companion loans). (The presence of whole loans, like Tysons Corner Center, introduces complexity in servicing and decision-making due to shared interests.)

PSA (Pooling and Servicing Agreement)

The legal contract that governs the terms and conditions under which a pool of mortgage loans is securitized and serviced. (The PSA is the foundational document for the BMO 2024-5C3 Mortgage Trust, outlining the rights and responsibilities of all parties involved.)

Year-Over-Year Comparison

This 10-K filing for BMO 2024-5C3 Mortgage Trust indicates significant operational changes with the appointment of new master and special servicers in early 2025. While specific financial metrics for comparison to the prior year are omitted in this excerpt, the structural shifts in servicing are a key development. The disclosure of large concentration loans, such as Tysons Corner Center at 8.2% of the initial pool, provides insight into the trust's asset composition, which may or may not represent a change from previous periods.

Filing Documents

• bmo245c3_10k-2025.htm (10-K) — 143KB
• bmo245c3_31.htm (EX-31) — 6KB
• bmo245c3_33-1.htm (EX-33.1) — 626KB
• bmo245c3_33-2.htm (EX-33.2) — 600KB
• bmo245c3_33-3.htm (EX-33.3) — 86KB
• bmo245c3_33-4.htm (EX-33.4) — 264KB
• bmo245c3_33-5.htm (EX-33.5) — 172KB
• bmo245c3_33-6.htm (EX-33.6) — 992KB
• bmo245c3_33-7.htm (EX-33.7) — 1420KB
• bmo245c3_33-8.htm (EX-33.8) — 3113KB
• bmo245c3_33-9.htm (EX-33.9) — 92KB
• bmo245c3_33-10.htm (EX-33.10) — 163KB
• bmo245c3_33-11.htm (EX-33.11) — 991KB
• bmo245c3_33-15.htm (EX-33.15) — 439KB
• bmo245c3_33-16.htm (EX-33.16) — 147KB
• bmo245c3_33-22.htm (EX-33.22) — 177KB
• bmo245c3_33-30.htm (EX-33.30) — 597KB
• bmo245c3_34-1.htm (EX-34.1) — 10KB
• bmo245c3_34-2.htm (EX-34.2) — 13KB
• bmo245c3_34-3.htm (EX-34.3) — 8KB
• bmo245c3_34-4.htm (EX-34.4) — 89KB
• bmo245c3_34-5.htm (EX-34.5) — 9KB
• bmo245c3_34-6.htm (EX-34.6) — 693KB
• bmo245c3_34-7.htm (EX-34.7) — 11KB
• bmo245c3_34-8.htm (EX-34.8) — 11KB
• bmo245c3_34-9.htm (EX-34.9) — 10KB
• bmo245c3_34-10.htm (EX-34.10) — 10KB
• bmo245c3_34-11.htm (EX-34.11) — 9KB
• bmo245c3_34-15.htm (EX-34.15) — 9KB
• bmo245c3_34-16.htm (EX-34.16) — 12KB
• bmo245c3_34-22.htm (EX-34.22) — 9KB
• bmo245c3_34-30.htm (EX-34.30) — 7KB
• bmo245c3_35-1.htm (EX-35.1) — 2224KB
• bmo245c3_35-2.htm (EX-35.2) — 2577KB
• bmo245c3_35-3.htm (EX-35.3) — 102KB
• bmo245c3_35-4.htm (EX-35.4) — 54KB
• bmo245c3_35-5.htm (EX-35.5) — 999KB
• bmo245c3_35-6.htm (EX-35.6) — 9KB
• bmo245c3_35-7.htm (EX-35.7) — 24KB
• bmo245c3_35-9.htm (EX-35.9) — 546KB
• bmo245c3_35-12.htm (EX-35.12) — 860KB
• bmo245c3_35-13.htm (EX-35.13) — 1086KB
• 0001888524-26-006575.txt ( ) — 19419KB

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. Effective as of March 1, 2025, Trimont LLC succeeded to Wells Fargo Bank, National Association in its capacity as master servicer under the BMO 2024-5C3 PSA, as disclosed in the Current Report on Form 8-K filed on March 3, 2025 un

below) prior to March 28, 2024 and (ii) are serviced pursuant to the BBCMS

Item 15 below) prior to March 28, 2024 and (ii) are serviced pursuant to the BBCMS 2024-5C25 PSA (as defined in Item 15 below) on and after March 28, 2024. 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 (i) KeyBank National Association, as master servicer under the BMO 2023-5C2 PSA, pursuant to which the Piazza Alta mortgage loan is serviced, (ii) Wilmington Trust, National Association, as trustee under the BMO 2023-5C2 PSA, pursuant to which the Piazza Alta mortgage loan is serviced, (iii) Argentic Services Company LP, as special servicer for the Garden State Plaza mortgage loan under the NJ Trust 2023-GSP TSA and (iv) 3650 REIT Loan Servicing LLC, as special servicer for the Staten Island Mall mortgage loan under the BBCMS 2024-5C25 PSA, are not included in this report on Form 10-K because each of KeyBank National Association, Wilmington Trust, National Association, Argentic Services Company LP and 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 Computershare Trust Company, National Association as certificate administrator under the TYSN 2023-CRNR TSA, the Benchmark 2024-V5 PSA, the BANK5 2024-5YR6 PSA, the BMO 2023-5C2 PSA, the NJ Trust 2023-GSP TSA, the Benchmark 2023-B40 PSA and the BBCMS 2024-5C25 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

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

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 2024-5C3 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. 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. Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions. Provided previously in the prospectus of the Registrant relating to the issuing entity and filed on January 29, 2024 pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended. Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria. The reports on assessment of compliance with the servicing criteria for asset-backed securities and the re

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